<PAGE>
                                                                    EXHIBIT 10.2


                                                                  EXECUTION COPY


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                           SECOND AMENDED AND RESTATED

                                CREDIT AGREEMENT

                          Dated as of October 28, 2002

                                      Among

                           ORION POWER MIDWEST, L.P.,

                                  as Borrower,

                         BANC OF AMERICA SECURITIES LLC,

                 as a Lead Arranger and as a Joint Book Runner,

                                  BNP PARIBAS,

                 as a Lead Arranger and as a Joint Book Runner,

                      THE FINANCIAL INSTITUTIONS INITIALLY
                     SIGNATORIES HERETO, TOGETHER WITH THOSE
                   ASSIGNEES PURSUANT TO SECTION 9.06 HEREOF,

                                   as Lenders,

                             BANK OF AMERICA, N.A.,

                                as Issuing Bank,

                              BANK OF AMERICA, N.A.

                            as Administrative Agent,

                                   BNP PARIBAS

                              as Syndication Agent,

                                       and

                            The Bank of Nova Scotia,

                         Mizuho Corporate Bank, Ltd, and

                      Bayerische Hypo- Und Vereinsbank AG,

                            as Documentation Agents,


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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
<S>                   <C>                                                                 <C>
ARTICLE I DEFINITIONS.......................................................................2

   SECTION 1.01       DEFINITIONS...........................................................2
   SECTION 1.02       ACCOUNTING TERMS.....................................................44
   SECTION 1.03       COMPUTATION OF TIME PERIODS..........................................45
   SECTION 1.04       RULES OF CONSTRUCTION................................................45

ARTICLE II CREDIT FACILITIES...............................................................45

   SECTION 2.01       ACQUISITION LOANS....................................................45
   SECTION 2.02       REVOLVING LOANS......................................................46
   SECTION 2.03       BORROWINGS...........................................................48
   SECTION 2.04       ELECTION OF INTEREST RATES...........................................50
   SECTION 2.05       FEES.................................................................51
   SECTION 2.06       INTEREST.............................................................52
   SECTION 2.07       MANDATORY PREPAYMENTS................................................52
   SECTION 2.08       VOLUNTARY PREPAYMENT; TERMINATION OF COMMITMENTS; REVOLVING
                      COMMITMENT REDUCTIONS................................................53
   SECTION 2.09       INCREASED COSTS; CAPITAL ADEQUACY; FUNDING BREAKAGE COSTS............54
   SECTION 2.10       ILLEGALITY...........................................................56
   SECTION 2.11       PAYMENTS AND COMPUTATIONS............................................56
   SECTION 2.12       TAXES................................................................58
   SECTION 2.13       SHARING OF PAYMENTS..................................................60
   SECTION 2.14       CHANGE OF APPLICABLE LENDING OFFICE..................................61
   SECTION 2.15       REPLACEMENT OF LENDERS...............................................61
   SECTION 2.16       DLC LETTER OF CREDIT.................................................62
   SECTION 2.17       OPERATIONAL LETTERS OF CREDIT........................................66

ARTICLE III CONDITIONS PRECEDENT...........................................................70

   SECTION 3.01       CONDITIONS PRECEDENT TO THE RESTRUCTURING EFFECTIVE DATE.............70
   SECTION 3.02       CONDITIONS PRECEDENT TO REVOLVING LOANS AND LETTERS OF CREDIT........76

ARTICLE IV REPRESENTATIONS AND WARRANTIES..................................................77

   SECTION 4.01       EXISTENCE; DUE QUALIFICATION; COMPLIANCE WITH LAW....................77
   SECTION 4.02       POWER; AUTHORITY; NO VIOLATION; BINDING EFFECT.......................77
   SECTION 4.03       OWNERSHIP OF PROPERTY................................................78
   SECTION 4.04       GOVERNMENTAL APPROVALS...............................................78
   SECTION 4.05       LEGAL PROCEEDINGS....................................................78
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>                   <C>                                                                 <C>
   SECTION 4.06       FINANCIAL STATEMENTS.................................................79
   SECTION 4.07       INDEBTEDNESS.........................................................79
   SECTION 4.08       NO DEFAULT...........................................................79
   SECTION 4.09       TAXES................................................................79
   SECTION 4.10       USE OF PROCEEDS......................................................79
   SECTION 4.11       COMPLIANCE WITH ERISA................................................80
   SECTION 4.12       MATERIAL LIABILITIES.................................................80
   SECTION 4.13       REGULATION OF PARTIES................................................80
   SECTION 4.14       SECURITY DOCUMENTS...................................................81
   SECTION 4.15       ACCURACY AND COMPLETENESS OF INFORMATION.............................81
   SECTION 4.16       PROPERTY RIGHTS, UTILITIES, ETC......................................82
   SECTION 4.17       PROJECT CONTRACTS....................................................82
   SECTION 4.18       PRINCIPAL PLACE OF BUSINESS..........................................83
   SECTION 4.19       PATENTS; LICENSES; FRANCHISES AND FORMULAS...........................83
   SECTION 4.20       ENVIRONMENTAL MATTERS................................................84
   SECTION 4.21       INSURANCE............................................................85
   SECTION 4.22       TRANSACTIONS WITH AFFILIATES.........................................85
   SECTION 4.23       ORGANIZATIONAL STRUCTURE.............................................85
   SECTION 4.24       PROJECTIONS..........................................................86
   SECTION 4.25       ENVIRONMENTAL INSURANCE..............................................86
   SECTION 4.26       EQUITY INTERESTS.....................................................86
   SECTION 4.27       ALLOWANCES...........................................................86

ARTICLE V AFFIRMATIVE COVENANTS............................................................86

   SECTION 5.01       CONDUCT OF BUSINESS; MAINTENANCE OF EXISTENCE........................86
   SECTION 5.02       GOVERNMENTAL APPROVALS...............................................87
   SECTION 5.03       PAYMENT OF INDEBTEDNESS..............................................87
   SECTION 5.04       ACCOUNTS.............................................................87
   SECTION 5.05       PERFORMANCE OF COVENANTS, ETC........................................87
   SECTION 5.06       INSURANCE REQUIREMENTS...............................................88
   SECTION 5.07       BOOKS AND RECORDS....................................................88
   SECTION 5.08       VISITATION, INSPECTION, ETC..........................................88
   SECTION 5.09       REQUIREMENTS OF LAW..................................................88
   SECTION 5.10       REPORTING REQUIREMENTS...............................................88
   SECTION 5.11       OPERATING BUDGET.....................................................90
   SECTION 5.12       PAYMENT OF TAXES AND CLAIMS..........................................91
   SECTION 5.13       MAINTENANCE AND OPERATION OF PORTFOLIO ASSETS; REPAIR AND
                      REPLACEMENT OF PORTFOLIO ASSETS......................................92
   SECTION 5.14       REAL AND PERSONAL PROPERTY...........................................92
   SECTION 5.15       ERISA................................................................93
   SECTION 5.16       INTEREST HEDGE CONTRACTS.............................................93
   SECTION 5.17       NOTICES..............................................................94
   SECTION 5.18       PRESERVATION OF SECURITY INTERESTS; FURTHER ASSURANCES...............95
   SECTION 5.19       USE OF PROCEEDS......................................................96
   SECTION 5.20       EXTRAORDINARY PROCEEDS...............................................96
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                   <C>                                                                 <C>
   SECTION 5.21       ENVIRONMENTAL COMPLIANCE.............................................96
   SECTION 5.22       ADDITIONAL CONTRACTS AND APPROVED AGREEMENTS.........................97
   SECTION 5.23       OTHER INFORMATION....................................................98
   SECTION 5.24       FUEL PROCUREMENT AND O&M ARRANGEMENTS................................99
   SECTION 5.25       POWER MARKETING AND TRANSMISSION ARRANGEMENTS........................99
   SECTION 5.26       [INTENTIONALLY OMITTED.]............................................100
   SECTION 5.27       [INTENTIONALLY OMITTED.]............................................100
   SECTION 5.28       AIR EMISSION CONTROL AND ALLOWANCE PURCHASE ARRANGEMENTS............101
   SECTION 5.29       CERTAIN OPERATIONAL COVENANTS.......................................102
   SECTION 5.30       REQUIRED PRINCIPAL REDUCTION........................................102

ARTICLE VI NEGATIVE COVENANTS.............................................................103

   SECTION 6.01       LIMITATION ON MERGERS...............................................103
   SECTION 6.02       LIMITATION ON INDEBTEDNESS..........................................103
   SECTION 6.03       LIMITATION ON LIENS.................................................103
   SECTION 6.04       NATURE OF BUSINESS..................................................104
   SECTION 6.05       PROJECT CONTRACTS; WAIVER; MODIFICATION; AMENDMENT..................104
   SECTION 6.06       PARTNERSHIPS; SUBSIDIARIES..........................................105
   SECTION 6.07       LOANS, ADVANCES OR INVESTMENTS......................................105
   SECTION 6.08       LIMITATION ON CAPITAL EXPENDITURES..................................106
   SECTION 6.09       AFFILIATE TRANSACTIONS..............................................106
   SECTION 6.10       DISTRIBUTIONS.......................................................107
   SECTION 6.11       LIMITATION ON DISPOSITION OF ASSETS.................................107
   SECTION 6.12       OPERATING BUDGET....................................................108
   SECTION 6.13       [INTENTIONALLY OMITTED.]............................................108
   SECTION 6.14       ENVIRONMENTAL INSURANCE.............................................108
   SECTION 6.15       ASH DISPOSAL........................................................108
   SECTION 6.16       SPECULATIVE TRADING.................................................108

ARTICLE VII EVENTS OF DEFAULT.............................................................108

   SECTION 7.01       PAYMENTS............................................................108
   SECTION 7.02       COVENANTS...........................................................109
   SECTION 7.03       REPRESENTATIONS.....................................................110
   SECTION 7.04       DEFAULTS OF OTHER INDEBTEDNESS......................................111
   SECTION 7.05       SECURITY DOCUMENTS..................................................111
   SECTION 7.06       TRANSACTION DOCUMENTS...............................................111
   SECTION 7.07       BANKRUPTCY..........................................................112
   SECTION 7.08       GOVERNMENTAL APPROVALS..............................................112
   SECTION 7.09       OWNERSHIP...........................................................113
   SECTION 7.10       JUDGMENT............................................................113
   SECTION 7.11       DESTRUCTION OF PORTFOLIO ASSETS.....................................113
   SECTION 7.12       ERISA...............................................................113
   SECTION 7.13       REGULATORY STATUS...................................................114
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                   <C>                                                                 <C>
   SECTION 7.14       NEGATIVE PLEDGE.....................................................114
   SECTION 7.15       ABANDONMENT.........................................................114
   SECTION 7.16       SPONSOR INDEBTEDNESS................................................114

ARTICLE VIII THE AGENTS, LEAD ARRANGERS AND ISSUING BANK..................................115

   SECTION 8.01       APPOINTMENT OF AGENTS, POWERS AND IMMUNITIES........................115
   SECTION 8.02       RELIANCE BY AGENTS..................................................116
   SECTION 8.03       DEFAULTS............................................................116
   SECTION 8.04       RIGHTS AS LENDERS...................................................116
   SECTION 8.05       INDEMNIFICATION.....................................................117
   SECTION 8.06       DOCUMENTS...........................................................117
   SECTION 8.07       NON-RELIANCE ON AGENTS AND OTHER LENDERS............................117
   SECTION 8.08       RESIGNATION.........................................................118
   SECTION 8.09       AUTHORIZATION.......................................................118
   SECTION 8.10       DOCUMENTATION AGENTS; SYNDICATION AGENT.............................119

ARTICLE IX MISCELLANEOUS..................................................................119

   SECTION 9.01       NOTICES.............................................................119
   SECTION 9.02       AMENDMENTS, ETC.....................................................119
   SECTION 9.03       NO WAIVER; REMEDIES CUMULATIVE......................................120
   SECTION 9.04       PAYMENT OF EXPENSES AND INDEMNIFICATION.............................120
   SECTION 9.05       RIGHT OF SETOFF.....................................................122
   SECTION 9.06       BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS................123
   SECTION 9.07       GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
                      TRIAL; WAIVER OF DAMAGES............................................125
   SECTION 9.08       NONLIABILITY OF ADMINISTRATIVE AGENT AND LENDERS....................127
   SECTION 9.09       MARSHALLING; RECAPTURE..............................................127
   SECTION 9.10       INDEPENDENT NATURE OF LENDERS' RIGHTS...............................127
   SECTION 9.11       COUNTERPARTS........................................................127
   SECTION 9.12       EFFECTIVENESS.......................................................128
   SECTION 9.13       SURVIVAL OF INDEMNITIES AND REPRESENTATIONS AND WARRANTIES..........128
   SECTION 9.14       SEVERABILITY........................................................128
   SECTION 9.15       HEADINGS DESCRIPTIVE................................................128
   SECTION 9.16       LIMITATION OF RECOURSE..............................................128
   SECTION 9.17       CONFIDENTIALITY.....................................................129
</TABLE>


                                       iv
<PAGE>

ANNEXES:

Annex I       -      Commitments
Annex II      -      Notice Provisions

SCHEDULES:

Schedule 1.01(a)-    Avon Lake; Ceredo. Brunot Island; Cheswick; Elrama; New
                     Castle; Niles; Phillips
Schedule 1.01(b)-    Known Conditions List
Schedule 1.01(c)-    [Intentionally Omitted.]
Schedule 1.01(d)-    Existing Surety Bonds
Schedule 1.01(e)-    New Coal Contracts
Schedule 2.07 -      Principal Amortization
Schedule 3.01(b) -   Existing Contracts; Material Approved Agreements
Schedule 4.04 -      Governmental Approvals
Schedule 4.05 -      Material Litigation
Schedule 4.12 -      Material Liabilities
Schedule 4.14 -      Filing Offices
Schedule 4.19 -      Patents; Licenses; Franchises and Formulas
Schedule 4.20 -      Environmental Matters
Schedule 4.22 -      Transactions with Affiliates
Schedule 4.23 -      Restructuring Effective Date Organizational Structure
Schedule 5.06 -      Insurance Requirements
Schedule 5.18 -      Consents
Schedule 5.28(b) -   Allowance Requirements
Schedule 5.29 -      Certain Operational Plan Covenants

EXHIBITS:

Exhibit A       -    Form of Acquisition Loan Note
Exhibit B       -    Form of Revolving Loan Note
Exhibit C       -    [Intentionally Omitted.]
Exhibit D       -    Form of Notice of Revolving Borrowing
Exhibit E       -    Form of  Notice of Conversion
Exhibit F       -    Form of Deposit Account Agreement
Exhibit G-1     -    Form of Securities Account Control Agreement
Exhibit G-2     -    Form of Holdco Securities Account Control Agreement
Exhibit H-1     -    Form of Borrower Security Agreement
Exhibit H-2     -    Form of OPNY Second Lien Borrower Security Agreement
Exhibit H-3     -    Form of OPNY Second Lien Subsidiary Security Agreement
Exhibit I-1     -    Form of OPH Membership Interest Pledge Agreement
Exhibit I-2     -    Form of Holdco Midwest Stock Pledge Agreement
Exhibit I-3     -    Form of Holdco Midwest Second Lien Stock Pledge Agreement


                                       v
<PAGE>

Exhibit J-1     -    Form of GP Partnership Interest Pledge Agreement
Exhibit J-2          Form of Borrower Twelvepole LLC Interest Pledge Agreement
Exhibit J-3          Form of LP Partnership Interest Pledge Agreement
Exhibit J-4     -    Form of OPNY Second Lien Borrower Partnership Interest
                     Pledge Agreement
Exhibit J-5     -    Form of OPNY Second Lien GP Partnership Interest Pledge
                     Agreement
Exhibit J-6     -    Form of OPNY Second Lien LP Partnership Interest Pledge
                     Agreement
Exhibit K-1     -    Form of Twelvepole Intercompany Agreement
Exhibit K-2     -    Form of Twelvepole Intercompany Working Capital Note
Exhibit L-1     -    Form of Twelvepole Guarantee
Exhibit L-2     -    Form of OPNY Guarantee
Exhibit L-3     -    Form of Holdco Guarantee
Exhibit L-4     -    Form of GP/LP Guarantee
Exhibit L-5     -    Form of OPNY Indemnity, Subrogation and Contribution
                     Agreement
Exhibit L-6     -    Form of Holdco Indemnity and Subrogation Agreement
Exhibit M       -    Form of Twelvepole Security Agreement
Exhibit N-1     -    Form of Twelvepole Mortgage
Exhibit N-2     -    Form of Borrower Mortgage
Exhibit O       -    Form of Assignment and Acceptance
Exhibit P       -    Form of Restructuring Effective Date Letter Agreement
Exhibit Q       -    [Intentionally Omitted.]
Exhibit R       -    [Intentionally Omitted.]
Exhibit S       -    [Intentionally Omitted.]
Exhibit T       -    Form of DLC Letter of Credit
Exhibit U       -    Form of Permitted Affiliate Loan Agreement


                                       vi
<PAGE>

               THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into
as of October 28, 2002 (this "Agreement"), among ORION POWER MIDWEST, L.P., a
Delaware limited partnership (the "Borrower"), BANC OF AMERICA SECURITIES LLC
and BNP PARIBAS, as lead arrangers (collectively, the "Lead Arrangers"), the
financial institutions signatories hereto (each of which, together with each
other financial institution which may hereafter become an assignee pursuant to
Section 9.06 is hereinafter referred to as a "Lender", and collectively the
"Lenders"), BANK OF AMERICA, N.A., as issuer of the Letters of Credit (the
"Issuing Bank"), BANK OF AMERICA, N.A., as administrative agent for the Lenders
(in such capacity, together with any successors and assigns, the "Administrative
Agent"), BNP PARIBAS, as syndication agent (the "Syndication Agent") and The
Bank of Nova Scotia, Mizuho Corporate Bank, Ltd and Bayerische Hypo- Und
Vereinsbank AG, as documentation agents (each a "Documentation Agent", and
collectively, the "Documentation Agents").

                              W I T N E S S E T H:

               WHEREAS, the Borrower has requested the Lenders, and the Lenders
have agreed, subject to the terms and conditions set forth herein, to renew,
modify and extend a credit facility evidenced and created by a Credit Agreement,
dated as of April 28, 2000, among the Borrower, the Arrangers (as defined in the
Original Credit Agreement), the Joint Book Runners (as defined in the Original
Credit Agreement), the Administrative Agent, the Issuing Bank, the Syndication
Agents (as defined in the Original Credit Agreement), the Documentation Agents
(as defined in the Original Credit Agreement), and the financial institutions
party thereto, as amended pursuant to an Amended and Restated Credit Agreement,
dated as of December 15, 2000, among the Borrower, the Arrangers (as defined in
the Original Credit Agreement), the Joint Book Runners (as defined in the
Original Credit Agreement), the Administrative Agent, the Issuing Bank, the
Syndication Agents (as defined in the Original Credit Agreement), the
Documentation Agents (as defined in the Original Credit Agreement), and the
financial institutions party thereto, (as amended prior to the date hereof, the
"Original Credit Agreement"), that was issued to the Borrower to finance the
purchase by the Borrower of the Portfolio Assets (defined below) and to provide
revolving advances to the Borrower from time to time;

               WHEREAS, as a result of the merger among Reliant Resources, Inc.,
a Delaware corporation ("Reliant"), Reliant Energy Power Generation Merger Sub,
Inc. and the Sponsor, the Borrower became a wholly-owned indirect subsidiary of
Reliant; and

               WHEREAS, the Borrower, the Lead Arrangers, the Administrative
Agent, the Syndication Agent, the Documentation Agents, the Issuing Bank and the
Lenders desire to evidence certain amendments and modifications to the Original
Credit Agreement and to amend and restate the Original Credit Agreement in its
entirety as set forth in this Agreement.

<PAGE>

               NOW, THEREFORE, the Borrower, the Lead Arrangers, the
Administrative Agent, the Syndication Agent, the Documentation Agents, the
Issuing Bank, and the Lenders agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

               Section 1.01 Definitions. As used in this Agreement, the
following terms shall have the meanings specified below (to be equally
applicable to both the singular and plural forms of the terms defined):

               "Acceptable Allowance Counterparty" shall mean (1) with respect
to contracts or agreements for Allowances that will become "Owned Allowances"
within 10 Business Days of entering into such contract or agreement, (A) (i) any
Person whose long term senior unsecured indebtedness or issuer rating has been
assigned an Investment Grade Rating by Moody's and S&P, or (ii) any Person whose
obligations under such contract or agreement are guaranteed by a Person whose
long term senior unsecured indebtedness or issuer rating has been assigned an
Investment Grade Rating by Moody's and S&P, or who, with respect to such
contract or agreement, has provided a letter of credit or cash collateral;
provided, that, any such guaranty, letter of credit or cash collateral shall be
in an amount determined by the applicable Borrower Entity, in its reasonable
discretion, to be reasonably necessary to mitigate such Borrower Entity's
exposure to such counterparty to an acceptable level, consistent with Prudent
Industry Practice, (B) OPNY or any of its Subsidiaries, (C) RES, for so long as
RES is a wholly-owned Subsidiary, directly or indirectly, of Reliant and (D)
Reliant Energy Mid-Atlantic Power Holdings, LLC ("REMA") for so long as REMA is
a wholly-owned Subsidiary, directly or indirectly, of Reliant and (2) with
respect to all contracts or agreements for Allowances other than as contemplated
by clause (1) preceding, only Persons that are listed in Clause 1(A), 1(C) and
1(D) preceding.

               "Acceptable Capacity Provider" shall mean any of (A) any Person
(i) that owns and/or operates power generation assets, or (ii) has the ability
and legal and/or contractual right to sell Energy-Related Products into the area
covered by ECAR and/or the Duquesne Control Area, and with respect to each of
the preceding clauses (i) and (ii), whose long term senior unsecured
indebtedness or issuer rating has been assigned an Investment Grade Rating by
Moody's and S&P, or whose obligations under the applicable contract (x) are
guaranteed by a Person whose long-term senior unsecured indebtedness or issuer
rating has been assigned an Investment Grade Rating by Moody's and S&P or (y)
are supported by a letter of credit or cash collateral; provided, that any such
guaranty, letter of credit or cash collateral shall be in an amount determined
by the applicable Borrower Entity, in its reasonable discretion, to be
reasonably necessary to mitigate such Borrower Entity's exposure to such
counterparty to an acceptable level, consistent with Prudent Industry Practice,
and (B) RES for so long as RES is a wholly-owned subsidiary, directly or
indirectly, of Reliant; provided, that, solely in respect of the certification
to be provided by OPMW on the first (1st) Business Day of each calendar quarter
as described in Section 5.25(b) of this Agreement, with regard to any Approved
Power Purchase Agreements entered into with RES for the purposes of establishing
Total


                                       2
<PAGE>

Capacity for the applicable forthcoming three (3) month period, RES shall be
considered an Acceptable Capacity Provider for no more than 600MW during each
hour in each month.

               "Acceptable Reserves" shall mean, with respect to any contest,
dispute, appeal or other similar circumstance in respect of which any Borrower
Entity is entitled hereunder to provide reserves, any of (i) reserves maintained
by the relevant Borrower Entity in conformity with GAAP; (ii) cash reserves in
an amount equal to such Borrower Entity's maximum probable liability (as
reasonably determined by the Lead Arrangers after taking into account applicable
insurance coverage) in respect of such contest, dispute, appeal or circumstance
deposited with the Administrative Agent or such lesser amount of cash reserves
as is reasonably determined by the Administrative Agent to be sufficient under
particular circumstances; (iii) a bond or bonds, surety, insurance or other
similar obligation of the relevant Borrower Entity reasonably acceptable to the
Administrative Agent and in an amount necessary to satisfy the applicable
reserve requirement as reasonably determined by the Administrative Agent; or
(iv) such other reserves or arrangements as may be reasonably approved by the
Lead Arrangers.

               "Accounts" shall mean the collective reference to the Revenue
Account, the Operating Account, the Insurance Proceeds Account, the Debt Service
Account, the Debt Service Reserve Account, the Replacement Capital Expenditure
Pre-Funding Account, the Extraordinary Proceeds Account, the Prepayment Account,
and all sub-accounts established within any of the foregoing.

               "Acquisition Agreement" shall mean the Asset Purchase Agreement,
dated as of September 24, 1999, between DLC, the FE Subsidiaries and the
Sponsor.

               "Acquisition Lender" shall mean each Lender that has made
Acquisition Loan Advances hereunder.

               "Acquisition Loan" shall mean the Loans consisting of
simultaneous Acquisition Loan Advances of the same Type from each of the
Acquisition Lenders made pursuant to the terms of the Original Credit Agreement.

               "Acquisition Loan Advance" shall mean an advance by an
Acquisition Lender to the Borrower as part of an Acquisition Loan made pursuant
to the terms of the Original Credit Agreement.

               "Acquisition Loan Exposure" shall mean, on any date of
determination and as to any Acquisition Lender, the aggregate outstanding
principal amount of Acquisition Loan Advances made or held by such Lender as of
such date.

               "Acquisition Loan Note" shall have the meaning ascribed thereto
in Section 2.01(b)(i).

               "Additional Contract" shall mean any contract or other agreement
between one or more Borrower Entities and any Person, that is entered into
subsequent to the Restructuring Effective Date and (i) has a term of 365 days or
more or (ii) has as a


                                       3
<PAGE>

counterparty any Person (A) whose long term senior unsecured indebtedness or
issuer rating has not been assigned an Investment Grade Rating by Moody's and
S&P, and (B) who, with respect to such contract or agreement, has not, if it is
determined by the applicable Borrower Entity, in its reasonable discretion, to
be reasonably necessary to mitigate such Borrower Entity's exposure to such
counterparty to an acceptable level, provided a guaranty by a Person whose
long-term senior unsecured indebtedness or issuer rating has been assigned an
Investment Grade Rating by Moody's and S&P, or a letter of credit or cash
collateral; provided, that, any such guaranty, letter of credit or cash
collateral shall be in an amount determined by the applicable Borrower Entity,
in its reasonable discretion, to be reasonably necessary to mitigate such
Borrower Entity's exposure to such counterparty to an acceptable level,
consistent with Prudent Industry Practice; provided, further, that, the
provisions of clause (ii) preceding shall not apply to the following
counterparties in the following circumstances: (A) RES, with respect to
contracts or agreements specified in any then current Operational Plan, (B) any
contract counterparty with respect to any contract or agreement, to the extent
the cost thereof would not exceed any Operating Budget limitation imposed by
Section 5.11, including (i) any seller of fuel under a spot purchase agreement
or a provider of transportation in connection therewith, in each case, to the
extent permitted by the then current Fuel Plan, and (ii) any provider of
transmission of Energy Related Products, to the extent permitted by the then
current Power Marketing Plan, (C) any Regional ISO, and (D) any counterparty to
a contract or agreement with a term of less than 365 days which is entered into
to address or respond to an Emergency. For the sake of clarity, any Approved
Agreement entered into after the Restructuring Effective Date and with a term of
less than 365 days shall not be deemed to be an Additional Contract.

               "Additional Contract Consent" shall mean the consent of the
counterparty to each Additional Contract to the assignment of each such
Additional Contract, to the extent such consent is required to be obtained
pursuant to Section 5.22, to the Administrative Agent pursuant to a Security
Agreement, in form and substance approved by the Administrative Agent, such
approval not to be unreasonably withheld, conditioned or delayed, it being
acknowledged and agreed that a consent no less favorable to the Lenders than the
DLC Consent shall be deemed reasonable.

               "Administrative Agent" shall have the meaning ascribed thereto in
the preamble to this Agreement.

               "Administrative Agent Fee Side Letter" shall mean the letter
agreement regarding the Agency Fee described therein, dated as of the
Restructuring Effective Date, between the Borrower and the Administrative Agent.

               "Advance" shall mean, as applicable, an Acquisition Loan Advance
or a Revolving Advance.

               "AEP Consent" shall mean that certain consent and acknowledgment
agreement among American Electric Power Service Corporation, the Administrative
Agent and Twelvepole, in regard to the Ceredo Interconnection and Operation
Agreement, dated as of January 8, 2001.


                                       4
<PAGE>

               "Affiliate" shall mean, as to any Person, any other Person
directly or indirectly controlling or controlled by, or under common control
with, such Person. For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with") when used with respect to any Person means the possession,
directly or indirectly, of the power either (i) to vote 10% or more of the
securities having ordinary voting power for the election of directors of such
Person or (ii) to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract
or otherwise.

               "Agency Fee" shall have the meaning ascribed thereto in the
Administrative Agent Fee Side Letter.

               "Agents" shall mean the collective reference to the
Administrative Agent, the Syndication Agent and the Documentation Agents.

               "Air Emission Allowance Plan" shall mean the plan of the Borrower
(as a supplement to the O&M Plan) delivered to the Lead Arrangers on or before
the Restructuring Effective Date, covering the period from the Restructuring
Effective Date through December 31, 2003, to acquire air emission Allowances,
install air pollution control equipment and make fuel or operational
modifications for the Portfolio Assets through 2007 and a similar plan delivered
in respect of each calendar year thereafter in accordance with Section 5.28
below. The initial Air Emission Allowance Plan, all such subsequent plans, and
any amendments thereto shall be reasonably satisfactory to the Lead Arrangers
(in consultation with the Independent Experts) in all respects.

               "Allowance" shall mean any air emission allowances, credits,
trading units, allocations or other comparable terms used by any Governmental
Authority to express and quantify the authority of a holder of an Allowance to
emit specified quantities of air pollution under any Emissions Regulatory
Program.

               "Allowance Purchase Reserve Account" shall mean the special
account designated by that name and established by the Collateral Agent pursuant
to the Holdco Deposit Account Agreement.

               "Applicable Lending Office" shall mean, with respect to each
Lender, such Lender's LIBO Lending Office, and, with respect to the
Administrative Agent, its office located at 101 North Tryon Street,
NC1-001-08-19, Charlotte, NC 28255, or such other office as the Administrative
Agent may from time to time specify to the Borrower and the Lenders.

               "Applicable Margin" shall mean the Base Rate Margin or the LIBO
Rate Margin, as the context requires.

               "Approved Agreement" shall mean (i) the agreements described on
Schedule 3.01(b) hereto, (ii) any contract or agreement designated as an
"Approved Agreement" in any Operational Plan, and (iii) any contract or other
agreement between


                                       5
<PAGE>

any Borrower Entity and any Person, that (x) is entered into contemporaneously
with (but which is not described on Schedule 3.01(b) hereto) or after the
Restructuring Effective Date and (y) is expressly approved as an "Approved
Agreement" by the Lead Arrangers as expressly required by an Operational Plan in
accordance with the terms and provisions thereof or as a waiver, consent or
approval made pursuant to this Agreement.

               "Approved Agreement Consent" shall mean the consent of the
counterparty to each Approved Agreement to the assignment of each such Approved
Agreement, to the extent such consent was required to be obtained pursuant to
Section 5.24, to the Administrative Agent pursuant to a Security Agreement, in
form and substance reasonably approved by the Administrative Agent, such
approval not to be unreasonably withheld, conditioned or delayed, it being
acknowledged and agreed that a consent no less favorable to the Lenders than the
DLC Consent shall be deemed reasonable.

               "Approved Capacity Purchaser" shall mean (i) RES, for so long as
it is a wholly-owned subsidiary, directly or indirectly, of Reliant, (ii) any
Regional ISO, (iii) any Person whose long term senior unsecured indebtedness or
issuer rating has been assigned an Investment Grade Rating by Moody's and S&P,
(iv) a Person whose obligations under the applicable contract or agreement are
guaranteed by a Person whose long term senior unsecured indebtedness or issuer
rating has been assigned an Investment Grade Rating by Moody's and S&P, or any
Person who, with respect to any agreement, contract or other undertaking, has
provided a letter of credit or cash collateral; provided, that, any such
guaranty, letter of credit or cash collateral, shall be in an amount determined
by the applicable Borrower Entity in its reasonable discretion, to be reasonably
necessary to adequately mitigate such Borrower Entity's exposure to such
counterparty, consistent with Prudent Industry Practice under such agreement,
contract or undertaking, or (v) any other Person who, after giving effect to the
then current transaction proposed to be entered into, does not and will not owe
more than Twenty-Five Million dollars ($25,000,000) in the aggregate to the
applicable Borrower Entity.

               "Approved Master Agreement" shall mean the coal, fuel oil,
Energy-Related Products and natural gas master agreements entered into as of the
Restructuring Effective Date by and between the Borrower and RES as described in
the Fuel Plan and any subsequent Energy-Related Products master agreements
entered into by and between the Borrower and any Acceptable Capacity Providers.

               "Approved Power Purchase Agreement" shall mean any contract or
other agreement between any Borrower Entity and an Acceptable Capacity Provider
for delivery of energy or capacity containing provisions for, among other
things, the payment by such Acceptable Capacity Provider of liquidated damages
in a minimum amount equal to the cost of replacement Capacity Backed Energy in
the event of a failure to perform by such Acceptable Capacity Provider
thereunder.

               "Approved Power Sales Agreement" shall mean both (i) the
contracts and other agreements listed on Schedule 3.01(b) and as identified as
Approved Power Sales Agreement thereon, as existing and in effect on the
Restructuring Effective Date, and (ii)


                                       6
<PAGE>

any contract or agreement between any Borrower Entity and an Approved Capacity
Purchaser for the sale by the Borrower Entity to the Approved Capacity Purchaser
of energy or capacity on a one-Business Day forward or intra-day basis.

               "Assignment and Acceptance" shall mean an assignment and
acceptance entered into by an assigning Lender and an assignee Lender, and
accepted by the Administrative Agent, in accordance with Section 9.06 and
substantially in the form of Exhibit O.

               "Astoria Generating" shall mean Astoria Generating Company, L.P.,
a Delaware limited partnership.

               "Astoria Generating Second Lien Security Agreement" shall mean
that certain Security Agreement, dated as of the Restructuring Effective Date,
between Astoria Generating and the Administrative Agent (for the benefit of the
Secured Parties), substantially in the form of Exhibit H-3 hereto.

               "Avon Lake" shall mean collectively all generating units and
related assets located at the generating station known as Avon Lake as more
fully described on Schedule 1.01(a) hereto, and all additions, modifications and
improvements thereto.

               "Base Rate" shall mean, for any period, a fluctuating interest
rate per annum as shall be in effect from time to time, which rate per annum
shall at all times be equal to the higher of (a) the rate of interest announced
publicly by the Administrative Agent, from time to time, as its "base rate" or
"prime rate" for Dollar loans (which rate may not necessarily be its lowest
rate) and in effect on any date of determination, as determined by the
Administrative Agent, and (b) the sum of the Federal Funds Rate in effect on any
date of determination, as determined by the Administrative Agent plus 0.50%.

               "Base Rate Advance" shall mean any Advance which bears interest
based upon the Base Rate.

               "Base Rate Loan" shall mean a Loan consisting of simultaneous
Base Rate Advances from each of the applicable Lenders.

               "Base Rate Margin" shall mean during the period (i) from and
including the Restructuring Effective Date until the date that is twelve (12)
months thereafter, 1.50%, (ii) from and including the date twelve (12) months
after the Restructuring Effective Date until the date that is eighteen (18)
months after the Restructuring Effective Date, 1.75%, (iii) from and including
the date that is eighteen (18) months after the Restructuring Effective Date
until the date that is twenty four (24) months after the Restructuring Effective
Date, 2.25%, and (iv) from and including the date that is twenty four (24)
months after the Restructuring Effective Date until and including the Final
Maturity Date, 2.75%.

               "Benefit Arrangement" shall mean at any time an employee benefit
plan within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer


                                       7
<PAGE>

Plan and which is maintained or otherwise contributed to by any Borrower Entity,
the Operator or any ERISA Affiliate.

               "Borrower" shall have the meaning ascribed thereto in the
preamble to this Agreement.

               "Borrower Consents" shall mean the collective reference to (i)
the DLC Consent, the FE Consent, the Operator Consent, and the Harwick Consent,
(ii) all Additional Contract Consents and Approved Agreement Consents relating
to the Portfolio Assets (excluding Ceredo) and (iii) the RES Consent and the
REWSC Consent.

               "Borrower Entity" shall mean the collective reference to the
Borrower and Twelvepole.

               "Borrower Mortgages" shall mean one or more Amended and Restated
Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents
executed and delivered by the Borrower in favor of the Administrative Agent in
respect of real property located in Allegheny County, Pennsylvania, Beaver
County, Pennsylvania, Lawrence County, Pennsylvania, Washington County,
Pennsylvania, Lorain County, Ohio and Trumbull County, Ohio which is owned or
leased by the Borrower, substantially in the form of Exhibit N-2 hereto.

               "Borrower Second Lien Security Agreement" shall mean that certain
Security Agreement between the Borrower and the OPNY Administrative Agent (for
the benefit of the OPNY Secured Parties) delivered in connection with the OPNY
Restated Credit Agreement.

               "Borrower Security Agreement" shall mean that certain Amended and
Restated Security Agreement, dated as of the Restructuring Effective Date,
between the Borrower and the Administrative Agent (for the benefit of the
Secured Parties), substantially in the form of Exhibit H-1 hereto.

               "Borrower Twelvepole LLC Interest Pledge Agreement" shall mean
that certain Amended and Restated LLC Interest Pledge Agreement, dated as of the
Restructuring Effective Date, among the Borrower, Twelvepole and the
Administrative Agent (for the benefit of the Secured Parties), relating to the
Borrower's membership interests in Twelvepole, substantially in the form of
Exhibit J-2 hereto.

               "Borrower Twelvepole Second Lien LLC Interest Pledge Agreement"
shall mean a LLC Interest Pledge Agreement executed and delivered by the
Borrower in favor of the OPNY Administrative Agent (for the benefit of the OPNY
Secured Parties) delivered in connection with the OPNY Restated Credit
Agreement.

               "Borrowing" shall mean a borrowing consisting of Loans made of,
or Converted into, the same Type and Interest Period made on the same day by the
Lenders. Borrowings consisting of Loans of the same Type and Interest Period on
the same day shall be deemed a single Borrowing hereunder until repaid in full
or next Converted.


                                       8
<PAGE>

               "Brunot Island" shall mean collectively all generating units and
related assets located at the generating station known as Brunot Island, as more
fully described on Schedule 1.01(a) hereto, and all additions, modifications and
improvements thereto.

               "Budgeted Operating Costs" shall mean, with respect to the
Operating Budget for any fiscal year or Initial Budget Period, as applicable, of
the Borrower Entities, the aggregate amount of all Operating Costs set forth in
such Operating Budget.

               "Business Day" shall mean any day, which is not a Saturday or
Sunday, on which commercial banks are open for business in New York, New York
and Charlotte, North Carolina and, if such day relates to a borrowing of, a
payment or prepayment of principal of, or a Conversion of or into, or an
interest period for, a LIBO Rate Loan or a notice by the Borrower with respect
to any such borrowing, payment, prepayment, Conversion or interest period, which
day is also a day on which dealings in U.S. dollar deposits are carried out in
the London interbank market.

               "Capacity Backed Energy" shall mean energy; provided, that, in
the case of energy purchased prior to the deadline of any applicable Regional
ISO for purchasing Capacity Rights, such energy will be deemed to be Capacity
Backed Energy only to the extent that a Borrower Entity has purchased Capacity
Rights equivalent to the amount of such energy.

               "Capacity Rights" shall mean capacity credits, installed
capacity, unit specific capacity or similar rights to electric generation
capacity, including any associated rights to export Energy-Related Products from
the region controlled by the applicable Regional ISO, as governed by the then
current rules and regulations of such Regional ISO.

               "Capital Expenditures" shall mean, for any period, all
expenditures by any Borrower Entity which would be classified as "capital
expenditures" in accordance with GAAP (including, without limitation,
expenditures for maintenance and repairs which, in conformity with GAAP, would
be capitalized and obligations under Capital Leases).

               "Capital Lease" shall mean, with respect to any Person, any lease
of property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP, is required to be accounted for as a capital lease on the
balance sheet of that Person.

               "Capital Stock" shall mean, with respect to any Person, any and
all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interest in (however designated) the common or
preference share capital of such Person, including, without limitation,
partnership interests and limited liability company interests.

               "Carr Street Generating" shall mean Carr Street Generating
Station, L.P., a Delaware limited partnership.

               "Carr Street Generating Second Lien Security Agreement" shall
mean that certain Security Agreement, dated as of the Restructuring Effective
Date, between Carr


                                       9
<PAGE>

Street Generating and the Administrative Agent (for the benefit of the Secured
Parties), substantially in the form of Exhibit H-3 hereto.

               "Cash Collateral" shall mean Revenues or proceeds of Revolving
Loans that are used to collateralize (and not prepay) Contractual Obligations as
permitted by Section 6.07(c) of this Agreement, it being understood that "Cash
Collateral" funds are funds that are used to assure performance and are not
used, except on default, to satisfy or pay for goods or services.

               "Ceredo" shall mean collectively all generating units and related
assets located at the generating station known as Ceredo, as more fully
described on Schedule 1.01(a) attached hereto, and all additions, modifications
and improvements thereto.

               "Ceredo Bond Indenture" shall mean that certain Bond Indenture
and Security Agreement between The County Commission of Wayne County, West
Virginia and Bank One, West Virginia, National Association dated July 1, 2000.

               "Ceredo Consents" shall mean the collective reference to the
Wayne County Commission Consent, the Mountaineer Consent, the AEP Consent and
all Additional Contract Consents and Approved Agreement Consents relating to
Ceredo.

               "Ceredo Construction and Transportation Agreement" shall mean
that certain Facilities Construction and Gas Transportation Agreement between
Twelvepole and Mountaineer Gas Company dated July 12, 2000.

               "Ceredo Effective Date" shall mean December 15, 2000.

               "Ceredo Interconnection and Operation Agreement" shall mean that
certain Interconnection and Operation Agreement between American Electric Power
Service Corporation and Twelvepole dated June 28, 2000.

               "Ceredo Lease Agreement" shall mean that certain Lease Agreement
between The County Commission of Wayne County, West Virginia and Twelvepole
dated July 1, 2000.

               "Ceredo Parent Guaranty" shall mean that certain Parent Guaranty
for EPC Contract by Columbia Electric Corporation in favor of AEP Pro Serv, Inc.
dated July 5, 2000.

               "Ceredo Project Contracts" shall mean the collective reference to
(i) the Ceredo Interconnection and Operation Agreement, the Ceredo Lease
Agreement, the Management Services Agreement, the Ceredo Parent Guaranty and the
Governing Documents of Twelvepole and (ii) all other material interconnection
agreements, material power marketing agreements, all material transmission
services agreements, all material easements and material rights-of-way, and all
material utility supply agreements.


                                       10
<PAGE>

               "Ceredo Purchase and Sale Agreement" shall mean that certain
Purchase and Sale Agreement for Ceredo Electric Generating Station Project Site
between Columbia Gas Transmission Corporation and Twelvepole dated March 31,
2000.

               "Cheswick" shall mean collectively all generating units and
related assets located at the generating station known as Cheswick, as more
fully described on Schedule 1.01(a) attached hereto, and all additions,
modifications and improvements thereto.

               "Clean-Up Costs" shall have the meaning set forth in the
Environmental Insurance Policy.

               "Closing Expenses" shall mean all Fees payable by the Borrower
pursuant to any Financing Document and all other costs and expenses (including
prorated taxes) payable by the Borrower or Twelvepole which are included in
detail in the Projections or are otherwise approved by the Borrower and the Lead
Arrangers, in each case payable on the Restructuring Effective Date.

               "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

               "Collateral" shall mean at any time all property and interest of
any kind, now owned or hereafter acquired, which is at such time subject to, or
purported to be subject to, a Lien in favor of the Administrative Agent (for the
benefit of the Secured Parties) created or granted pursuant to the Security
Documents in effect at such time.

               "Collateral Agent" shall mean Bank of America, N.A., and any
successor or assign in such capacity.

               "Combined Debt Service Coverage Ratio" shall have the meaning
assigned to that term in the Holdco Deposit Account Agreement.

               "Combined Exposure" shall mean as of any date of determination,
the sum of (a) the aggregate amount of Acquisition Loans outstanding as of such
date, (b) the aggregate Revolving Loan Commitments existing as of such date, and
(c) an amount equal to 10% of the aggregate notional amount under all Interest
Hedge Contracts (other than caps or options) in effect as of such date.

               "Commitment Fees" shall mean any fees payable by the Borrower to
the Administrative Agent (for the account of the Lenders) in accordance with
Section 2.05(a).

               "Commitments" shall mean the Revolving Loan Commitments.

               "Compliance Year" shall mean a year in which compliance with any
"Emissions Regulatory Program" must be shown in accordance with Section 5.28 or
any Requirement of Law.


                                       11
<PAGE>

               "Condemnation Proceeds" shall mean all amounts and proceeds
(including instruments) received in respect of any action by any Governmental
Authority to condemn, or obtain through powers of eminent domain any portion of
the Portfolio Assets or the property or assets of any Borrower Entity.

               "Consents" shall mean the collective reference to the Borrower
Consents and the Ceredo Consents.

               "Contract Allowances" shall mean Allowances that any applicable
Borrower Entity has the exclusive contractual right to purchase in or prior to
the Compliance Year needed, from any Acceptable Allowance Counterparty, at a
fixed price pursuant to an Approved Agreement.

               "Contractual Obligation" shall mean, with respect to any Person,
any provision of any securities issued by such Person or any indenture,
mortgage, deed of trust, contract, undertaking, document, instrument or other
agreement to which such Person is a party or by which it or any of its
properties is bound or subject.

               "Conversion", "Convert" or "Converted" each refers to a
conversion of Loans pursuant to Section 2.04, including but not limited to any
selection of a longer or shorter Interest Period to be applicable thereto or any
continuation of a Loan as described in Section 2.04.

               "CPI" shall mean the consumer price index computed and issued
monthly by the Bureau of Labor Statistics of the U. S. Department of Labor.

               "Credit Party" shall mean each of the Sponsor, Holdco, Harwick,
the Borrower, each Partner and Twelvepole.

               "Debt Service" shall mean, for any period and without
duplication, the difference between (a) the sum of (i) all interest payments
paid, payable or accrued on all Indebtedness of the Borrower for borrowed money
during such period (other than interest accrued on any Permitted Affiliate
Loan), (ii) scheduled principal payments set forth on Schedule 2.07 due and
payable during such period, (iii) all payments under Interest Hedge Contracts
paid by the Borrower during such period, and (iv) all Fees (other than Fees
constituting Closing Expenses) payable by the Borrower pursuant to any Financing
Document during such period, minus (b) amounts, if any, received by the Borrower
under Interest Hedge Contracts during such period; provided, that, nothing in
this definition shall be deemed to modify Section 6.02 hereof.

               "Debt Service Account" shall mean the special account designated
by that name and established by the Administrative Agent pursuant to the Deposit
Account Agreement.

               "Debt Service Coverage Ratio" shall mean, for any period of
determination, the ratio of (i) Net Cash Flow, to (ii) Debt Service, calculated
on a trailing twelve (12) month basis; provided, that for any date of
determination that is prior to June 30, 2003, the Debt Service Coverage Ratio
shall be measured based on actual results over


                                       12
<PAGE>

the applicable period from and including July 1, 2002 to but excluding the last
day of such period; and provided, further, that, any prepayment for coal made
pursuant to any New Coal Contract and as permitted pursuant to Section 6.07(b)
shall be excluded from the calculation of the Debt Service Coverage Ratio for
the period ended December 31, 2002.

               "Debt Service Reserve Account" shall mean the special account
designated by that name and established by the Administrative Agent pursuant to
the Deposit Account Agreement.

               "Debt Service Reserve Requirement" shall mean an amount equal to,
as of any date, the aggregate Debt Service payable in the immediately successive
6 month period after such date; provided, that, the Debt Service Reserve
Requirement for any date occurring in the 6 month period immediately preceding
the Final Maturity Date, shall equal the Debt Service Reserve Requirement
calculated as of the day before the commencement of such 6 month period.

               "Default" shall mean any condition or event which, with giving of
notice or lapse of time or both, would constitute an Event of Default.

               "Default Rate" shall mean the rate determined pursuant to Section
2.06(c).

               "Deposit Account Agreement" shall mean that certain Second
Amended and Restated Deposit Account Agreement, dated as of the Restructuring
Effective Date, between the Borrower, Twelvepole and the Administrative Agent
(for the benefit of the Secured Parties), substantially in the form of Exhibit F
hereto.

               "Determination Date" shall have the meaning ascribed thereto in
Section 5.25(b).

               "Distribution" shall mean any payment or other distribution of
assets, properties, cash, rights, obligations or securities to any Person in
respect of such Person's equity ownership interest in the Borrower or on account
of any Permitted Affiliate Loans.

               "DLC" shall mean Duquesne Light Company Inc., a Pennsylvania
corporation.

               "DLC Consent" shall mean that certain consent and acknowledgment
agreement among DLC, the Administrative Agent and the Borrower in regard to the
DLC Documents dated as of April 28, 2000.

               "DLC Documents" shall mean the collective reference to the
Acquisition Agreement, the DLC Interconnection Agreements, the DLC Must-Run
Agreements, the POLR Agreement, the POLR II Agreement and the DLC Easement and
Attachment Agreement.


                                       13
<PAGE>

               "DLC Easement and Attachment Agreements" shall mean the Easement,
License and Attachment Agreements between the Borrower and DLC, dated as of
April 23, 2000.

               "DLC Interconnection Agreements" shall mean the Connection and
Site Agreements between the Borrower and DLC in respect of each of Brunot
Island, Cheswick, Elrama, and Phillips dated as of April 23, 2000.

               "DLC Letter of Credit" shall mean one or more irrevocable standby
letters of credit, substantially in the form of Exhibit T hereto issued pursuant
to Section 2.16 and satisfying the requirements set forth in the POLR Agreement
and the POLR II Agreement (or any agreement in replacement thereof that has been
approved as provided in this Agreement).

               "DLC Letter of Credit Availability Period" shall mean the period
from and including the Restructuring Effective Date to but excluding the
earliest of (a) the date six Business Days prior to the Final Maturity Date and
(b) the termination of the Revolving Loan Commitments in accordance with the
terms hereof.

               "DLC Letter of Credit Disbursement" shall mean a payment or
disbursement made by the Issuing Bank pursuant to a DLC Letter of Credit.

               "DLC Letter of Credit Exposure" shall mean at any time the sum of
(a) the aggregate undrawn amount of a DLC Letter of Credit, plus (b) the
aggregate amount of all DLC Letter of Credit Disbursements not yet reimbursed by
the Borrower as provided in Section 2.16. The DLC Letter of Credit Exposure of
any Revolving Lender at any time shall mean its Pro Rata Share (based on such
Revolving Lender's Revolving Loan Commitment) of the aggregate DLC Letter of
Credit Exposure at such time.

               "DLC Letter of Credit Fee" shall mean the fee payable to the
Issuing Bank and the Revolving Lenders pursuant to Section 2.16(f).

               "DLC Must-Run Agreements" shall mean the Must-Run Agreements
between the Sponsor and DLC in respect of each of Cheswick and Elrama, dated as
of April 24, 1999, as assigned to the Borrower.

               "Documentation Agents" shall have the meaning ascribed thereto in
the preamble to this Agreement.

               "Duquesne Control Area" shall mean the electric system or systems
owned or operated by DLC, bounded by interconnection metering and telemetry,
capable of controlling generation to maintain its interchange schedule with
other control areas and contributing to frequency regulation of the facilities
that connect DLC's electric system with other systems or control areas or with
non-utility generators.

               "Dollar" and the sign "$" shall mean lawful money of the United
States of America.


                                       14
<PAGE>

               "Easement and Attachment Agreements" shall mean the collective
reference to the DLC Easement and Attachment Agreement and the FE Easement and
Attachment Agreements.

               "ECAR" shall mean the Eastern Central Area Reliability Council.

               "Effective Date" shall have the meaning ascribed thereto in
Section 9.06(c).

               "Elrama" shall mean collectively all generating units and related
assets located at the generating station known as Elrama, as more fully
described on Schedule 1.01(a) attached hereto, and all additions, modifications
and improvements thereto.

               "Emergency" shall mean a condition or situation which is declared
or designated as an "Emergency" or for which a notice under Section 5.17 is
issued identifying such condition or situation as an "Emergency" and in the
reasonable judgment of the relevant Borrower Entity either affects or will
affect such Borrower Entity's ability to safely operate any portion of the
Portfolio Assets or the ability of any portion of the Portfolio Assets to
operate due to any sudden or unexpected mechanical breakdown, other unforeseen
event or any other event not reasonably anticipated as of the Restructuring
Effective Date.

               "Emissions Regulatory Program" shall mean any statutory or
regulatory program of any kind for the reduction of emissions of air pollutants
(including, without limitation, SO2, NOx, mercury, PM 2.5, carbon or other
greenhouse gases) established or implemented by any Governmental Authority that
applies or comes to apply to sources of air emissions at the Portfolio Assets,
whether such program now exists or is hereafter established, and pursuant to
which any required limitations on or reductions in emissions of air pollutants
may be met, in whole or in part, through the use of tradable Allowances, and
including, by way of example, and without limitation, such existing programs as
the U.S. Environmental Protection Agency's NOx Budget Trading Program and Acid
Rain Allowance Program, and such contemplated future programs as the Bush
Administration's 2001 "Clear Skies" proposal.

               "Energy-Related Products" shall mean electric capacity, energy,
ancillary services and transmission services and products.

               "Environmental Cap Ex" shall mean any Capital Expenditure project
for the purposes of effecting any planned control project contemplated by the
then current Air Emission Allowance Plan.

               "Environmental Claim" shall mean, with respect to any Person, any
written notice, claim, assertion, administrative, regulatory or judicial action,
suit, judgment, demand or other written communication by any other Person
alleging or asserting such Person's liability for investigatory costs, cleanup
costs, governmental response costs, damages to natural resources or other
property of such Person, personal injuries, fines or penalties arising out of,
based on or resulting from (a) the presence, use,


                                       15
<PAGE>

Release or threatened Release into the environment of any Hazardous Material at
any location, whether or not owned by such Person or (b) any fact, circumstance,
condition or occurrence forming the basis of any violation, or alleged
violation, of any Environmental Law. The term "Environmental Claim" shall
include, without limitation, any claim by any Governmental Authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the presence of Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

               "Environmental Insurance Policy" shall mean the environmental
impairment liability policy as more particularly described in Paragraph A(7) of
Schedule 5.06.

               "Environmental Laws" shall mean all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements with any Governmental Authority issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment,
preservation or reclamation of natural resources, the management, Release or
threatened Release of any Hazardous Material or to health and safety matters.

               "Environmental Liability" shall mean any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities, and including any Lien filed
against any Portfolio Asset in favor of any Governmental Authority), of any
Borrower Entity directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

               "Erie Boulevard" shall mean Erie Boulevard Hydropower, L.P., a
Delaware limited partnership.

               "Erie Boulevard Second Lien Security Agreement" shall mean that
certain Security Agreement, dated as of the Restructuring Effective Date,
between Erie Boulevard and the Administrative Agent (for the benefit of the
Secured Parties), substantially in the form of Exhibit H-3 hereto.

               "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

               "ERISA Affiliate" shall mean any trade, business or entity
(whether or not incorporated) that is treated as a member of a group described
in Sections 414(b) or (c) of the Code or Section 4001(b) of ERISA that includes
the Borrower, or members of the same "controlled group" as the Borrower pursuant
to Section 4001(a)(14) of ERISA.


                                       16
<PAGE>

               "Event of Default" shall have the meaning ascribed thereto in
Article VII hereof.

               "Existing Surety Bonds" shall mean those certain surety bonds
listed on Schedule 1.01(d) to this Agreement.

               "Extraordinary Proceeds" shall mean the collective reference to
(i) Condemnation Proceeds, (ii) proceeds realized from the sale of assets by any
Borrower Entity permitted pursuant to Section 6.11(c) or (d), (iii) net proceeds
from the issuance of debt (other than Permitted Affiliate Loans) or equity by
any Borrower Entity, (iv) any liquidated damage payments or penalties received
by any Borrower Entity pursuant to any Project Contract (which for the avoidance
of doubt, shall not include any costs of cover, payment adjustments for fuel
(including any such payments relating to fuel specifications), imbalance charges
or similar payments), and (v) Insurance Proceeds, to the extent such Insurance
Proceeds are not applied to the reinstatement, reconstruction, repair or
replacement of the affected Portfolio Assets pursuant to the Deposit Account
Agreement.

               "Extraordinary Proceeds Account" shall mean the special account
designated by that name and established by the Administrative Agent pursuant to
the Deposit Account Agreement.

               "FE Consent" shall mean that certain consent and acknowledgment
agreement among the FE Subsidiaries, the Administrative Agent and the Borrower
in regard to the FE Documents dated as of April 28, 2000.

               "FE Documents" shall mean the collective reference to the
Acquisition Agreement, the FE Interconnection Agreements, and the FE Easement
and Attachment Agreements.

               "FE Easement and Attachment Agreements" shall mean the Easement,
License and Attachment Agreements between the Sponsor and the applicable FE
Subsidiary, dated November 30, 1999.

               "FE Interconnection Agreements" shall mean the Connection and
Site Agreements entered into between the Sponsor and the applicable FE
Subsidiary in respect of each of Avon Lake, New Castle and Niles, dated
September 24, 1999, as assigned to the Borrower.

               "FE Subsidiaries" shall mean the collective reference to The
Cleveland Electric Illuminating Company, an Ohio corporation, Ohio Edison
Company, an Ohio corporation, and Pennsylvania Power Company, a Pennsylvania
corporation.

               "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New


                                       17
<PAGE>

York, or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for such day on such transactions received by the
Administrative Agent from three Federal Funds brokers of recognized standing
selected by it.

               "Fee Side Letters" shall mean the collective reference to (i) the
letter agreements, dated as of the Restructuring Effective Date, between the
Borrower and the Lead Arrangers, (ii) the Administrative Agent Fee Side Letter
and (iii) the letter agreement, dated as of the Restructuring Effective Date,
between the Borrower and the Collateral Agent.

               "Fees" shall mean the Agency Fee, the Commitment Fees, the DLC
Letter of Credit Fees, the Operational Letter of Credit Fees and any other fees
payable by the Borrower to any Secured Party pursuant to any Financing
Documents.

               "FERC" shall mean the Federal Energy Regulatory Commission and
its successors.

               "Final Maturity Date" shall mean with respect to the Acquisition
Loans and the Revolving Loans, the earliest to occur of (i) October 28, 2005 and
(ii) the date of acceleration of any of the Loans pursuant to the terms of the
Financing Documents.

               "Financing Documents" shall mean the collective reference to the
Credit Agreement, the Notes, the Letters of Credit, the Security Documents, the
Interest Hedge Contracts, the Fee Side Letters, the Twelvepole Guarantee, the
Holdco Guarantee, the OPNY Guarantee, the GP Guarantee, the LP Guarantee, the
Intercreditor Agreement, the OPNY Indemnity, Subrogation and Contribution
Agreement and the Holdco Indemnity and Subrogation Agreement.

               "Financing Statement" shall mean any UCC-1 financing statement or
other similar instrument which is filed pursuant to any Security Document to
perfect the security interest purported to be created thereby.

               "FPA" shall mean the Federal Power Act of 1920.

               "Fuel Plan" shall mean the plan of the Borrower addressing the
sale, procurement, transportation, storage, delivery and management of fuel to,
and the marketing, sale, transportation and delivery of excess fuel from, the
Portfolio Assets and the disposal or sale of ash and gypsum or related products
for the period from the Restructuring Effective Date until December 31, 2003 and
a similar plan delivered in respect of each calendar year thereafter in
accordance with Section 5.24 below. The initial Fuel Plan, all subsequent Fuel
Plans and any amendments thereto shall be reasonably satisfactory to the Lead
Arrangers (in consultation with the Independent Experts) in all respects.

               "Funding Breakage Costs" shall have the meaning ascribed thereto
in Section 2.09(c).


                                       18
<PAGE>

               "GAAP" shall mean generally accepted accounting principles in
effect from time to time in the United States of America.

               "General Partner" shall mean Orion Power MidWest GP, Inc., a
Delaware corporation and 1% general partner of the Borrower.

               "Governing Documents" of any Person shall mean the charter and
by-laws, memorandum or articles of association, partnership agreement, operating
agreement or other organizational or governing documents of such Person.

               "Governmental Approvals" shall mean any action, authorization,
certificate, consent, waiver, approval, license, franchise, lease, ruling,
permit, variance, order, right, tariff, rate, certification, exemption of or
from, and any filing or registration with, any Governmental Authority
(including, without limitation, all environmental permits) relating to the
ownership, operation or maintenance of the Portfolio Assets or to the execution,
delivery or performance of any Project Contract by any Person party thereto.

               "Governmental Authority" shall mean any nation or government, any
state, county, city or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, government.

               "GP Guarantee" shall mean that certain Guarantee Agreement, dated
as of the Restructuring Effective Date, by the General Partner in favor of the
Administrative Agent (for the benefit of the Secured Parties), substantially in
the form of Exhibit L-4 hereto.

               "GP Partnership Interest Pledge Agreement" shall mean that
certain Amended and Restated Partnership Interest Pledge Agreement, dated as of
the Restructuring Effective Date, between the General Partner and the
Administrative Agent (for the benefit of the Secured Parties), relating to the
General Partner's partnership interest in the Borrower, substantially in the
form of Exhibit J-1 hereto.

               "GP Second Lien Partnership Interest Pledge Agreement" shall mean
that certain Partnership Interest Pledge Agreement between the General Partner
and the OPNY Administrative Agent (for the benefit of the OPNY Secured Parties),
delivered in connection with the OPNY Restated Credit Agreement.

               "Guarantee" shall mean each of the GP Guarantee, the Holdco
Guarantee, the LP Guarantee, the Twelvepole Guarantee, and the OPNY Guarantee.

               "Guarantee Obligation" shall mean the obligation or agreement of
any Person, contingently or otherwise, to purchase or repurchase the
Indebtedness of, or assume, guaranty, endorse or otherwise become or remain
liable, directly or indirectly, for the Indebtedness, obligations, stock or
dividends of any other Person.


                                       19
<PAGE>

               "Harwick" shall mean MidWest Ash Disposal, Inc., a Delaware
corporation and a wholly-owned subsidiary of Orion Power Operating Services,
Inc. and the Sponsor.

               "Harwick Ash Agreement" shall mean that certain ash handling and
leachate management contract dated April 28, 2000 by and between the Borrower
and Harwick.

               "Harwick Consent" shall mean that certain consent and
acknowledgment agreement among Harwick, the Administrative Agent and the
Borrower relating to the Harwick Ash Agreement, dated April 28, 2000.

               "Harwick Mine Complex" shall mean the mines and subsurface rights
consisting of those certain coal mines known as the Monarch, Cornell and Old
Harwick Mines as described in the Cheswick Real Property portion of Schedule 4.9
of the Acquisition Agreement, exclusive of the Monarch Mine Dewatering Facility.

               "Hazardous Materials" shall mean all explosive or radioactive
substances and all hazardous or toxic substances or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental Law.

               "Holdco" shall mean Orion Power Capital, LLC, a Delaware limited
liability company.

               "Holdco Deposit Account Agreement" shall mean that certain
Deposit Account Agreement, dated as of the Restructuring Effective Date, between
Holdco and the Collateral Agent.

               "Holdco Guarantee" shall mean that certain Guarantee Agreement,
dated as of the Restructuring Effective Date, by Holdco in favor of the
Administrative Agent (for the benefit of the Secured Parties), substantially in
the form of Exhibit L-3 hereto.

               "Holdco Indemnity and Subrogation Agreement" shall mean that
certain Indemnity and Subrogation Agreement, dated as of the Restructuring
Effective Date, among Holdco, OPNY, the OPNY General Partner, the OPNY Limited
Partner, Astoria Generating, Carr Street, Erie Boulevard and the Administrative
Agent, substantially in the form of Exhibit L-6 hereto.

               "Holdco Midwest Second Lien Stock Pledge Agreement" shall mean
that certain Stock Pledge Agreement, dated as of the Restructuring Effective
Date, between Holdco and the Administrative Agent (for the benefit of the
Secured Parties), relating to the capital stock of OPNY General Partner and OPNY
Limited Partner owned by Holdco, substantially in the form of Exhibit I-3
hereto.

               "Holdco NY Second Lien Stock Pledge Agreement" shall mean that
certain Stock Pledge Agreement between Holdco and the OPNY Administrative Agent


                                       20
<PAGE>

(for the benefit of the OPNY Secured Parties), relating to the capital stock of
the General Partner and the Limited Partner owned by Holdco, delivered in
connection with the OPNY Restated Credit Agreement.

               "Holdco Midwest Stock Pledge Agreement" shall mean that certain
Stock Pledge Agreement, dated as of the Restructuring Effective Date, between
Holdco and the Administrative Agent (for the benefit of the Secured Parties),
relating to the capital stock of the General Partner and the Limited Partner
owned by Holdco, substantially in the form of Exhibit I-2 hereto.

               "Holdco Securities Account Control Agreement" shall mean that
certain Securities Account Control Agreement, dated as of the Restructuring
Effective Date, among Holdco, the Collateral Agent and Bank of America, N.A., as
securities intermediary thereunder, substantially in the form of Exhibit G-2
hereto.

               "Indebtedness" of any Person shall mean:

               (i) all obligations of such Person for borrowed money or for the
        deferred purchase price of property or services (including, without
        limitation, all obligations contingent or otherwise of such Person in
        connection with acceptance, letter of credit or similar facilities and
        in connection with any agreement to purchase, redeem or otherwise
        acquire for value any Capital Stock of such Person, or any rights or
        options to acquire such Capital Stock, now or hereafter outstanding);

               (ii) all obligations of such Person evidenced by bonds, notes,
        debentures or other similar instruments or securities;

               (iii) all indebtedness created or arising under any sale and
        leaseback arrangement, conditional sale or other title retention
        agreement with respect to property owned or acquired by such Person
        (whether or not the rights and remedies of the seller or lender under
        such agreement in the event of default are limited to repossession or
        sale of such property);

               (iv) all rental obligations under Capital Leases to the extent
        not included in clause (iii) above;

               (v) all Guarantee Obligations, all contingent reimbursement
        obligations under undrawn letters of credit and all other contingent
        obligations of such Person in respect of, or obligations to purchase or
        otherwise acquire or to assure payment of, Indebtedness of others;

               (vi)   all "take or pay" obligations of such Person;

               (vii) Indebtedness of others secured by any Lien upon property
        owned by such Person, whether or not assumed, but only to the extent of
        such property's fair market value;


                                       21
<PAGE>

               (viii) all obligations, contingent or otherwise, of such Person
        in connection with surety bonds; and

               (ix) all obligations of such Person under Interest Hedge
        Contracts to the extent not included in clauses (i) through (viii)
        above.

               "Indemnified Person" shall have the meaning ascribed thereto in
Section 9.04.

               "Indemnity, Subrogation and Contribution Agreement" shall mean
that certain Indemnity, Subrogation and Contribution Agreement, dated as of the
Restructuring Effective Date, by and among OPNY, Astoria Generating, Erie
Boulevard and Carr Street Generating dated as of the Restructuring Effective
Date relating to the OPNY Guarantee, substantially in the form of Exhibit L-5
hereto.

               "Independent Engineer" shall mean Stone & Webster, as independent
engineer for the Lead Arrangers, the Lenders and the Agents or any successor
thereto appointed by the Administrative Agent at the direction of the Required
Lenders after consultation with the Borrower.

               "Independent Engineer's Report" shall mean the report of the
Independent Engineer, dated as of September 5, 2002.

               "Independent Experts" shall mean the collective reference to the
Independent Engineer, the Power Market and Fuel Consultant and the Insurance
Consultant.

               "Initial Budget Period" shall have the meaning ascribed thereto
in Section 5.11(c).

               "Insurance Consultant" shall mean Marsh USA, Inc. as insurance
consultant to the Lead Arrangers, the Lenders and the Agents, or any successor
thereto appointed by the Administrative Agent on the direction of the Required
Lenders after consultation with the Borrower.

               "Insurance Consultant's Report" shall mean the report of the
Insurance Consultant, dated October 28, 2002.

               "Insurance Policies" shall mean the policies of insurance with
respect to the ownership, operation or maintenance of the Portfolio Assets
meeting the requirements set forth in Schedule 5.06.

               "Insurance Proceeds" shall mean all amounts and proceeds
(including interest, if any, thereon) and instruments in respect of the proceeds
of any Insurance Policy (other than in respect of business interruption
insurance) receivable by, or for the account of, any Borrower Entity.


                                       22
<PAGE>

               "Insurance Proceeds Account" shall mean the special account
designated by that name and established by the Administrative Agent pursuant to
the Deposit Account Agreement.

               "Intellectual Property" shall have the meaning ascribed thereto
in Section 4.19.

               "Interconnection Agreements" shall mean the collective reference
to the DLC Interconnection Agreements and the FE Interconnection Agreements.

               "Intercreditor Agreement" shall mean that certain Intercreditor
Agreement, dated as of the Restructuring Effective Date, among the
Administrative Agent, the OPNY Administrative Agent, the Collateral Agent, the
Lenders and the financial institutions party to the OPNY Restated Credit
Agreement; provided, that, if and to the extent the Intercreditor Agreement is
amended, supplemented or modified at any time or from time to time and such
amendment, supplement or modification could reasonably be expected to have an
adverse effect on any Credit Party's rights, duties or obligations hereunder or
under any other Financing Document, such amendment, supplement or modification
shall not be effective as to such Credit Party without such Credit Party's prior
written acknowledgment (which acknowledgement shall not be unreasonably
conditioned, withheld or delayed) that such amendment, modification or
supplement shall be effective for purposes of this Agreement and the other
Financing Documents.

               "Interest Hedge Contracts" shall mean the interest rate swaps,
caps, options or other interest rate hedging mechanisms entered into by the
Borrower as approved by the Administrative Agent on or prior to the
Restructuring Effective Date.

               "Interest Payment Date" shall mean (i) with respect to any LIBO
Rate Loan, the last day of the Interest Period applicable to such Loan, and, in
the case of an Interest Period of more than three months' duration, each day
that would have been an Interest Payment Date had successive Interest Periods of
three months' duration been applicable to such Loan and, in addition, the date
of any refinancing or Conversion of such LIBO Rate Loan with or to a Loan of a
different Type or with a different Interest Period, (ii) with respect to any
Base Rate Loan, each Quarterly Payment Date and, in addition, the date of any
refinancing or Conversion of such Base Rate Loan with or to a Loan of a
different Type, and (iii) the Final Maturity Date.

               "Interest Period" shall mean, for each LIBO Rate Loan the period
from the date on which such LIBO Rate Loan was most recently Converted or, if
not previously Converted, on which such LIBO Rate Loan was made, to (and
including) a date selected by the Borrower in accordance with this definition
and Article II hereof.

               All Loans comprising part of the same Borrowing shall have the
same Interest Period. The duration of each Interest Period for any LIBO Rate
Loan shall be 1, 3, 6 or, if available, 12 months, in each case as the Borrower
may select in the relevant Notice of Borrowing or Notice of Conversion;
provided, that:


                                       23
<PAGE>

               (i) any Interest Period for any Loan which would otherwise occur
        on a day other than a Business Day, the last day of such Interest Period
        shall be extended to occur on the next succeeding Business Day unless
        such extension would cause the last day of such Interest Period to occur
        in the next following calendar month, in which case the last day of such
        Interest Period shall occur on the next preceding Business Day;

               (ii) any Interest Period that begins on the last Business Day of
        a calendar month (or on a day for which there is no numerically
        corresponding day in the calendar month at the end of such Interest
        Period) shall end on the last Business Day of a calendar month; and

               (iii) the Borrower may not select any Interest Period which ends
        after the Final Maturity Date.

               "Interim Operating Budget" shall mean, during the period of any
dispute described in Section 5.11(a), an Operating Budget contemplating
expenditures in an amount equal to the lesser of (i) the expenditures
contemplated in the Operating Budget in effect for the immediately preceding
calendar year (as adjusted by the then current year's annual increase in the CPI
over such preceding calendar year and as may be further adjusted for changes in
variable costs attributable to changes in dispatch requirements during such
current year) and (ii) the expenditures contemplated in the Projections (or if
delivered more recently, the projections described in Section 5.10(c) hereof).

               "Interruptible Load" shall mean, for any Person, any power supply
obligations of such Person, to the extent that any (i) interruption,
discontinuance or curtailment thereof, or (ii) any other failure to fulfill any
such obligation, will not result in any penalty, breach of contract or other
liability to any other Person.

               "Investigation Plan" shall mean the plan for additional
investigation and delineation of the Scheduled Pollution Conditions as necessary
to develop the Remedial Action Plan, delivered to the Administrative Agent
pursuant to Section 5.21(e)(i) of the Original Credit Agreement.

               "Investment" shall mean, with respect to any Person, any direct
or indirect advance, loan or other extension of credit or capital contribution
by such Person (by means of transfers of property to others or payments for
property or services for the account or use of others, or otherwise) to any
other Person, or any direct or indirect purchase or other acquisition by such
Person of, or of a beneficial interest in, capital stock, bonds, notes,
debentures or other securities issued by any other Person.

               "Investment Grade Rating" shall mean, in respect of any
nationally recognized statistical rating organization (as such term is defined
in the Rules under the Securities Exchange Act of 1934, as amended), one of such
organization's generic categories that signifies investment grade.


                                       24
<PAGE>

               "Issuing Bank" shall mean Bank of America, N.A., in its capacity
as the issuer of the DLC Letter of Credit and any Operational Letters of Credit,
and its successors in such capacity.

               "Known Conditions List" shall mean those Pollution Conditions
identified in the reports and documents set forth on Schedule 1.01(b).

               "Lead Arranger" shall mean each of Banc of America Securities LLC
and BNP Paribas, or any of their respective Affiliates which becomes a party to
this Agreement and the other applicable Financing Documents as a "Lead
Arranger".

               "Lender" shall have the meaning ascribed thereto in the preamble
to this Agreement.

               "Letter of Credit Exposure" shall mean at any time the sum of (a)
the DLC Letter of Credit Exposure, plus (b) the Operational Letter of Credit
Exposure.

               "Letters of Credit" shall mean the DLC Letter of Credit and all
Operational Letters of Credit.

               "LIBO Lending Office" shall mean, with respect to any Lender, the
office of such Lender specified as its "LIBO Lending Office" opposite its name
on Annex I hereto, as such annex may be amended from time to time, or such other
office of an Affiliate of such Lender as such Lender may from time to time
specify to the Borrower and the Administrative Agent.

               "LIBO Rate" shall mean, with respect to any LIBO Rate Loan for
any Interest Period, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Dow Jones Market Page 3750 (or any successor
page) as the London interbank offered rate for deposits in dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period. If for
any reason such rate is not available, the term "LIBO Rate" shall mean, for any
LIBO Rate Loan for any Interest Period, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; provided, that, if more
than one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates.

               "LIBO Rate Advance" shall mean an Advance which bears interest
based upon the LIBO Rate.

               "LIBO Rate Loan" shall mean a Loan consisting of simultaneous
LIBO Rate Advances from each of the applicable Lenders.

               "LIBO Rate Margin" shall mean, during the period, (i) from and
including the Restructuring Effective Date until the date that is twelve (12)
months thereafter,


                                       25
<PAGE>

2.50%, (ii) from and including the date that is twelve (12) months after the
Restructuring Effective Date until the date that is eighteen (18) months after
the Restructuring Effective Date, 2.75%, (iii) from and including the date that
is eighteen (18) months after the Restructuring Effective Date until the date
that is twenty-four (24) months after the Restructuring Effective Date, 3.25%,
and (iv) from and including the date that is twenty-four (24) months after the
Restructuring Effective Date until and including the Final Maturity Date, 3.75%.

               "Lien" shall mean any mortgage, deed of trust, pledge, security
interest, encumbrance, lien, option, restriction, charge or deposit arrangement
or other arrangement having the practical effect of the foregoing or other
preferential arrangement of any other kind and shall include the interest of a
vendor or lessor under any conditional sale agreement, Capital Lease or other
title retention agreement.

               "Limited Partner" shall mean Orion Power MidWest LP, Inc., a
Delaware corporation and 99% limited partner of the Borrower.

               "Loans" shall mean the Acquisition Loans and the Revolving Loans,
or any of them, as the case may be.

               "LP Guarantee" shall mean that certain Guarantee Agreement, dated
as of the Restructuring Effective Date, by the Limited Partner in favor of the
Administrative Agent (for the benefit of the Secured Parties), substantially in
the form of Exhibit L-4 hereto.

               "LP Partnership Interest Pledge Agreement" shall mean that
certain Amended and Restated Partnership Interest Pledge Agreement, dated as of
the Restructuring Effective Date, between the Limited Partner and the
Administrative Agent (for the benefit of the Secured Parties), relating to the
Limited Partner's partnership interest in the Borrower, substantially in the
form of Exhibit J-3 hereto.

               "LP Second Lien Partnership Interest Pledge Agreement" shall mean
that certain Partnership Interest Pledge Agreement between the Limited Partner
and the OPNY Administrative Agent (for the benefit of the OPNY Secured Parties),
delivered in connection with the OPNY Restated Credit Agreement.

               "Major Project Party" shall mean the collective reference to the
following Persons (during the term of the applicable Project Contracts to which
they are a party, it being understood and agreed that the term of any such
Project Contract shall be deemed to terminate upon any exercise of an early
termination option expressly contained in such Project Contract which, for the
avoidance of doubt, shall not constitute any termination of any such Project
Contract pursuant to any exercise of remedies): DLC, each FE Subsidiary, RES,
REWSC, the Operator, Harwick, each other Project Party from time to time a party
to any O&M Agreement and each other Project Party which is both a party to any
agreement set forth in any of the Operational Plans and is designated as a Major
Project Party in any of the Operational Plans.


                                       26
<PAGE>

               "Management Services Agreement" shall mean the Management
Services Agreement dated May 14, 2001 by and between the Borrower and
Twelvepole.

               "Margin Stock" shall have the meaning ascribed thereto in
Regulation U.

               "Material Adverse Effect" shall mean a material adverse effect on
(i) the ability of any Credit Party, OPNY Credit Party or any Major Project
Party to perform their respective obligations under any Transaction Document to
which it is a party; (ii) the legality, validity or enforceability of any
Transaction Document; (iii) the performance, operations, prospects, business,
property, assets, liabilities or financial condition of the Borrower Entities or
of the Portfolio Assets taken as a whole; or (iv) the rights or interests of the
Secured Parties under the Financing Documents, including, without limitation,
any security interest in any material portion of the Collateral granted pursuant
thereto.

               "Material Plan" shall mean at any time a Plan or Plans having
aggregate Unfunded Liabilities in excess of $10,000,000.

               "Maximum Acquisition Loan Amount" shall mean the aggregate
principal amount of Acquisition Loans outstanding under the Original Credit
Agreement immediately after giving effect to the transactions described in
Sections 1(A), (B) and (C) of the Restructuring Effective Date Letter Agreement
and immediately before giving effect to this Agreement.

               "Maximum Revolving Loan Amount" shall mean $75,000,000.

               "Minimum Allowance Holding Requirement" shall mean a number of
Allowances sufficient to comply with all of the requirements of each applicable
Emissions Regulatory Program necessary to support no less than the percentage of
the capacity factors that underlie the Projections for the Portfolio Assets for
a Compliance Year as such percentages are set forth on Schedule 5.28(b).

               "Monarch Mine Dewatering Facility" shall mean the wastewater
collection, treatment and discharge facilities, including without limitation any
and all improvements, structures, or equipment, used in the collection,
treatment and discharge of wastewater that is located in the Township of
Indiana, County of Allegheny, Pennsylvania on the real property described as the
"Parcel Third" in the Cheswick facility real property description found at
Schedule 4.9 to the Acquisition Agreement.

               "Moody's" shall mean Moody's Investors Service, Inc., and its
successors.

               "Mortgages" shall mean the collective reference to the Borrower
Mortgages and the Twelvepole Mortgage.

               "Mountaineer Consent" shall mean that certain consent and
acknowledgment agreement among Mountaineer Gas Company, the Administrative Agent
and Twelvepole, in regard to the Ceredo Construction and Transportation
Agreement, dated as of January 8, 2001.


                                       27
<PAGE>

               "Multiemployer Plan" shall mean at any time an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any
Borrower Entity, the Operator or any ERISA Affiliate makes, or is making or
accruing an obligation to make contributions or has within the preceding five
plan years made contributions, including for these purposes any Person which
ceased to be an ERISA Affiliate during such five year period.

               "Must-Run Agreements" shall mean the DLC Must-Run Agreements.

               "Net Cash Flow" shall mean for any period, the amount, if any, by
which Revenues for such period exceed Operating Costs for such period.

               "Netting Agreement" shall mean that certain Netting Agreement,
dated as of the Restructuring Effective Date, among RES, the Borrower and
Twelvepole.

               "New Castle" shall mean collectively all generating units and
related assets located at the generating station known as New Castle, as more
fully described on Schedule 1.01(a) hereto, and all additions, modifications and
improvements thereto.

               "New Coal Contracts" shall mean those Project Contracts listed on
Schedule 1.01(e).

               "Niles" shall mean all generating units and related assets
located at the generating station known as Niles, as more fully described on
Schedule 1.01(a) hereto, and all additions, modifications and improvements
thereto.

               "Non-Owned Covered Locations Schedule" shall mean the "Non-Owned
Covered Locations Schedule" attached to and made a part of the Environmental
Insurance Policy.

               "Non-Recourse Party" shall have the meaning ascribed thereto in
Section 9.16.

               "Notes" shall mean the collective reference to the Acquisition
Loan Notes and the Revolving Loan Notes.

               "Notice Date" shall have the meaning ascribed thereto in Section
2.09(a).

               "Notice of Borrowing" shall mean a Notice of Revolving Borrowing.

               "Notice of Conversion" shall have the meaning ascribed thereto in
Section 2.04.

               "Notice of Revolving Borrowing" shall have the meaning ascribed
thereto in Section 2.03(b).


                                       28
<PAGE>

               "O&M Agreement" shall mean that certain Asset Management,
Operation and Maintenance Services Agreement, dated as of April 28, 2000 between
the Borrower and the Operator.

               "O&M Plan" shall mean the plan of the Borrower (delivered to the
Lead Arrangers on or before the Restructuring Effective Date) addressing the
operation and maintenance of the Portfolio Assets for the period from the
Restructuring Effective Date to December 31, 2003 and a similar plan delivered
in respect of each calendar year thereafter in accordance with Section 5.24
below. The initial O&M Plan, all subsequent O&M Plans and any amendments thereto
shall be reasonably satisfactory to the Lead Arrangers (in consultation with the
Independent Experts) in all respects.

               "Obligations" shall mean (i) all principal, interest, fees and
other liabilities payable from time to time by the Credit Parties to the Secured
Parties under the Financing Documents (including, without limitation, those
payable with respect to any Loan, the DLC Letter of Credit and any Operational
Letters of Credit) as well as all other indebtedness, obligations and
liabilities (including, without limitation, guaranties and other contingent
liabilities) of the Credit Parties to the Secured Parties arising under or in
connection with any Financing Document, in each case whether now existing or
hereafter arising, (ii) all obligations under any Interest Hedge Contracts to
which a Swap Bank is a party relating to the Obligations referred to in clause
(i) above, (iii) any and all sums advanced by the Secured Parties pursuant to
the Financing Documents in order to preserve the Collateral or preserve the
Administrative Agent's security interest in the Collateral and (iv) in the event
of any proceeding for the collection or enforcement of any indebtedness,
obligations or liabilities of the Credit Parties referred to above, the expenses
of retaking, holding, preparing for sale or lease, selling or otherwise
disposing of or realizing on the Collateral, or of any exercise by the Secured
Parties of their rights hereunder or under any other Financing Document,
together with attorneys' fees and disbursements and court costs.

               "Operating Account" shall mean the special account designated by
that name and established by the Administrative Agent pursuant to the Deposit
Account Agreement.

               "Operating Budget" shall mean a budget of Capital Expenditures
and Operating Costs for the period from the Restructuring Effective Date to the
conclusion of the then current calendar year and the immediately succeeding
calendar year; and, for each full calendar year thereafter, a similar budget for
such calendar year and the immediately succeeding calendar year in each
instance, set forth on a monthly basis and, in each case, as such budget is
administered pursuant to Section 5.11 hereof. The initial Operating Budget shall
be in form and substance reasonably satisfactory to the Lead Arrangers and the
Borrower, and subsequent Operating Budgets shall be in form and substance
reasonably satisfactory to the Borrower and the Administrative Agent (after
consultation with the Independent Experts).

               "Operating Costs" shall mean with respect to the Borrower
Entities or the Portfolio Assets, for any period, the difference between (a) the
sum (without duplication)


                                       29
<PAGE>

of the following amounts, in each case to the extent disbursed in cash by, or
for the benefit of, any Borrower Entity or the Portfolio Assets during such
period: (i) the sum of all salaries, employee benefits, labor costs and other
compensation expended in the operation of the Portfolio Assets, plus (ii) the
cost of raw materials, emissions control related costs (including costs of
required materials, supplies and chemicals relating to operations of emission
control equipment and costs of emission offsets and including Owned Allowances
and Contract Allowances), fuel, fuel related taxes, fuel procurement and
handling costs, ash handling costs, permitting and licensing costs and the cost
of other materials, supplies and utilities, including the transportation costs
for raw materials, fuel and such other materials, supplies and utilities,
consumed in the operation of the Portfolio Assets, and the cost of
Energy-Related Products purchases and any commitments or options to purchase
Energy-Related Products in compliance with the Operational Plans then in effect,
plus (iii) insurance premiums incurred in maintaining the insurance coverages
required by this Agreement and the other Project Contracts, plus (iv) all other
cash expenditures for administrative expense, operating costs, power marketing
costs, and energy hedging costs, ancillary service and transmission procurement
costs and expenses, professional expenses, maintenance expenditures and property
taxes, fuel related taxes and all other taxes (other than income taxes),
incurred in the operation of the Portfolio Assets, plus (v) all costs and
expenses paid by any Borrower Entity pursuant to any O&M Agreement, plus (vi)
all Capital Expenditures, plus (vii) all amounts paid by any Borrower Entity in
respect of any Emergency during such period and plus (viii) amounts deposited
into the Replacement Capital Expenditure Pre-Funding Account, and (b) the sum of
(i) amounts released from the Allowance Purchase Reserve Account for purchases
of allowances during such period that were used by the Borrower Entities to
comply with this Agreement, (ii) amounts released from the Replacement Capital
Expenditure Pre-Funding Account during such period pursuant to the terms of the
Deposit Account Agreement, and (iii) Closing Expenses. For the avoidance of
doubt, income taxes resulting from the operation and ownership of the Portfolio
Assets and amounts posted as Cash Collateral pursuant to the terms of this
Agreement are not Operating Costs. For the avoidance of doubt, for purposes of
calculating the Debt Service Coverage Ratio, prepayments of Operating Costs
(other than as expressly permitted in the definition of Debt Service Coverage
Ratio with regard to certain prepayments under the New Coal Contracts) shall be
included in the Debt Service Coverage Ratio as an Operating Cost at the time
such prepayment is made.

               "Operational Letter of Credit" shall mean any letter of credit
issued by the Issuing Bank for the account of the Borrower in accordance with
the terms of Section 2.17.

               "Operational Letter of Credit Availability Period" shall mean the
period from and including the Restructuring Effective Date to but excluding the
earliest of (a) the date five Business Days prior to the Final Maturity Date and
(b) the termination of the Revolving Loan Commitments in accordance with the
terms hereof.

               "Operational Letter of Credit Disbursement" shall have the
meaning assigned to that term in Section 2.17(g) below.


                                       30
<PAGE>

               "Operational Letter of Credit Exposure" shall mean at any time
the sum of (a) the aggregate undrawn amount of all outstanding Operational
Letters of Credit, plus (b) the aggregate amount of all Operational Letter of
Credit Disbursements not yet reimbursed by the Borrower as provided in Section
2.17. The Operational Letter of Credit Exposure of any Revolving Lender at any
time shall mean its Pro Rata Share (based on such Revolving Lender's Revolving
Loan Commitment) of the aggregate Operational Letter of Credit Exposure at such
time.

               "Operational Letter of Credit Fee" shall mean the fee payable to
the Issuing Bank and the Revolving Lenders pursuant to Section 2.17(f).

               "Operational Plans" shall mean the collective reference to the
Fuel Plan, the O&M Plan and the Power Marketing Plan, each as in effect from
time to time.

               "Operator Consent" shall mean that certain consent and
acknowledgment agreement, among Operator, the Administrative Agent and the
Borrower relating to the O&M Agreement, dated as of April 28, 2000.

               "Operator" shall mean Orion Power Operating Services MidWest,
Inc., a Delaware corporation.

               "OPH Membership Interest Pledge Agreement" shall mean that
certain Membership Interest Pledge Agreement, dated as of the Restructuring
Effective Date, among Sponsor and the Collateral Agent (for the benefit of the
Secured Parties and the OPNY Secured Parties), substantially in the form of
Exhibit I-1 hereto.

               "OPMW Guarantee" shall mean that certain Guarantee Agreement,
dated as of the Restructuring Effective Date, by the Borrower Entities in favor
of the OPNY Administrative Agent (for the benefit of the OPNY Secured Parties),
delivered in connection with the OPNY Restated Credit Agreement.

               "OPMW Primary Security Documents" shall mean the collective
reference to the Borrower Security Agreement, the Twelvepole Security Agreement,
the Securities Account Control Agreement, the Holdco Securities Account Control
Agreement, the Deposit Account Agreement, the Holdco Deposit Account Agreement,
the Consents, the Partnership Interest Pledge Agreements, the OPH Membership
Interest Pledge Agreement, the Holdco Midwest Stock Pledge Agreement, the
Borrower Twelvepole LLC Interest Pledge Agreement, the Twelvepole Mortgage, the
Borrower Mortgages, the Twelvepole Intercompany Working Capital Note, the
Twelvepole Intercompany Agreement, and all filings made pursuant to any of the
above.

               "OPMW Second Lien Documents" shall mean the collective reference
to the Holdco Midwest Second Lien Stock Pledge Agreement, the OPNY Second Lien
Borrower Partnership Interest Pledge Agreement, the OPNY Second Lien GP
Partnership Interest Pledge Agreement, the OPNY Second Lien LP Partnership
Interest Pledge Agreement, the OPNY Second Lien Borrower Security Agreement and
the OPNY Second Lien Subsidiary Security Agreements.


                                       31
<PAGE>

               "OPNY" shall mean Orion Power New York, L.P., a Delaware limited
partnership.

               "OPNY Administrative Agent" shall mean Bank of America, N.A., as
administrative agent for the lenders party to the OPNY Restated Credit
Agreement.

               "OPNY Combined Exposure" shall have the meaning assigned to the
term "Combined Exposure" in the OPNY Credit Agreement.

               "OPNY Credit Parties" shall mean each of Holdco, OPNY, OPNY
General Partner, OPNY Limited Partner, Astoria Generating, Erie Boulevard and
Carr Street Generating.

               "OPNY General Partner" shall mean Orion Power New York GP, Inc.,
a Delaware corporation and 0.2% general partner of OPNY.

               "OPNY Guarantee" shall mean that certain Guarantee Agreement,
dated as of the Restructuring Effective Date, by OPNY, Astoria Generating, Erie
Boulevard and Carr Street Generating in favor of the Administrative Agent (for
the benefit of the Secured Parties), substantially in the form of Exhibit L-2
hereto.

               "OPNY Limited Partner" shall mean Orion Power New York LP, Inc.,
a Delaware corporation and 99.8% limited partner of OPNY.

               "OPNY Obligations" shall mean the "Obligations" as defined in the
OPNY Restated Credit Agreement.

               "OPNY Restated Credit Agreement" shall mean that certain Amended
and Restated Credit Agreement, dated as of October 28, 2002, among OPNY, the
OPNY Administrative Agent and the OPNY Secured Parties.

               "OPNY Second Lien Borrower Partnership Interest Pledge Agreement"
shall mean that certain Borrower Partnership Interest Pledge Agreement dated as
of the Restructuring Effective Date, between OPNY and the Administrative Agent
(for the benefit of the Secured Parties) relating to OPNY's membership interest
in Astoria Generating, Erie Boulevard and Carr Street Generating, substantially
in the form of Exhibit J-4 hereto.

               "OPNY Second Lien Borrower Security Agreement" shall mean that
certain Security Agreement, dated as of the Restructuring Effective Date,
between OPNY and the Administrative Agent (for the benefit of the Secured
Parties), substantially in the form of Exhibit H-2 hereto.

               "OPNY Second Lien Documents" shall mean the collective reference
to the Holdco NY Second Lien Stock Pledge Agreement, the GP Second Lien
Partnership Interest Pledge Agreement, the LP Second Lien Partnership Interest
Pledge Agreement, the Borrower Twelvepole Second Lien LLC Interest Pledge
Agreement, the Borrower


                                       32
<PAGE>

Second Lien Security Agreement, the Second Lien Mortgages, the Twelvepole Second
Lien Security Agreement and the Twelvepole Second Lien Mortgage.

               "OPNY Second Lien GP Partnership Interest Pledge Agreement" shall
mean that certain Partnership Interest Pledge Agreement, dated as of the
Restructuring Effective Date, between the OPNY General Partner and the
Administrative Agent (for the benefit of the Secured Parties), relating to OPNY
General Partner's general partnership interest in OPNY, Astoria Generating, Carr
Street and Erie Boulevard, substantially in the form of Exhibit J-5 hereto.

               "OPNY Second Lien LP Partnership Interest Pledge Agreement" shall
mean that certain Partnership Interest Pledge Agreement, dated as of the
Restructuring Effective Date, between the OPNY Limited Partner and the
Administrative Agent (for the benefit of the Secured Parties), relating to OPNY
Limited Partner's limited partnership interest in OPNY, substantially in the
form of Exhibit J-6 hereto.

               "OPNY Second Lien Subsidiary Security Agreements" shall mean a
collective reference to the Astoria Generating Second Lien Security Agreement,
the Carr Street Generating Second Lien Security Agreement and the Erie Boulevard
Second Lien Security Agreement.

               "OPNY Secured Parties" shall mean the OPNY Administrative Agent,
the lead arrangers, the syndication agent, the documentation agents, the issuing
bank and the financial institutions party to the OPNY Restated Credit Agreement
and any swap banks thereunder.

               "Original Closing Date" shall mean April 28, 2000.

               "Original Credit Agreement" shall have the meaning ascribed
thereto in the recitals of this Agreement.

               "Owned Allowances" shall mean Allowances acquired by, or
allocated by any applicable Governmental Authority to, any applicable Borrower
Entity and owned free and clear of all Liens (other than Permitted Liens), and
held by such Borrower Entity exclusively in its name.

               "Partners" shall mean the collective reference to the General
Partner and the Limited Partner.

               "Partnership Interest Pledge Agreements" shall mean the
collective reference to the GP Partnership Interest Pledge Agreement and the LP
Partnership Interest Pledge Agreement.

               "PBGC" shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar
functions.

               "Permitted Affiliate Loans" shall mean any loan from the Sponsor
or any Affiliate of the Sponsor which (a) is unsecured, (b) does not require
payments of


                                       33
<PAGE>

principal or interest to be made thereunder or permit any exercise of lender
remedies (including, without limitation, acceleration of the applicable
indebtedness) until after all of the Obligations have been indefeasibly paid in
full in cash, all Letters of Credit have been cancelled or have expired and all
amounts thereunder have been indefeasibly reimbursed in full in cash and all
Commitments have terminated, (c) is subordinated in all respects to the
Obligations of the Borrower on, and payments in respect of principal thereof and
interest thereon are made in accordance with, the terms set forth on Exhibit U
hereto, and (d) is created and evidenced by documents and instruments that
contain clear legends indicating such documents and instruments are subordinated
to the Obligations pursuant to the terms of the agreement described in clause
(c) preceding.

               "Permitted Distribution" shall mean, with respect to any Borrower
Entities, Distributions to Holdco, and with respect to Holdco, shall have the
meaning ascribed thereto in the Holdco Deposit Account Agreement.

               "Permitted Indebtedness" shall mean (i) Indebtedness of any
Borrower Entity under the Financing Documents; (ii) Indebtedness of Twelvepole
to the Borrower as evidenced by the Twelvepole Intercompany Working Capital
Note; (iii) Indebtedness of the Borrower Entities under the OPMW Guarantee; (iv)
Indebtedness in respect of operating leases (and not Capital Leases) where the
aggregate rental obligation (excluding indemnity and expense reimbursement
payments) of the Borrower Entities under all such operating leases shall not
exceed $5,000,000 at any time; (v) Indebtedness in respect of trade amounts
payable which are incurred in the ordinary course of business and payable within
60 days (and within a period of not more than 90 days with respect to trade
amounts payable to RES or any of its Affiliates) of the date incurred, but only
to the extent such amounts are incurred in connection with the operation or
maintenance of the Portfolio Assets or any Borrower Entity's interest therein or
otherwise in compliance with Operational Plans then in effect; (vi) Indebtedness
in respect of surety bonds incurred in connection with the ordinary course of
operation of the Portfolio Assets that does not exceed $25,000,000 in the
aggregate at any one time outstanding; (vii) Permitted Affiliate Loans; and
(viii) "take or pay" obligations contemplated by the Fuel Plan then in effect or
contained in any Project Contract.

               "Permitted Investments" shall mean any of the following
instruments or transactions:

               (i) direct obligations of the United States of America or
        obligations fully guaranteed as to principal and interest by the United
        States of America, maturing not later than 30 days from the date of
        acquisition thereof;

               (ii) certificates of deposit issued by, bankers' acceptances
        created by, or time deposits with any bank or trust company which is
        organized under the laws of the United States of America or any state
        thereof, and having capital, surplus and undivided profits of at least
        $500,000,000 and a Tomson Bank Watch Rating of "B" or better, and that
        is rated "A" or better by S&P or "A1" by Moody's maturing not later than
        30 days from the date of acquisition thereof;


                                       34
<PAGE>

               (iii) commercial paper rated (on the date of acquisition thereof)
        A-1 or better by S&P and P-1 or better by Moody's, maturing not more
        than 30 days from the date of acquisition thereof;

               (iv) repurchase obligations with a term of not more than seven
        days for underlying securities of the types described in clauses (i) and
        (ii) above, entered into with any financial institution meeting the
        qualifications specified in clause (iii) above; and

               (v) investments in money market funds or money market mutual
        funds sponsored by any securities broker dealer of recognized national
        standing (or an affiliate thereof), having an investment policy that
        requires substantially all the invested assets of such fund to be
        invested in investments described in any one or more of the foregoing
        clauses having a rating of "A" or better by S&P or "A1" or better by
        Moody's (including money market funds for which the Administrative Agent
        in its individual capacity or any of its affiliates is investment
        manager or adviser).

               "Permitted Liens" shall mean the collective reference to (i)
Liens for taxes, assessments and other governmental charges not yet due or
payable, or the validity of which are being contested in good faith by
appropriate proceedings and as to which Acceptable Reserves have been
established, (ii) deposits or pledges to secure the payment of workmen's
compensation, unemployment insurance or other social security benefits or
obligations, public or statutory obligations or other obligations of a like
general nature incurred in the ordinary course of business, (iii) easements,
licenses, restrictions on the use of real property and other matters affecting,
or other irregularities in, title thereto which are expressly listed or
described in either the owner's or the lender's policies of title insurance
delivered on the Original Closing Date or the Ceredo Effective Date, as
applicable, as contemplated by Article III of the Original Credit Agreement, or
as expressly permitted by any Security Document, (iv) mechanic's,
warehouseman's, carrier's, materialmen's, or other like liens arising in the
ordinary course of business securing obligations which (a) are not yet due or
(b) are being contested in good faith by appropriate proceedings and as to which
Acceptable Reserves have been established as security therefor, (v) rights and
interests of the parties as provided in the Financing Documents, including,
without limitation, Liens securing the Obligations under the Security Documents,
(vi) Liens arising out of judgments or awards, but only so long as an appeal or
proceeding for review is being prosecuted in good faith and Acceptable Reserves
have been established, (vii) rights and interests of the OPNY Secured Parties
under the OPNY Second Lien Documents, (viii) Liens to secure, statutory
obligations or performance of bids, tenders or contracts (other than for the
repayment of borrowed money) in the ordinary course of its business, (ix)
precautionary filings under the applicable Uniform Commercial Code by a lessor
with respect to personal property leased to such Person or any Subsidiary of
such Person to the extent such lease is permitted under the Financing Documents,
(x) rights to set off or hold back amounts pursuant to the POLR Agreement or the
POLR II Agreement, (xi) purchase option rights, transfer restrictions and
similar encumbrances set forth in the Ceredo Purchase and Sale


                                       35
<PAGE>

Agreement, (xii) set-off rights under the Netting Agreement, and (xiii) Liens on
cash that is used as Cash Collateral as permitted in Section 6.07(c).

               "Person" shall mean an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority, limited liability company or other entity of
whatever nature.

               "Phillips" shall mean collectively all generating units and
related assets located at the generating station known as Phillips, as more
fully described on Schedule 1.01(a) hereto, and all additions, modifications and
improvements thereto. Notwithstanding anything herein to the contrary, the
parties hereto acknowledge and agree that, as of the Restructuring Effective
Date, the Phillips generating station is in cold storage and may remain in cold
storage until the Borrower elects to place such station into operation.

               "Plan" shall mean at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code and
either (i) is sponsored, maintained, or contributed to, by any Borrower Entity,
the Operator or any ERISA Affiliate or (ii) has at any time within the preceding
five years been sponsored, maintained, or contributed to, by any Borrower
Entity, the Operator or any Person which was at such time an ERISA Affiliate.

               "Pollution Conditions" shall have the meaning as set forth in the
Environmental Insurance Policy.

               "POLR Agreement" shall mean the POLR Agreement, dated as of
September 24, 1999, by and between DLC and the Sponsor (as assigned to the
Borrower).

               "POLR II Agreement" shall mean the POLR II Agreement, dated as of
April 16, 2000, by and between DLC and the Borrower.

               "Portfolio Assets" shall mean the collective reference to the
Avon Lake, Brunot Island, Ceredo, Cheswick, Elrama, New Castle, Niles and
Phillips facilities.

               "Power Market and Fuel Consultant" shall mean Pace Global Energy
Services, Inc., as power market and fuel consultant to the Lead Arrangers, the
Lenders and the Agents, or any successor thereto appointed by the Administrative
Agent on the direction of the Required Lenders after consultation with the
Borrower.

               "Power Market and Fuel Consultant's Report" shall mean the
collective reference to the power marketing report and the fuel report of the
Power Market and Fuel Consultant, each dated as of October 28, 2002.

               "Power Marketing Plan" shall mean the plan of the Borrower
addressing, among other things, the marketing and sale of Energy-Related
Products produced by the Portfolio Assets and the purchase of Energy-Related
Products necessary or advisable for


                                       36
<PAGE>

the performance by any Borrower Entity of its obligations under any Project
Contract, as well as an energy hedging strategy, for the period from the
Restructuring Effective Date until December 31, 2003 and a similar plan
delivered in respect of each calendar year thereafter in accordance with Section
5.25 below. The initial Power Marketing Plan, all subsequent Power Marketing
Plans and any amendments thereto shall be reasonably satisfactory to the Lead
Arrangers (in consultation with the Independent Experts) in all respects.

               "Prepayment Account" shall mean the special account designated by
that name and established by the Administrative Agent pursuant to the Deposit
Account Agreement.

               "Principal Payments" shall mean, collectively, all principal
reductions of the Obligations and the OPNY Obligations that occur after the
Restructuring Effective Date, including all scheduled principal payments and all
prepayments of principal, whether voluntary or mandatory (other than prepayments
resulting from liquidation of property, plant or equipment of any Borrower
Entity (whether as the result of a casualty, permitted sale or otherwise).

               "Prohibited Transaction" shall mean any transaction described in
Section 406 of ERISA which is not exempt by reason of Section 408 of ERISA or
the transitional rules set forth in Section 414(c) of ERISA and any transaction
described in Section 4975(c)(1) of the Code which is not exempt by reason of
Section 4975(c)(2) or Section 4975(d) of the Code, or the transitional rules of
Section 2003(c) of ERISA.

               "Project Contracts" shall mean the collective reference to (i)
the POLR Agreement, the POLR II Agreement (unless and until terminated in
accordance with its terms), the Must-Run Agreements, the Easement and Attachment
Agreements, the Interconnection Agreements, the O&M Agreement, the Harwick Ash
Agreement, the Netting Agreement and the Governing Documents of the Credit
Parties, (ii) the Ceredo Project Contracts, (iii) all other material
interconnection agreements, material power marketing agreements, all material
transmission services agreements, all material easements and material
rights-of-way, and all material utility supply agreements, (iv) all Additional
Contracts and (v) all Approved Agreements designated as a "Project Contract"
either (x) on Schedule 3.01(b) hereto, or (y) at the time of approval by the
Lead Arrangers as an "Approved Agreement" pursuant to the terms hereof.

               "Project Party" shall mean the collective reference to the Major
Project Parties and each other Person which from time to time becomes a party to
a Project Contract.

               "Projections" shall mean the pro forma financial projections for
the twenty years of operations of the Portfolio Assets immediately following the
Restructuring Effective Date, as delivered on the Restructuring Effective Date
in form and substance reasonably acceptable to the Borrower and the Lead
Arrangers, as updated pursuant to Section 5.10(c).


                                       37
<PAGE>

               "Pro Rata Share" shall mean (i) as to any Acquisition Lender, the
percentage set forth opposite such Lender's name on Annex I attached hereto
(which percentages for all such Lenders shall equal 100%), as such annex may be
amended from time to time, under the heading entitled "Pro Rata
Share--Acquisition Loan," and (ii) as to any Revolving Lender, the percentage
set forth opposite such Lender's name on Annex I attached hereto (which
percentages for all such Lenders shall equal 100%), as such annex may be amended
from time to time, under the heading entitled "Pro Rata Share--Revolving Loan".

               "Prudent Industry Practice" shall mean (i) with respect to a
particular time, those practices, methods, techniques, standards, third-party
contract counterparty collateral requirements and acts engaged in, required by
or approved by a significant portion of the competitive, non-regulated fossil
fuel fired electric generating industry at such time, including those practices,
methods, techniques, standards, third-party contract counterparty collateral
requirements and acts necessary to operate in the reliability region in which
the applicable Portfolio Assets are located, or (ii) with respect to any matter
to which clause (i) does not apply, any of the practices, methods, third-party
contract counterparty collateral requirement or other similar collateral
requirement and acts which, in the exercise of reasonable judgment at the time
the decision was made, could have been expected to accomplish the desired result
consistent with good business practices, reliability, safety and expedition.
"Prudent Industry Practice" is not intended to be limited to the optimum
practice, method, collateral requirement or act to the exclusion of all others,
but rather to be a spectrum of possible practices, methods or acts having due
regard for, among other things, current market practices, manufacturers'
warranties and the requirements of any Governmental Authority of competent
jurisdiction.

               "PUHCA" shall mean the Public Utility Holding Company Act of
1935, as amended.

               "Quarterly Payment Date" shall mean each March 31, June 30,
September 30 and December 31 occurring after the Restructuring Effective Date
and up to, and including, the Final Maturity Date.

               "Regional ISO" shall mean any fully operational independent
system operator, power pool or similar entity that operates the transmission
system and has the ability to make and/or clear purchases and sales of
Energy-Related Products for the region within, or adjacent to that in, which any
of Portfolio Assets are located.

               "Register" shall have the meaning ascribed thereto in Section
9.06(e).

               "Regulation U" shall mean Regulation U of the Board of Governors
of the Federal Reserve System as from time to time in effect and any successor
thereto.

               "Release" shall mean any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment, including the movement of
Hazardous Materials through ambient air, soil, surface water, ground water,
wetlands, land or subsurface strata.


                                       38
<PAGE>

               "Reliant" shall mean Reliant Resources, Inc., a Delaware
corporation.

               "Remedial Action Plan" shall have the meaning as set forth in
Section 5.21(c)(i).

               "Remedy Notice" shall have the meaning ascribed thereto in
Article VII.

               "Replacement Capital Expenditure Pre-Funding Account" shall mean
the special account designated by that name and established by the
Administrative Agent pursuant to the Deposit Account Agreement.

               "Replacement Lender" shall have the meaning ascribed thereto in
Section 2.15.

               "Required Lenders" shall mean, as of any date, Secured Parties
holding 51% of the Combined Exposure as of such date.

               "Requirement of Law" shall mean any foreign, federal, state,
local or municipal laws, rules, orders, judgments, regulations, statutes,
ordinances, codes, or published decrees of any Governmental Authority (including
any determination of an arbitration or a court or other Governmental Authority)
and including, without limitation, all Environmental Laws.

               "RES" shall mean Reliant Energy Services, Inc., a Delaware
corporation.

               "RES Consent" shall mean that certain consent and acknowledgement
agreement among RES, the Administrative Agent and the Borrower.

               "Responsible Officer" shall mean (i) with respect to the Sponsor
or any Subsidiary of the Sponsor, the president, any senior vice president, vice
president-finance, vice president-accounting, treasurer, controller, or any vice
president of operations thereof and, with respect to certifications, the
Secretary or Assistant Secretary thereof; (ii) with respect to any other Person
(other than a partnership or limited liability company), the chief executive
officer, the president and any senior vice president of such Person or, with
respect to financial matters, the chief financial officer or treasurer of such
Person and, (iii) with respect to any partnership or limited liability company,
the president, any senior vice president, vice president-finance, vice
president-accounting, controller, secretary, treasurer and any vice president of
operations of a general partner or manager in such Person or, with respect to
financial matters, the chief financial officer, the senior vice
president-finance, the vice president-finance or the treasurer of the general
partner or manager of such partnership or limited liability company, or, with
respect to certifications, the Secretary or Assistant Secretary of the general
partner or manager of such partnership or limited liability company. Solely for
the purposes of Section 5.17, a Responsible Officer of any Borrower Entity shall
include any designated compliance officer of such Borrower Entity and the
Borrower shall cause Reliant's General Counsel and Deputy General Counsel to use
reasonable efforts to keep the Borrower Entities' Responsible Officers informed
with respect to the occurrence or existence of any matter


                                       39
<PAGE>

of which such General Counsel or Deputy General Counsel obtains actual knowledge
and for which notice is required as described in Section 5.17.

               "Restructuring Effective Date" shall mean the date on which all
of the conditions precedent set forth in Section 3.01 hereof have been satisfied
or waived.

               "Restructuring Effective Date Letter Agreement" shall mean the
Letter Agreement, dated as of the Restructuring Effective Date, among the
Borrower the Administrative Agent (on behalf of the Secured Parties), OPNY and
the OPNY Administrative Agent (on behalf of the OPNY Secured Parties),
substantially in the form of Exhibit P hereto.

               "Revenue Account" shall mean the special account designated by
that name and established by the Administrative Agent pursuant to the Deposit
Account Agreement.

               "Revenues" shall mean for any period, all cash income and
receipts derived from the ownership and ordinary course of operation of the
Portfolio Assets, including, without limitation, revenues from the sale of
Energy-Related Products, proceeds of business interruption insurance, revenues
in respect of forward sales and similar options to the extent received in cash
by any Borrower Entity, interest and other income earned on amounts on deposit
in the Accounts and Permitted Investments, but excluding any amounts offset or
held back under the POLR Agreement or the POLR II Agreement. For the avoidance
of doubt, contributions from Holdco as contemplated by the Holdco Deposit
Account Agreement, any equity contributions from any Person and the proceeds of
Indebtedness for borrowed money shall not be considered Revenues.

               "Revolving Advance" shall mean an advance by a Revolving Lender
to the Borrower as part of a Revolving Loan pursuant to Section 2.02(a).

               "Revolving Lender" shall mean each Lender that, from time to
time, has Revolving Loan Commitments outstanding or holds Revolving Loans.

               "Revolving Loan" shall mean a Loan consisting of simultaneous
Revolving Advances of the same Type from each of the Revolving Lenders pursuant
to Section 2.02(a).

               "Revolving Loan Availability Period" shall mean the period from
and including the Restructuring Effective Date to but excluding the Final
Maturity Date.

               "Revolving Loan Commitment" shall mean, as to any Lender, the
amount set forth opposite such Lender's name on Annex I hereto under the heading
"Revolving Loan Commitments" as such annex may be amended from time to time and
as such amount may be reduced from time to time pursuant to the terms of this
Agreement or increased or reduced from time to time by assignment pursuant to
Section 9.06.


                                       40
<PAGE>

               "Revolving Loan Exposure" shall mean, on any date of
determination and as to any Revolving Lender, the aggregate outstanding
principal amount of Revolving Advances made or held by such Revolving Lender as
of such date.

               "Revolving Loan Funding Date" shall mean any Business Day on or
after the Restructuring Effective Date and prior to the Final Maturity Date, on
which the conditions precedent contained in Section 3.02 shall have been
satisfied and the Lenders shall make Revolving Advances in accordance with the
terms hereof.

               "Revolving Loan Notes" shall have the meaning ascribed thereto in
Section 2.02(b)(i).

               "REWSC" shall mean Reliant Energy Wholesale Services Corporation,
a Delaware corporation.

               "REWSC Consent" shall mean that certain consent and
acknowledgement agreement among REWSC, the Administrative Agent and the
Borrower.

               "S&P" shall mean Standard and Poor's Rating Services, and its
successors.

               "Scheduled Pollution Conditions" shall mean those specified known
contamination conditions set forth on the endorsement to the Environmental
Insurance Policy entitled "Specified Pollution Conditions Subject to a
Self-Insured Retention Endorsement."

               "Second Lien Mortgages" shall mean one or more Mortgage, Security
Agreement, Fixture Filing and Assignment of Leases and Rents executed and
delivered by OPMW in favor of the OPNY Administrative Agent (for the benefit of
the OPNY Secured Parties) in respect of real property located in Allegheny
County, Pennsylvania, Beaver County, Pennsylvania, Lawrence County,
Pennsylvania, Washington County, Pennsylvania, Lorain County, Ohio and Trumbull
County, Ohio which is owned or leased by OPMW delivered in connection with the
OPNY Restated Credit Agreement.

               "Secured Parties" shall mean the Agents, the Lead Arrangers, the
Lenders, the Swap Banks and the Issuing Bank.

               "Securities Account Control Agreement" shall mean that certain
Amended and Restated Securities Account Control Agreement, dated as of the
Restructuring Effective Date, among the Borrower, the Administrative Agent and
Bank of America, N.A., as securities intermediary thereunder, substantially in
the form of Exhibit G-1 hereto.

               "Security Agreements" shall mean the collective reference to the
Borrower Security Agreement, the Twelvepole Security Agreement, the OPNY Second
Lien Security Agreement, the Erie Boulevard Second Lien Security Agreement, the
Carr Street Generating Second Lien Security Agreement and the Astoria Generating
Second Lien Security Agreement.


                                       41
<PAGE>

               "Security Documents" shall mean the collective reference to the
OPMW Primary Security Documents and the OPMW Second Lien Documents.

               "Semi-Annual Date" shall mean each June 30 and December 31 to
occur after the Restructuring Effective Date and up to, and including, the Final
Maturity Date.

               "Settlement Amount" shall mean the amount payable by the Borrower
pursuant to the terms of an Interest Hedge Contract, in connection with an early
termination, in whole or in part, thereunder.

               "Solvency Opinion" shall mean the certification from Valuation
Research Corporation as to the financial condition, available surplus and
solvency of Holdco and the Borrower Entities after giving effect to the
transactions contemplated hereby and the incurrence of indebtedness related
hereto.

               "Sponsor" shall mean Orion Power Holdings, Inc., a Delaware
corporation.

               "Sponsor High Yield Debt" shall mean the 12% Senior Notes due
2010 issued by the Sponsor pursuant to an indenture dated April 27, 2000, for up
to an aggregate principal amount not to exceed $425,000,000 and the 4.5% Senior
Notes due June 1, 2008 for an aggregate principal amount of up to $200,000,000,
issued on May 31, 2001.

               "Subsidiary" shall mean with respect to any Person, any
corporation or other legal entity of which a majority of the Capital Stock or
other ownership interests having ordinary voting power (other than stock or such
other ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by
such Person.

               "Swap Banks" shall mean any Lender from time to time party to an
Interest Hedge Contract.

               "Swap Trigger Event" shall mean that the ten year treasury rate
shall be greater than 7% for any period of three (3) consecutive days.

               "Syndication Agent" shall have the meaning ascribed thereto in
the preamble of this Agreement.

               "Taxes" shall have the meaning ascribed thereto in Section
2.12(a).

               "Total Capacity" for any period, shall mean an amount of electric
capacity, calculated in megawatts, equal to (i) the total name-plate capacity of
the Portfolio Assets (other than Phillips, unless and to the extent Phillips is
operational), plus all purchases and options to call on Capacity Backed Energy
from Acceptable Capacity Providers for physical delivery to any Borrower Entity
during such period pursuant to any Approved Power Purchase Agreement, minus (ii)
the sum of (x) the greater of (a)


                                       42
<PAGE>

capacity lost as a result of unplanned outages, (b) 600 MW or (c) the capacity
of the largest individual unit, or group of related units, to the extent not
operable on a stand alone basis, plus (y) all megawatts subject to planned
outages during such period, plus (z) all megawatts required for the operation
of, and generation of electricity from, the Portfolio Assets.

               "Total Load Forecast" for any period, shall mean an amount of
capacity, calculated in megawatts, equal to (i) the sum of the energy and its
associated capacity required to be delivered by DLC as the POLR provider in
Duquesne Control Area during such period, plus all energy and associated
capacity sales and options to sell such energy and capacity to Approved Capacity
Purchasers for the delivery by the Borrower of such energy and capacity during
such period pursuant to any Approved Power Sales Agreement or otherwise in
accordance with the then current Power Marketing Plan, minus (ii) the sum of (A)
all Interruptible Load of the Borrower and (B) all energy described in clause
(i) of this definition to be provided by EGSs (as such term is defined in the
POLR Agreement and the POLR II Agreement) for such period and for which the
Borrower has no obligation to supply under the POLR Agreement or the POLR II
Agreement, as the case may be.

               "Transaction Documents" shall mean the collective reference to
the Financing Documents and the Project Contracts.

               "Transfer" shall mean any sale, transfer, assignment,
hypothecation, pledge or other disposition, and, when used as a verb shall have
a correlative meaning.

               "Twelvepole" shall mean Twelvepole Creek, LLC, a Delaware limited
liability company and a single-purpose entity created for the purpose of
constructing, owning and operating Ceredo.

               "Twelvepole Guarantee" shall mean a Amended and Restated
Subsidiary Guarantee Agreement, dated as of the Restructuring Effective Date,
from Twelvepole in favor of the Administrative Agent (for the benefit of the
Secured Parties), in the form of Exhibit L-1 hereto.

               "Twelvepole Intercompany Agreement" shall mean an Amended and
Restated Intercompany Working Capital Agreement, dated the Restructuring
Effective Date, substantially in the form of Exhibit K-1 hereto.

               "Twelvepole Intercompany Working Capital Note" shall mean an
Amended and Restated Intercompany Working Capital Note of Twelvepole, payable to
the order of the Borrower, dated as of the Restructuring Effective Date,
substantially in the form of Exhibit K-2 hereto.

               "Twelvepole Mortgage" shall mean the Amended and Restated Credit
Line Deed of Trust, Security Agreement, Fixture Filing and Assignment of Leases
and Rents executed and delivered by Twelvepole in favor of the Administrative
Agent (for the benefit of the Secured Parties) in respect of real property
located in Wayne County,


                                       43
<PAGE>

West Virginia which is owned or leased by Twelvepole (including, subject to the
provisions of Section 6.11 hereof, all present and future real property
interests of Twelvepole in Ceredo), substantially in the form of Exhibit N-1.

               "Twelvepole Operating Agreement" shall mean that certain Amended
and Restated Limited Liability Company Operating Agreement, dated December 21,
2000, by the Borrower as the sole member of Twelvepole.

               "Twelvepole Second Lien Mortgage" shall mean a Mortgage, Security
Agreement, Fixture Filing and Assignment of Leases and Rents executed and
delivered by Twelvepole in favor of the OPNY Administrative Agent (for the
benefit of the OPNY Secured Parties) in respect of real property located in
Wayne County, West Virginia which is owned or leased by Twelvepole, delivered in
connection with the OPNY Restated Credit Agreement.

               "Twelvepole Second Lien Security Agreement" shall mean that
certain Security Agreement, between Twelvepole and the OPNY Administrative Agent
(for the benefit of the OPNY Secured Parties), delivered in connection with the
OPNY Restated Credit Agreement.

               "Twelvepole Security Agreement" shall mean that certain Amended
and Restated Assignment and Security Agreement, between Twelvepole and the
Administrative Agent (for the benefit of the Secured Parties), substantially in
the form of Exhibit M hereto.

               "Type" of any Loan shall mean, as the context requires, a Base
Rate Loan or a LIBO Rate Loan.

               "Unfunded Liabilities" shall mean, with respect to any Plan at
any time, the amount (if any), by which (i) the value of all benefit liabilities
under such Plan, determined on a plan termination basis using the assumptions
prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the
fair market value of all Plan assets allocable to such liabilities under Title
IV of ERISA (excluding any accrued but unpaid contributions), all determined as
of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of the Borrower or an ERISA
Affiliate to the PBGC or any other Person under Title IV of ERISA.

               "Wayne County Commission Consent" shall mean a consent and
acknowledgement agreement and estoppel letter among The County Commission of
Wayne County, West Virginia, the Administrative Agent and Twelvepole, relating
to the Ceredo Lease Agreement and the Twelvepole Mortgage, in form and substance
reasonably acceptable to the Lead Arrangers.

               Section 1.02 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP, and all
financial data required to be delivered hereunder shall be prepared in
accordance with GAAP.


                                       44
<PAGE>

               Section 1.03 Computation of Time Periods. Except as otherwise
provided herein, in this Agreement, in the computation of periods of time from a
specified date to a later specified date, the word "from" means "from and
including" and words "to" and "until" each means "to but excluding".

               Section 1.04 Rules of Construction. When used in this Agreement:
(a) "or" is not exclusive; (b) a reference to a Requirement of Law includes any
amendment or modification to such Requirement of Law; (c) a reference to a
Person includes its permitted successors and permitted assigns; (d) a reference
to an agreement, instrument or document shall, except as otherwise expressly
provided herein, include such agreement, instrument or document and all exhibits
and schedules thereto as the same may be amended, modified or supplemented from
time to time in accordance with its terms and as permitted by the Financing
Documents and (e) the words "include," "includes," and "including" mean
"including without limitation."

                                   ARTICLE II
                                CREDIT FACILITIES

               Section 2.01 Acquisition Loans.

               (a) Acquisition Loan Commitments. Once prepaid or repaid, an
Acquisition Loan cannot be reborrowed.

               (b) Acquisition Loan Notes.

                      (i) All Acquisition Loan Advances made by each Acquisition
               Lender shall be evidenced by the Acquisition Loan Note of the
               Borrower in the form of Exhibit A hereto (each an "Acquisition
               Loan Note" and, collectively, the "Acquisition Loan Notes"),
               dated the Restructuring Effective Date, payable to the order of
               such Acquisition Lender for the account of its Applicable Lending
               Office in an aggregate principal amount equal to its Pro Rata
               Share of the Maximum Acquisition Loan Amount and otherwise duly
               completed. Each Acquisition Loan Note shall (A) represent the
               Borrower's obligation to pay the aggregate unpaid principal
               amount of all outstanding Acquisition Loan Advances made by such
               Acquisition Lender, (B) be stated to mature on the Final Maturity
               Date, (C) bear interest for the period from the date thereof
               until paid in full on the unpaid principal amount thereof from
               time to time outstanding at the applicable interest rate per
               annum provided in, and payable as specified in, this Agreement,
               and (D) be entitled to the benefits of this Agreement, the
               Security Documents, the Twelvepole Guarantee, the GP Guarantee,
               the LP Guarantee, the OPNY Guarantee and the Holdco Guarantee.

                      (ii) Each Acquisition Lender is hereby authorized to
               record the date and the amount of each Acquisition Loan Advance
               made by it and the Type thereof and the date and amount of each
               payment and prepayment of principal made with respect thereto,
               and all Conversions of such Advances


                                       45
<PAGE>

               pursuant to Section 2.04, and prior to any Transfer of its
               Acquisition Loan Note, may annotate on the schedule forming a
               part thereof appropriate notations to evidence the foregoing
               information with respect to each such Acquisition Loan Advance
               then outstanding; provided, that, failure by such Acquisition
               Lender to make any such annotation or any error therein shall not
               affect the obligations of the Borrower hereunder or under such
               Acquisition Loan Note in respect of such Acquisition Loan
               Advances evidenced thereby. Each Acquisition Lender is hereby
               irrevocably authorized by the Borrower to endorse its Acquisition
               Loan Note and to attach to and make a part of its Acquisition
               Loan Note a continuation of such schedule as and when required.

               (c) Type of Acquisition Loan Advances. All or any portion of
Acquisition Loan Advances shall be either Base Rate Advances or LIBO Rate
Advances and may be Converted or continued from time to time pursuant to Section
2.04.

               (d) [Intentionally omitted.]

               (e) Repayment of Acquisition Loans. On each Quarterly Payment
Date, the Borrower shall repay the Acquisition Loans in accordance with Schedule
2.07 and in accordance with the terms of the Deposit Account Agreement. On the
Final Maturity Date, the Borrower shall repay the aggregate principal amount of
all Acquisition Loans outstanding on such date.

               Section 2.02 Revolving Loans.

               (a) Revolving Loan Commitments

                      (i) Subject to the terms and conditions of this Agreement
               and relying on the representations and warranties set forth
               herein, each Revolving Lender severally agrees to make Revolving
               Advances to the Borrower, during the Revolving Loan Availability
               Period on any Revolving Loan Funding Date, in an amount equal to
               its Pro Rata Share of the Revolving Loan requested to be made on
               such date, but in no event shall the sum of (x) any Revolving
               Advance made by any Revolving Lender as of any date, plus (y) the
               aggregate principal amount of Revolving Advances previously made
               by such Revolving Lender that remain outstanding and unpaid as of
               such date, plus (z) such Revolving Lender's Letter of Credit
               Exposure on such date, exceed such Revolving Lender's Revolving
               Loan Commitment. As of any date, the aggregate amount of all
               Revolving Advances made by all Revolving Lenders hereunder and
               that remain outstanding and unpaid from time to time plus the
               aggregate amount of all Letter of Credit Exposure on such date,
               shall not in any event exceed the Maximum Revolving Loan Amount.
               Unless earlier terminated in accordance herewith, the Revolving
               Loan Commitments shall terminate in their entirety on the Final
               Maturity Date.


                                       46
<PAGE>

               Subject to the terms hereof, Revolving Loans that are repaid
               prior to the Final Maturity Date may be reborrowed.

                      (ii) The failure of any Revolving Lender to make a
               Revolving Advance to be made by it as part of any Revolving Loan
               shall not relieve, in and of itself, any other Revolving Lender
               of its obligation hereunder to make its Revolving Advance on the
               date of such Revolving Loan, but no Revolving Lender shall be
               responsible for the failure of any other Revolving Lender to make
               the Revolving Advance to be made by such other Revolving Lender
               on the date of such Revolving Loan.

               (b) Revolving Loan Notes

                      (i) All Revolving Advances made by each Revolving Lender
               shall be evidenced by a Revolving Loan Note of the Borrower in
               the form of Exhibit B hereto (each a "Revolving Loan Note" and,
               collectively, the "Revolving Loan Notes"), dated the
               Restructuring Effective Date, payable to such Revolving Lender
               for the account of its Applicable Lending Office in an aggregate
               principal amount equal to its Pro Rata Share of the Maximum
               Revolving Loan Amount and otherwise duly completed. Each
               Revolving Loan Note shall (A) represent the Borrower's obligation
               to pay the aggregate unpaid principal amount of all outstanding
               Revolving Advances made by such Revolving Lender, (B) be stated
               to mature on the Final Maturity Date, (C) bear interest for the
               period from the date thereof until paid in full on the unpaid
               principal amount thereof from time to time outstanding at the
               applicable interest rate per annum provided in, and payable as
               specified in, this Agreement, and (D) be entitled to the benefits
               of this Agreement, the Security Documents, the Twelvepole
               Guarantee, the GP Guarantee, the LP Guarantee, the OPNY Guarantee
               and the Holdco Guarantee.

                      (ii) Each Revolving Lender is hereby authorized to record
               the date and amount of each Revolving Advance made by it and the
               Type thereof and the date and amount of each payment and
               prepayment of principal made with respect thereto, and all
               Conversions of such Advances pursuant to Section 2.04, and prior
               to any Transfer of its Revolving Loan Note may annotate on the
               schedule forming a part thereof appropriate notations to evidence
               the foregoing information with respect to each such Revolving
               Advance then outstanding; provided, that, failure by such
               Revolving Lender to make any such annotation or any error therein
               shall not affect the obligations of the Borrower hereunder or
               under such Revolving Loan Note in respect of such Revolving
               Advances evidenced thereby. Each Revolving Lender is hereby
               irrevocably authorized by the Borrower to endorse its Revolving
               Loan Note and to attach to and make a part of its Revolving Loan
               Note a continuation of such schedule as and when required.


                                       47
<PAGE>

               (c) Types of Revolving Advances. All or any portion of any
Revolving Advances shall be either Base Rate Advances or LIBO Rate Advances, and
may be Converted or continued from time to time pursuant to Section 2.04.

               (d) Use of Proceeds of Revolving Loans. The Borrower shall use
the proceeds of each Revolving Loan solely (i) to pay, or to finance the payment
of Operating Costs of the Borrower Entities to the extent that funds in the
Operating Account are insufficient for such purpose, and (ii) to make
prepayments of Operating Costs and to provide Cash Collateral to the extent
permitted by, and subject to the limitations of, Section 6.07 of this Agreement.
In no event shall the proceeds of Revolving Loans be used to (a) pay Debt
Service, (b) make Distributions, or (c) make a contribution to the capital of
any Subsidiary of the Borrower.

               (e) Repayment; Cleanup Call.

                      (i) The Borrower shall repay the principal of all
               outstanding Revolving Loans in full on the Final Maturity Date.

                      (ii) Notwithstanding anything to the contrary in this
               Agreement, for so long as the Revolving Loan Commitments are in
               effect, the Borrower agrees to repay the principal amount of
               Revolving Loans outstanding from time to time such that in all
               events, for a period of ten (10) consecutive days during each
               calendar year (beginning with the 2003 calendar year) in which
               either a Revolving Loan Commitment is in effect or any Loan
               remains outstanding and unpaid there shall be no Revolving Loans
               in excess of $10,000,000 outstanding under this Agreement. It is
               also understood and agreed that the Borrower may not comply with
               the terms of this Section 2.02(e)(ii) for consecutive calendar
               years during two (2) consecutive ten (10) day periods. Once this
               Section 2.02(e)(ii) has been complied with for a calendar year
               then, in order for the Borrower to meet its obligations under
               this Section 2.02(e)(ii) for the subsequent calendar year, (a) a
               Revolving Loan must have been made since the previous calendar
               year's compliance herewith, and (b) a minimum of thirty (30)
               calendar days must have been elapsed since the date of compliance
               herewith for the previous calendar year. It is further understood
               and agreed that with respect to calendar year 2005, repayment in
               full of all Revolving Loans on the Final Maturity Date shall
               constitute compliance with this Section 2.02(e)(ii).

               Section 2.03 Borrowings

               (a) [Intentionally omitted.].

               (b) Revolving Loans. Each Revolving Loan shall be made on notice
from the Borrower to the Administrative Agent, given not later than 10:00 a.m.
(New York City time) (x) on the third (3rd) Business Day prior to the proposed
Revolving Loan Funding Date, if such Revolving Loan is to be a LIBO Rate Loan,
or (y) on the Business


                                       48
<PAGE>

Day prior to the proposed Revolving Loan Funding Date, if such Revolving Loan is
to be a Base Rate Loan. Such notice by the Borrower (a "Notice of Revolving
Borrowing"), shall be irrevocable and shall be in writing in substantially the
form of Exhibit D, specifying therein (i) the proposed Revolving Loan Funding
Date, (ii) the requested aggregate amount of the Revolving Loan, (iii) any
specific payment instructions regarding the disbursement of the proceeds of such
Revolving Loan, (iv) the requested Type of Revolving Loan and (v) with respect
to a LIBO Rate Loan, the initial Interest Period applicable thereto. The Notice
of Revolving Borrowing shall be accompanied by the certificates and information
required by Section 3.02. The Administrative Agent shall give each Revolving
Lender prompt notice of the Notice of Revolving Borrowing by telecopy, telex or
cable. Each Revolving Lender shall, no later than 10:00 a.m. (New York City
time) on the applicable Revolving Loan Funding Date, make available to the
Administrative Agent, for the account of its Applicable Lending Office, in
immediately available funds, the amount of such Revolving Lender's Revolving
Advance. Subject to the Administrative Agent's receipt of such funds and
fulfillment of the applicable conditions set forth in Article III for such
Loans, the Administrative Agent will make such funds available to the Borrower
by depositing the proceeds of such Revolving Loan into the Operating Account.

               (c) Participations. If the Administrative Agent has not received
from the Borrower the payment required by Section 2.16(g) by 12:30 p.m. (New
York City time), on the Business Day immediately following the date on which the
Issuing Bank has notified the Borrower and the Administrative Agent that payment
of a draft presented under any DLC Letter of Credit or any Operational Letter of
Credit will be made, as provided in Section 2.16(g) or 2.17(g), as applicable,
the Administrative Agent will promptly notify the Issuing Bank and each
Revolving Lender of the DLC Letter of Credit Disbursement or any Operational
Letter of Credit Disbursement, as the case may be, and, in the case of each
Revolving Lender, its Pro Rata Share (based on such Revolving Lender's Revolving
Loan Commitment) of the DLC Letter of Credit Disbursement or any Operational
Letter of Credit Disbursement, as the case may be. Not later than 10:00 a.m.
(New York City time) on the next Business Day, each Revolving Lender shall,
irrespective of the existence of any Default or Event of Default or failure of
any other applicable condition precedent, make available its Pro Rata Share of
the DLC Letter of Credit Disbursement or any Operational Letter of Credit
Disbursement, as the case may be, in Federal or other funds immediately
available in New York, New York, to the Administrative Agent at its address set
forth in Section 9.01. Any such funding of a DLC Letter of Credit Disbursement
or any Operational Letter of Credit Disbursement, as the case may be, by the
Revolving Lenders shall be considered as Revolving Advances made to the
Borrower. Any Revolving Loans made pursuant to this Section 2.03(c) shall be
made as Base Rate Loans and the Administrative Agent will promptly make such
funds available to the Issuing Bank. In the event that any Revolving Advance
cannot for any reason be made on the date otherwise required above (including,
as a result of the commencement of a proceeding under the Bankruptcy Code with
respect to the Borrower), then each Revolving Lender shall forthwith purchase
(as of the date such Revolving Advance would otherwise have occurred) from the
Issuing Bank such Revolving Lender's Pro Rata Share of the DLC Letter of Credit
Disbursement or any Operational Letter of Credit Disbursement, as the case may
be.


                                       49
<PAGE>

               Section 2.04 Election of Interest Rates.

               (a) So long as no Default or Event of Default shall have occurred
and be continuing (and notwithstanding the existence of any Default or Event of
Default with respect to a Conversion from a LIBO Rate Loan to a Base Rate Loan),
the Borrower may from time to time elect to Convert any Loan of any Type to a
Loan of the same or any other Type on the following terms and subject to the
following conditions:

                      (i) Each such Conversion shall be made as to all or a
               portion of the outstanding Loans, on notice given not later than
               10:00 a.m. (New York City time) on the third (3rd) Business Day
               prior to the date of the proposed Conversion, in the case of any
               such Conversion into LIBO Rate Loans, or on the Business Day
               prior to the date of the proposed Conversion, in the case of any
               such Conversion into Base Rate Loans, by the Borrower to the
               Administrative Agent, who shall give each applicable Lender
               prompt notice thereof. Each such notice of Conversion (a "Notice
               of Conversion") shall be in writing in substantially the form of
               Exhibit E hereto, specifying therein the requested (A) date of
               such Conversion, (B) Type of, and, with respect to LIBO Rate
               Loans, Interest Period applicable to, the Loans proposed to be
               Converted, (C) Type of Loans to which such Loans are proposed to
               be Converted, (D) in the case of a Conversion to LIBO Rate Loans,
               initial Interest Period to be applicable to the Loans resulting
               from such Conversion and (E) aggregate amount of Loans proposed
               to be Converted. If the Notice of Conversion applies only to a
               portion of the aggregate principal amount of the Loans, (X) such
               portion shall be allocated ratably among the applicable Lenders
               and (Y) both the portion to which the Notice of Conversion
               applies and the remaining portion to which it does not apply,
               shall be sufficient to meet the minimum amounts specified in
               Section 2.06(f). In the case of a proposed Conversion into LIBO
               Rate Loans, the Administrative Agent shall, within one Business
               Day of receiving the Notice of Conversion from the Borrower,
               notify each applicable Lender of the interest rate to be
               applicable to such LIBO Rate Loan resulting from such Conversion
               pursuant to this Section 2.04.

                      (ii) LIBO Rate Loans may not be Converted on a date other
               than the last day of the Interest Period then applicable thereto.

                      (iii) No Conversion may be requested by the Borrower
               hereunder unless made in compliance with the definition of
               "Interest Period," Section 2.06 and Section 2.10.

                      (iv) Any selection by the Borrower of a longer or shorter
               Interest Period to be applicable to any LIBO Rate Loan shall be
               deemed a Conversion pursuant to this Section 2.04, shall be
               governed by the terms and conditions hereof and shall be notified
               to the Administrative Agent as herein provided. In the event the
               Borrower shall fail to elect an Interest


                                       50
<PAGE>

               Period in respect of any LIBO Rate Loan prior to the expiration
               of the then current Interest Period in respect of such LIBO Rate
               Loan, then such LIBO Rate Loan shall automatically be Converted
               into a Base Rate Loan in accordance with this Section 2.04.

               (b) Each Notice of Borrowing and Notice of Conversion shall be
irrevocable and binding on the Borrower. The Borrower shall indemnify each
Lender against any loss, cost or expense incurred by such Lender as a result of
any failure to fulfill, on or before the proposed date specified in such Notice
of Borrowing or Notice of Conversion, as the case may be, the applicable
conditions set forth in this Article II or Article III, including, without
limitation, any loss, cost or expense incurred by reason of the liquidation or
re-employment of deposits or other funds acquired by such Lender to fund or
Convert such Loan.

               (c) So long as any Interest Hedge Contract is in effect with
respect to any Loans, the Borrower shall maintain as LIBO Rate Loans having
Interest Periods corresponding to the payment dates under such Interest Hedge
Contract an aggregate amount of Loans at least equal to the notional amount then
in effect under such Interest Hedge Contract, except to the extent the Borrower
would be prevented from complying with this Section 2.04(c) by operation of
Section 2.10.

               Section 2.05 Fees.

               (a) Commitment Fee. The Borrower shall pay to the Administrative
Agent, quarterly in arrears on each Quarterly Payment Date, for the account of
each Lender, commitment fees (the "Commitment Fees") of .50% per annum on the
average daily unutilized amount of each Revolving Lender's Revolving Loan
Commitment during the period from the Restructuring Effective Date until, and
including, the Final Maturity Date. For purposes of this Section 2.05(a), the
"unutilized amount" of a Revolving Lender's Revolving Loan Commitment on any
date shall mean the amount of such Revolving Lender's Revolving Loan Commitment
on such date, minus the sum of (X) its outstanding Revolving Advances on such
date and (Y) its Letter of Credit Exposure on such date.

               (b) Agency Fee. The Borrower shall pay the Agency Fee to the
Administrative Agent, for the Administrative Agent's own account, in accordance
with the terms of the Administrative Agent Fee Side Letter.

               (c) Letter of Credit Fees. The Borrower shall pay (i) the DLC
Letter of Credit Fees to the applicable Persons in accordance with the terms set
forth in Section 2.16 below and (ii) any Operational Letter of Credit Fees to
the applicable Persons in accordance with the terms set forth in Section 2.17
below.

               (d) Other Fees. The Borrower shall pay all Fees not specifically
contemplated by clauses (a) and (b) of this Section 2.05 to the appropriate
Persons in the amounts and at such times as set forth in the Fee Side Letters
and any other applicable Financing Document.


                                       51
<PAGE>

               Section 2.06 Interest. The Borrower shall pay interest on the
unpaid principal amount of each Advance made by each Lender from the date of
such Advance until such principal amount shall be paid in full, at one of the
following rates per annum:

               (a) If such Advance is a Base Rate Advance, a rate per annum
equal at all times to the sum of the Base Rate in effect from time to time plus
the Applicable Margin, payable quarterly in arrears on each applicable Interest
Payment Date and on the date that such Base Rate Advance shall be repaid in
full.

               (b) If such Advance is a LIBO Rate Advance, a rate per annum
equal at all times during each Interest Period for such Advance to the sum of
the LIBO Rate for such Interest Period for such Advance plus the Applicable
Margin, payable on the applicable Interest Payment Date and on the date that
such LIBO Rate Advance shall be repaid in full.

               (c) If an Event of Default shall have occurred and be continuing
and whether or not so specified in any Note, the Borrower shall pay, upon
receipt of written demand, interest on the entire principal amount of the Loans
to the extent permitted by applicable Requirements of Law, on any overdue
installment of interest and on any other amount due hereunder during such period
at a rate per annum equal at all times to 2.00% plus the LIBO Rate for such
period plus the LIBO Rate Margin for such period, if the Loans are LIBO Rate
Loans or, at a rate per annum equal to 2.00% plus the Base Rate for such period
plus the Base Rate Margin for such period, if the Loans are Base Rate Loans,
which increased interest shall be payable on the last Business Day of each month
during the continuation of such Event of Default.

               (d) If the Administrative Agent is unable at any time to
determine the LIBO Rate for LIBO Rate Loans, if the Administrative Agent shall
determine that the LIBO Rate does not reflect the cost of funding LIBO Rate
Loans or if any Lender shall have determined that such Lender is unable to
acquire funding in a reasonable manner so as to make available LIBO Rate Loans
in the amount and for the Interest Period requested, the right to maintain the
Loans as LIBO Rate Loans shall be suspended at the end of the then current
Interest Period and all Loans shall be maintained as Base Rate Loans until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

               (e) At no time shall more than six (6) different Interest Periods
be in effect as to outstanding LIBO Rate Loans hereunder.

               (f) Each LIBO Rate Loan shall be in a minimum aggregate principal
amount of $1,000,000.

               Section 2.07 Mandatory Prepayments.

               (a) Subject to Section 2.07(c) hereof, all Extraordinary Proceeds
received by the Administrative Agent or any Borrower Entity shall be applied to
prepay the then outstanding Acquisition Loans in accordance with the Deposit
Account


                                       52
<PAGE>

Agreement, and after all Acquisition Loans have been prepaid in full, applied to
prepay then outstanding Revolving Loans in accordance with the Deposit Account
Agreement. Any prepayment of Revolving Loans required by this Section 2.07(a)
shall automatically reduce pro rata the amount of Revolving Loan Commitments by
an amount equal to the prepayment so required. Contemporaneously with any
reduction of Revolving Commitments required by this Section 2.07(a), the
Borrower shall cash collateralize with the Administrative Agent the difference
between (y) any Letter of Credit Exposure existing at such time, less (z) the
aggregate amount of the Revolving Loan Commitments existing after the
application of the terms of this Section 2.07(a), until such time as such Letter
of Credit Exposure no longer exists. Nothing in this Section 2.07(a) shall be
deemed to imply that any of the activities or actions described in clauses (ii)
or (iii) of the definition of Extraordinary Proceeds are permitted under this
Agreement other than as specifically set forth in this Agreement.

               (b) In addition to the foregoing, until the Final Maturity Date,
the Borrower shall prepay the Acquisition Loans (i) on a quarterly basis in such
amounts as set forth on Schedule 2.07 attached hereto unless accelerated sooner
pursuant to Article VII and (ii) upon receipt of the proceeds of any equity
contribution or loan from Holdco when and as required by the Holdco Deposit
Account Agreement.

               (c) Notwithstanding Section 2.07(a) hereof, to the extent that
prepayment of Loans with Extraordinary Proceeds would require the Borrower to
pay Funding Breakage Costs in accordance with Section 2.09(c) below, such
Extraordinary Proceeds shall be deposited in the Extraordinary Proceeds Account
in accordance with the Deposit Account Agreement until such date(s) as the
application of such proceeds can be applied to the prepayment of Loans without
incurring such Funding Breakage Costs.

        Otherwise, in the case of LIBO Rate Loans which shall be prepaid
pursuant to this Section 2.07, the Borrower shall, concurrently with such
prepayment, pay all applicable Funding Breakage Costs in accordance with Section
2.09(c) below.

               (d) In the event the interest rate on any Acquisition Loan is
fixed or capped pursuant to an Interest Hedge Contract, the Borrower shall pay
all Settlement Amounts required under such Interest Hedge Contract in connection
with any mandatory prepayment of such Loan.

               Section 2.08 Voluntary Prepayment; Termination of Commitments;
Revolving Commitment Reductions(a) . (a) As permitted by the Deposit Account
Agreement or the Holdco Deposit Account Agreement, the Borrower may, upon at
least five Business Days' prior written notice to the Administrative Agent
stating the proposed date and aggregate principal amount of the prepayment, and
if such notice is given the Borrower shall, prepay the outstanding principal
amounts of the Loans in whole or ratably in part in the amount set forth in such
notice, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided, that (i) each partial prepayment shall be in
a minimum aggregate principal amount of $1,000,000 or whole multiples thereof
(or, if less, the entire balance then remaining), (ii) concurrently with such
payment, the Borrower shall pay all applicable Funding Breakage Costs in


                                       53
<PAGE>

accordance with Section 2.09(c) below and, (iii) to the extent applicable, the
Borrower shall have reduced the aggregate notional amounts of any Interest Hedge
Contracts existing on such prepayment date such that such aggregate notional
amounts do not exceed the aggregate principal amount of outstanding Loans on
such date and shall have paid any Settlement Amounts incurred in connection
therewith. Each such voluntary prepayment shall otherwise be without penalty or
premium.

               (b) The Revolving Loan Commitments shall be automatically
terminated on the expiration of the Revolving Loan Availability Period.

               (c) Upon at least five Business Days' prior irrevocable
written or telecopy notice to the Administrative Agent, the Borrower may at any
time in whole permanently terminate, or from time to time in part permanently
reduce, the Revolving Loan Commitments; provided, that, (i) each partial
reduction of the Revolving Loan Commitments shall be in an aggregate principal
amount which is equal to $1,000,000 or an integral multiple thereof; (ii)
concurrently with such payment, the Borrower shall pay all applicable Funding
Breakage Costs in accordance with Section 2.09(c) below, (iii) to the extent
applicable, the Borrower shall have reduced the aggregate notional amounts of
any Interest Hedge Contracts existing on such prepayment date such that such
aggregate notional amounts do not exceed the aggregate principal amount of
outstanding Loans on such date and shall have paid any Settlement Amounts
incurred in connection therewith, and (iv) concurrently with any such reduction
in the Revolving Loan Commitments, the Borrower shall deposit with the
Administrative Agent cash collateral in an amount equal to the difference
between (y) any Letter of Credit Exposure existing at such time, less (z) the
aggregate amount of the Revolving Loan Commitments existing after the
effectiveness of such reduction, until such time as such Letter of Credit
Exposure no longer exists.

               (d) Each reduction in the Revolving Loan Commitments shall be
made ratably among the Revolving Lenders in accordance with their respective
Revolving Loan Commitments. The Borrower shall pay to the Administrative Agent
for the account of the Revolving Lenders, on the date of each termination or
reduction of the Revolving Loan Commitments, all accrued but unpaid Commitment
Fees on the amount of the Revolving Loan Commitments so terminated or reduced
accrued to the date of such termination or reduction.

               (e) Upon at least five Business Days' prior irrevocable
written or telecopy notice to the Administrative Agent, the Borrower may at any
time prepay all or any portion of the outstanding principal balance of the
Revolving Loans pursuant to Section 5.1(c) of the Deposit Account Agreement.

               Section 2.09 Increased Costs; Capital Adequacy; Funding Breakage
Costs.

               (a) If, due to either (i) the enactment, promulgation or any
change (including any change by way of imposition of reserve requirements in the
case of LIBO Rate Loans) in any Requirement of Law or in the interpretation or
administration of any


                                       54
<PAGE>

Requirement of Law by any Governmental Authority charged with the interpretation
or administration thereof on or after the date hereof or (ii) the compliance
with any guideline or request from any such Governmental Authority (whether or
not having the force of law) imposed on or after the date hereof, there shall be
any increase in the cost to any Lender of agreeing to make or making, funding or
maintaining LIBO Rate Loans, then such Lender shall deliver to the Borrower and
the Administrative Agent a certificate as to the amount of such increased cost
setting forth in reasonable detail the basis for calculation thereof as soon as
practicable but in no event later than one hundred twenty (120) days after such
Lender has actual knowledge of the event (the date that is 120 days from the
date any Lender obtains actual knowledge of any such event being referred to
herein as the "Notice Date"). Within fifteen (15) days after delivery of such
certificate, the Borrower shall pay to such Lender the amount shown as due on
the certificate; provided, that the Borrower shall not be obligated to
compensate that Lender for the amount of such increased cost incurred during the
period of time from the Notice Date to the date of actual delivery of the
certificate. A certificate as to the amount of such increased cost showing the
basis therefor and the calculation thereof, in reasonable detail, submitted to
the Borrower and the Administrative Agent by such Lender, shall be conclusive
and binding for all purposes, absent manifest error.

               (b) If any Lender determines that compliance with any Requirement
of Law or regulation or with any guideline or request from any central bank or
other governmental authority (whether or not having the force of law) has the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
this Agreement, any Letter of Credit or such Lender's Commitments, or its making
or maintaining Loans below the rate which the Lender or any other corporation
would have achieved but for such compliance (taking into account the policies of
such Lender or corporation with regard to capital), then such Lender shall
deliver to the Borrower and the Administrative Agent a certificate setting forth
in reasonable detail the amount being charged by such Lender and the basis for
the determination of such amount as soon as practicable but in no event later
than the Notice Date in respect thereof. Within fifteen (15) days after delivery
of such certificate, the Borrower shall pay to such Lender the amount shown as
due on the certificate; provided, that the Borrower shall not be obligated to
compensate that Lender for the amount of such charge incurred with respect to a
period of time from the Notice Date to the date of actual delivery of the
certificate. A certificate as to such amounts, submitted to the Borrower and the
Administrative Agent by such Lender, shall be conclusive and binding for all
purposes, absent manifest error.

               (c) If (i) any payment of principal of any LIBO Rate Loan is made
other than on the last day of the Interest Period for such Loan, as a result of
a payment or prepayment of such Loan or acceleration of the maturity of the
Notes or for any other reason or (ii) upon any failure to prepay a LIBO Rate
Loan after notice of prepayment has been given or any failure to borrow a LIBO
Rate Loan, continue a LIBO Rate Loan or convert a LIBO Rate Loan after notice of
borrowing, continuation or conversion has been given, then the Borrower shall,
upon demand by any Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses,


                                       55
<PAGE>

costs or expenses which it may reasonably incur as a result of such payment,
including, without limitation, any loss, cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Loan. The foregoing amounts payable by the
Borrower under this Section 2.09(c) shall be referred to herein as "Funding
Breakage Costs".

               (d) Each Lender agrees to notify the Borrower and the
Administrative Agent of any circumstances that would cause the Borrower to pay
additional amounts pursuant to subsections (a) and (b) of this Section 2.09 on
or prior to the Notice Date; provided, that, the failure to give such notice
shall not affect the Borrower's obligation to pay any such additional amounts
accrued prior to the Notice Date or after delivery of such notice.

               Section 2.10 Illegality. If the enactment, promulgation or any
change in or in the interpretation of any Requirement of Law after the
Restructuring Effective Date shall make it unlawful, or any central bank or
other Governmental Authority to which any Lender is subject shall assert that it
is unlawful, for any Lender or its LIBO Lending Office to perform its
obligations hereunder to make LIBO Rate Loans or to continue to fund or maintain
LIBO Rate Loans hereunder, then, on notice thereof and demand therefor by such
Lender to the Borrower through the Administrative Agent, the obligation of such
Lender to make or maintain LIBO Rate Loans shall be suspended until such Lender
shall notify the Administrative Agent that the circumstances causing such
suspension no longer exist and such Lender shall maintain all of its Loans as
Base Rate Loans.

               Section 2.11 Payments and Computations.

               (a) The Borrower shall make each payment hereunder and under the
Notes not later than 12:00 Noon New York City time on the day when due in
Dollars to the Administrative Agent at its Applicable Lending Office in
immediately available funds. The Administrative Agent shall promptly thereafter
cause to be distributed like funds relating to the payment of principal,
interest or Fees (other than amounts payable to the Administrative Agent for
Agency Fees and expenses or to reimburse the Administrative Agent pursuant to
Section 2.12) ratably to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be distributed and applied in accordance with
the terms of subsection (b) of this Section 2.11.

               (b) All payments received by the Administrative Agent in respect
of the Loans whether received under Section 2.11(a), in connection with any sale
or other realization upon the Collateral or otherwise shall be distributed and
applied in the order and in the amounts set forth in the Intercreditor Agreement
and the Deposit Account Agreement.

               (c) The Borrower hereby authorizes each Lender, if and to the
extent that the Borrower has failed to pay amounts due hereunder or under any
Financing


                                       56
<PAGE>

Document and as a result payment owed to such Lender is not made when due
hereunder or under any other Financing Document, to charge from time to time
against any or all of the Borrower's accounts with such Lender any amount so
due. Each Lender receiving any payment as a result of charging any such account
shall promptly notify the Administrative Agent thereof and make such
arrangements as the Administrative Agent shall request to share the benefit
thereof in accordance with Section 2.13 and the Deposit Account Agreement.

               (d) All computations of (i) interest hereunder based on the LIBO
Rate or the Federal Funds Rate and (ii) Commitment Fees, shall be made by the
Administrative Agent on the basis of a year of 360 days and all computations of
interest hereunder based on the Base Rate shall be made by the Administrative
Agent on the basis of a year of 365 or 366 days, as the case may be, in each
case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest or fees are payable.
Each determination by the Administrative Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.

               (e) Except as contemplated by the definition of "Interest Period"
for LIBO Rate Loans, whenever any payment hereunder or under any Financing
Document shall be stated to be due on a day other than a Business Day, such
payment shall be made on the first Business Day preceding such required payment
date.

               (f) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to a Secured
Party hereunder that the Borrower will not make such payment in full, the
Administrative Agent may, but shall not be required to, assume that the Borrower
has made such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, but shall not be
required to, cause to be distributed to each Secured Party on such due date an
amount equal to the amount then due such Secured Party. If and to the extent the
Borrower shall not have so made such payment in full to the Administrative
Agent, each Lender shall repay to the Administrative Agent forthwith on demand
such amount distributed to such Lender together with interest thereon, for each
day from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Administrative Agent, (i) at the Federal Funds
Rate for the three Business Days following demand by the Administrative Agent
and (ii) the Federal Funds Rate plus 1% for each day thereafter.

               (g) Unless the Administrative Agent shall have received notice
from a Secured Party prior to the date of any Borrowing, or prior to the time of
any required payment by such Secured Party in respect of a DLC Letter of Credit
Disbursement or an Operational Letter of Credit Disbursement, as the case may
be, that such Secured Party will not make available to the Administrative Agent
such Secured Party's portion of such Borrowing or payment, the Administrative
Agent may assume that such Secured Party has made such portion available to the
Administrative Agent on the date of such Borrowing or payment in accordance with
Section 2.03 and the Administrative Agent may, in reliance upon such assumption,
make available to the Borrower on such date a


                                       57
<PAGE>

corresponding amount. If and to the extent that such Secured Party shall not
have made such portion available to the Administrative Agent, such Secured Party
and the Borrower severally agree to repay to the Administrative Agent forthwith
on demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower or the Issuing Bank
(or, if the Administrative Agent and the Issuing Bank are the same person, from
the date of such payment in respect of a DLC Letter of Credit Disbursement or an
Operational Letter of Credit Disbursement, as the case may be), as applicable,
until the date such amount is repaid to the Administrative Agent at (i) in the
case of the Borrower, the interest rate applicable thereto pursuant to Section
2.06 or 2.16(g), as applicable, and (ii) in the case of such Secured Party, (y)
the Federal Funds Rate for the three Business Days following demand by the
Administrative Agent and (z) the Federal Funds Rate plus 1% for each day
thereafter.

               Section 2.12 Taxes.

               (a) Any and all payments by the Borrower hereunder or under the
Notes to or for the benefit of any Secured Party shall be made free and clear of
and without deduction for any and all present or future taxes (including,
without limitation, income, gross receipts, franchise, sales, use, personal
property, license, stamp, documentary, recording, privilege or other excise
tax), levies, imposts, deductions, charges or withholdings, together with any
penalties, fines or interest thereon, and all liabilities with respect thereto,
imposed by any Governmental Authority, excluding, income or franchise taxes
measured by net income imposed under the laws of the United States or any state,
or any political subdivision thereof, in which each such Secured Party is
organized, or, solely in the case of each such Lender, in which the Applicable
Lending Office or the principal office of such Lender is located (all such
excluded net income taxes and franchise taxes hereinafter referred to as "Income
Taxes" and all nonexcluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note to or for the benefit of any Secured
Party Lender, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions of Taxes (including deductions of Taxes
applicable to additional sums payable under this Section 2.12) such Secured
Party receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount so deducted to the relevant taxation
authority or other authority in accordance with applicable Requirement of Law.

               (b) In addition, without limiting the generality of this Section
2.12, the Borrower agrees to pay any present or future stamp, documentary,
recording, privilege, intangible or similar taxes or any other excise or
property taxes, charges or similar levies that arise at any time or from time to
time (i) from any payment made under any and all Financing Documents, (ii) from
the transfer of the rights of any Secured Party under any Financing Documents to
any other Secured Party or (iii) from the execution or delivery by the Borrower,
any Credit Party or any OPNY Credit Party of, or from the filing or


                                       58
<PAGE>

recording or maintenance of, or otherwise with respect to, any and all Financing
Documents.

               (c) The Borrower will indemnify each Secured Party for the full
amount of all Taxes (excluding any Income Taxes imposed by any jurisdiction on
amounts payable under this Section 2.12) paid by, or imposed or asserted
against, such Secured Party or any Collateral, as the case may be, and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto, which Taxes are imposed or asserted in any manner resulting
from or relating to or arising from the execution, delivery or performance of
the Financing Documents, the Transaction Documents or the transactions
contemplated thereby, whether or not such Taxes were correctly or legally
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability prepared by such Secured Party, absent manifest
error, shall be final, conclusive and binding for all purposes. Payment of this
indemnification shall be made within 30 days from the date such Secured Party
makes written demand therefor. With respect to any such Taxes for which any
Secured Party is entitled to indemnification pursuant to this paragraph, such
Secured Party agrees to cooperate with the Borrower and to provide to it such
information as may be reasonably requested by it for the purpose of establishing
the entitlement of the Borrower to a refund or credit of all or any portion of
such Taxes; provided, that, no Secured Party shall be required to provide to the
Borrower (a) copies of any of its tax or information returns or (b) any other
information which would prejudice the interests of such Secured Party (as
reasonably determined by such Secured Party, in its good faith judgment) or
which it reasonably deems to be of a confidential nature.

               (d) As soon as practicable after the date of any payment of Taxes
by the Borrower or other authority to the relevant Governmental Authority, the
Borrower will deliver to the Administrative Agent (for delivery to each Lender)
at its address referred to on its signature page hereto, the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
payment thereof and identifying the Taxes paid. If such receipt does not
identify such Taxes paid, and no procedure exists for identifying such Taxes
paid, the Borrower shall concurrently furnish to the Administrative Agent a
certificate, signed by a Responsible Officer of the Borrower providing such
identification. The Borrower shall compensate each Secured Party, as the case
may be, for all reasonable losses and expenses sustained by such Secured Party,
as a result of any failure by the Borrower to so furnish such original or copy
of such receipt or such certificate.

               (e) If any Secured Party is not organized and existing under the
laws of the United States of America or any political subdivision thereof or
therein (a "Foreign Secured Party"), to the extent entitled to do so under any
applicable Requirements of Law, such Secured Party shall furnish to the
Borrower, on the Restructuring Effective Date (or on the date on which such
Foreign Secured Party first becomes a Secured Party pursuant to Section 9.06) a
duly executed certificate to the effect that such Foreign Secured Party is
entitled to receive all amounts payable under the Financing Documents without
deduction or withholding (or at a reduced rate of deduction or withholding) on
account of Taxes imposed by the United States of America (i) pursuant to the
terms of an


                                       59
<PAGE>

applicable tax treaty in effect with the United States of America (in which case
such certificate shall be accompanied by two executed copies of IRS Form
W-8BEN), or (ii) under Code Section 1441(c) (in which case such certificate
shall be accompanied by two executed copies of IRS Form W-8ECI) (such forms
being the "Prescribed Forms"). If requested by the Borrower from time to time
after the Restructuring Effective Date (upon the obsolescence of any previously
delivered form or otherwise), or if a new form is required by any applicable
Requirement of Law, a Foreign Secured Party shall, to the extent required
thereto under any applicable Requirement of Law, provide to the Borrower new
Prescribed Forms, in each case duly executed and completed by such Foreign
Secured Party. The Borrower shall not be required to indemnify any Foreign
Secured Party or pay any additional amounts to any Foreign Secured Party
pursuant to Sections 2.12(a), 2.12(c) or 2.12(d) to the extent that the
obligation to indemnify such Foreign Secured Party or pay such additional
amounts would not have arisen but for the failure by such Foreign Secured Party
to comply with applicable certification, information or other documentation
requirements concerning the nationality, residency, identity or connection with
the United States of such Foreign Secured Party if such compliance is required
by statute or regulation of the United States as a precondition to relief or
exemption from such amounts payable under, or for which indemnification is given
pursuant to, Sections 2.12(a), (c) or (d); provided, that, the Borrower shall be
required to indemnify each Foreign Secured Party to the extent that (A) any such
payment or indemnification is attributable to an enactment, promulgation or any
change in or interpretation of any Requirement of Law occurring after the date
hereof and (B) such deductions, withholding, payments or liabilities accrue
after the date on which such Secured Party timely furnishes to the Borrower all
Prescribed Forms required to be furnished by this Section 2.12(e) with respect
to such enactment, promulgation or any change in or interpretation of any
Requirement of Law.

               (f) Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in this Section 2.12 shall survive the payment in full of principal and interest
on the Loans hereunder and under the Notes.

               Section 2.13 Sharing of Payments. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off or otherwise) on account of a Loan made by it in excess of its Pro Rata
Share of payments on account of such Loan obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
the Loan made by it as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, that, if all or
any portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and each such Lender
shall repay to the purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such Lender's Pro Rata Share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
to the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.13
may, to the fullest extent permitted by law,


                                       60
<PAGE>

exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

               Section 2.14 Change of Applicable Lending Office. Without
affecting its rights under Section 2.09(a), 2.09(b), 2.10 or 2.12, each of the
Lenders, the Issuing Bank and the Administrative Agent agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions and so long as such efforts would not be disadvantageous to it, in
its sole opinion) to designate a different Applicable Lending Office if such
redesignation would thereafter eliminate or reduce any amounts that the Borrower
is required to pay to any of the Lenders, the Issuing Bank or the Administrative
Agent pursuant to such Sections; provided, that, in determining, in its sole
opinion, whether designating a different Applicable Lending Office would be
disadvantageous to it, the applicable Lender, the Issuing Bank or the
Administrative Agent, as the case may be, shall disregard any direct financial
loss of making such a designation if the Borrower agrees in form and substance
satisfactory to such Lender, the Issuing Bank or the Administrative Agent, as
the case may be, to indemnify and hold such Lender, the Issuing Bank or the
Administrative Agent, as the case may be, harmless from such financial loss and
provided, further, that any out-of-pocket costs and expenses associated with
such efforts shall be paid or reimbursed by the Borrower.

               Section 2.15 Replacement of Lenders. On each occasion that a
Lender either makes a demand for compensation pursuant to Section 2.06(d),
2.09(a), 2.09(b) or 2.12 in an amount in excess of the amount that the Borrower
would have had to pay pursuant to such Sections if such Lender's Commitments
were held by a Lender with respect to which no such amounts would then be
payable pursuant to any such Section or is unable for a period of two
consecutive months to fund or maintain LIBO Rate Loans pursuant to Section 2.10,
the Borrower may, upon at least ten (10) Business Days' prior written notice to
each of such Lender and the Administrative Agent and upon the payment by the
Borrower of all applicable assignment fees associated therewith (as set forth in
Section 9.06(j) below), in whole permanently replace the Commitment of such
Lender; provided, that, the Borrower shall replace such Commitment with the
commitment of (i) a commercial bank which is reasonably satisfactory to the
Administrative Agent or (ii) any other Lender (a "Replacement Lender"). Such
Replacement Lender shall, upon the effective date of replacement, purchase the
Obligations owed to such replaced Lender for the aggregate amount thereof and
shall thereupon for all purposes become a "Lender" hereunder. Such notice from
the Borrower shall specify an effective date for the replacement of such
Lender's Commitment, which date shall not be earlier than the tenth (10th) day
after the day such notice is given. On the effective date of any replacement of
such Lender's Commitment pursuant to this Section 2.15, the Borrower shall pay
to the Administrative Agent for the account of such Lender (i) any Fees or other
amounts due to such Lender to the date of such replacement, (ii) accrued
interest on the principal amount of outstanding Loans held by such Lender to the
date of such replacement and (iii) the amount or amounts payable to such Lender
pursuant to Section 2.09(a), Section 2.09(b) or Section 2.12, as applicable. The
Borrower will be liable to such replaced Lender for costs that such Lender may
sustain or incur pursuant to Section 2.09(c) as a direct consequence of
repayment of such Lender's Loans.


                                       61
<PAGE>

Upon the effective date of repayment of any Lender's Commitment and Obligations
pursuant to this Section 2.15, such Lender shall cease to be a "Lender"
hereunder. No such termination of any such Lender's Commitment and the purchase
of such Lender's Loans pursuant to this Section 2.15 shall affect (x) any
liability or obligation of the Borrower or any other Lender to such terminated
Lender which accrued on or prior to the date of such termination or (y) such
terminated Lender's rights hereunder in respect of any such liability or
obligation.

               Section 2.16 DLC Letter of Credit.

               (a) The Borrower may request the issuance of a DLC Letter of
Credit, for the account of the Borrower, at any time during the DLC Letter of
Credit Availability Period; provided, that, a DLC Letter of Credit shall be
issued only if (and a request by the Borrower for the issuance of a DLC Letter
of Credit shall be deemed a representation and warranty of the Borrower that)
immediately following the issuance of the DLC Letter of Credit, (i) a DLC Letter
of Credit Exposure shall not exceed $75,000,000, and (ii) the sum of the
aggregate Letter of Credit Exposure and the aggregate principal amount of
outstanding Revolving Loans at such time shall not exceed the lesser of (y) the
aggregate Revolving Loan Commitments at such time and (z) the Maximum Revolving
Loan Amount effective as of such time.

               (b) Each DLC Letter of Credit shall expire at 5:00 p.m., New York
City time, on the last day of the DLC Letter of Credit Availability Period,
unless such DLC Letter of Credit expires by its terms (or is required by Section
2.16(c) to expire) on an earlier date. Each DLC Letter of Credit shall provide
for payments of drawings in Dollars.

               (c) The issuance of a DLC Letter of Credit shall be made on at
least three Business Days' prior irrevocable written or telecopy application
(such application to be delivered by 10:00 a.m., New York City time) from the
Borrower (or such shorter application period as shall be acceptable to the
Issuing Bank) to the Administrative Agent and the Issuing Bank, specifying the
date of issuance, the date on which such DLC Letter of Credit is to expire
(which shall not be later than the last day of the DLC Letter of Credit
Availability Period and shall be for such period of time as is contemplated by
the form of letter of credit attached hereto as Exhibit T), the amount of such
DLC Letter of Credit, the name and address of the beneficiary of such DLC Letter
of Credit, and such other information as may be necessary or desirable to
complete such DLC Letter of Credit. The Issuing Bank will give the
Administrative Agent prompt notice of the issuance and amount of a DLC Letter of
Credit and the expiration date of such DLC Letter of Credit (and the
Administrative Agent shall give prompt notice thereof to each Revolving Lender).
Any DLC Letter of Credit issued hereunder will be subject to the Uniform Customs
and Practices for Documentary Credits, as in effect from time to time.

               (d) By the issuance of a DLC Letter of Credit and without any
further action on the part of the Issuing Bank, the Administrative Agent or the
Revolving Lenders in respect thereof, the Issuing Bank hereby grants to each
Revolving Lender, and each Revolving Lender hereby acquires from the Issuing
Bank, a participation in such


                                       62
<PAGE>

DLC Letter of Credit equal to such Revolving Lender's Pro Rata Share (based on
such Revolving Lender's Revolving Loan Commitment) of the aggregate amount
available to be drawn under a DLC Letter of Credit, effective upon the issuance
of a DLC Letter of Credit. In consideration and in furtherance of the foregoing,
each Revolving Lender having a Revolving Loan Commitment hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, on behalf of the
Issuing Bank, in accordance with Section 2.03(c), such Revolving Lender's Pro
Rata Share (based on such Revolving Lender's Revolving Loan Commitment) of a DLC
Letter of Credit Disbursement made by the Issuing Bank and not reimbursed by the
Borrower when due in accordance with Section 2.16(g); provided, that, the
Revolving Lenders shall not be obligated to make any such payment with respect
to any wrongful DLC Letter of Credit Disbursement made as a result of the gross
negligence or willful misconduct of the Issuing Bank.

               (e) Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations pursuant to Section 2.16(d) in respect of a
DLC Letter of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a
Default or Event of Default, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever (subject only to the
proviso set forth in the last sentence of Section 2.16(d)).

               (f) During the DLC Letter of Credit Availability Period, from and
after the date on which a DLC Letter of Credit is issued, the Borrower shall pay
to the Administrative Agent, on each Quarterly Payment Date in each year and on
the date on which the Revolving Loan Commitments shall be terminated as provided
herein, (i) for the account of the Revolving Lenders, ratably in proportion to
their Revolving Loan Commitments, a fee on the average daily aggregate undrawn
amount each DLC Letter of Credit during the preceding quarter (or shorter period
commencing with the Restructuring Effective Date) at a rate per annum equal to
the applicable LIBO Rate Margin from time to time in effect during such period
pursuant to Section 2.06 and (ii) for the account of the Issuing Bank, a fee on
the average daily aggregate amount available to be drawn under each DLC Letter
of Credit during the preceding quarter (or shorter period commencing with the
Restructuring Effective Date) at a rate per annum equal to 0.25%. Such fees
shall be computed on the basis of the actual number of days elapsed in a year of
360 days. Such fees shall accrue from and including the Restructuring Effective
Date to but excluding the last day of the DLC Letter of Credit Availability
Period. In addition to the foregoing, the Borrower shall pay directly to the
Issuing Bank, for its account, payable within 15 days after written demand
therefor by the Issuing Bank has been received by the Borrower, the Issuing
Bank's out-of-pocket expenses and customary fees in connection with the
issuance, transfer or amendment of or payment on each DLC Letter of Credit.

               (g) The Borrower hereby agrees to reimburse the Issuing Bank for
any payment or disbursement made by the Issuing Bank under each DLC Letter of
Credit, by making payment in immediately available funds to the Administrative
Agent within one Business Day after receipt of notice of such payment or
disbursement, in an amount equal to the amount of such payment or disbursement,
plus interest on the amount so paid or


                                       63
<PAGE>

disbursed by the Issuing Bank, to the extent not reimbursed prior to 12:00 p.m.
(New York City time) on the date of such payment or disbursement, from and
including the date paid or disbursed to but excluding the date the Issuing Bank
is reimbursed by the Borrower therefor, at a rate per annum equal to the rate
applicable to Base Rate Revolving Loans during such period pursuant to Section
2.06. In the event the Borrower fails to reimburse the Issuing Bank as required
by the preceding sentence, the Issuing Bank shall so notify the Administrative
Agent and such payment or disbursement shall be reimbursed to the Issuing Bank
as contemplated by Section 2.03(c) or Section 2.16(d), as applicable. The
Issuing Bank shall give the Borrower prompt notice of each drawing under any DLC
Letter of Credit, provided, that, the failure to give any such notice shall in
no way affect, impair or diminish the Borrower's obligations hereunder. The
Administrative Agent shall promptly pay any such amounts received by it to the
Issuing Bank.

               (h) The Borrower's obligation to reimburse DLC Letter of Credit
Disbursements as provided in Section 2.16(g) shall be absolute, unconditional
and irrevocable and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances, including the following:

                      (i) any lack of validity or enforceability of any DLC
               Letter of Credit or any other Financing Document;

                      (ii) except as otherwise provided in clause (iv) of this
               Section 2.16(h), the existence of any claim, setoff, defense or
               other right which the Borrower, any Affiliate or any other person
               may at any time have against the beneficiary under a DLC Letter
               of Credit, the Issuing Bank, the Administrative Agent, any
               Revolving Lender or any other person in connection with this
               Agreement, any other Financing Document or any other related or
               unrelated agreement or transaction;

                      (iii) any draft or other document presented under any DLC
               Letter of Credit proving to be forged, fraudulent, invalid or
               insufficient in any respect or failing to comply with the Uniform
               Customs and Practices for Documentary Credits, as in effect from
               time to time, or any statement therein being untrue or inaccurate
               in any respect;

                      (iv) payment by the Issuing Bank under any DLC Letter of
               Credit against presentation of a draft or other document which
               does not comply with the terms of such DLC Letter of Credit;
               provided, that, such payment was not wrongfully made as a result
               of the gross negligence or willful misconduct of the Issuing
               Bank;

                      (v) any amendment, waiver or consent in respect of this
               Agreement or any other Financing Document; and

                      (vi) any other act or omission or delay of any kind or any
               other circumstance or event whatsoever, whether or not similar to
               any of the


                                       64
<PAGE>

               foregoing and whether or not foreseeable, that might, but for the
               provisions of this Section 2.16(h), constitute a legal or
               equitable discharge of the Borrower's obligations hereunder.

               (i) It is expressly understood and agreed that, for purposes of
determining whether a wrongful payment under a DLC Letter of Credit resulted
from the Issuing Bank's gross negligence or willful misconduct, (i) the Issuing
Bank's acceptance of documents that appear on their face to comply with the
requirements of such DLC Letter of Credit, without responsibility for further
investigation, regardless of any notice or information to the contrary, (ii) the
Issuing Bank's exclusive reliance on the documents presented to it under such
DLC Letter of Credit as to any and all matters set forth therein, including the
amount of any draft presented under such DLC Letter of Credit, whether or not
the amount due to the beneficiary thereunder equals the amount of such draft and
whether or not any document presented pursuant to such DLC Letter of Credit
proves to be insufficient in any respect (so long as such document on its face
appears to comply with the requirements of the applicable DLC Letter of Credit),
and whether or not any other statement or any other document presented pursuant
to such DLC Letter of Credit proves to be forged or invalid or any statement
therein proves to be inaccurate or untrue in any respect whatsoever and (iii)
any noncompliance in any immaterial respect of the documents presented under
such DLC Letter of Credit with the terms thereof shall, in each case, be deemed
not to constitute willful misconduct or gross negligence of the Issuing Bank. It
is further understood and agreed that, notwithstanding the proviso to clause
(iv) of Section 2.16(h), the Borrower's obligation hereunder to reimburse Letter
of Credit Disbursements will not be excused by the gross negligence or willful
misconduct of the Issuing Bank to the extent that the DLC Letter of Credit
Disbursement actually discharged a liability of, or otherwise benefited, or was
recovered by, the Borrower; provided, that, the foregoing shall not be construed
to excuse the Issuing Bank from liability to the Borrower to the extent of any
direct damages suffered by the Borrower that are caused by the Issuing Bank's
gross negligence or willful misconduct in determining whether drafts and other
documents presented under the applicable DLC Letter of Credit comply with the
terms thereof.

               (j) The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment
under a DLC Letter of Credit. The Issuing Bank shall as promptly as possible
give telephonic notification, confirmed by telex or telecopy, to the
Administrative Agent and the Borrower of such demand for payment and whether the
Issuing Bank has made or will make the DLC Letter of Credit Disbursement
thereunder; provided, that, the failure to give such notice shall not relieve
the Borrower of its obligation to reimburse the DLC Letter of Credit
Disbursement in accordance with this Section 2.16. The Administrative Agent
shall promptly give each Revolving Lender notice thereof.

               (k) The Borrower shall use each DLC Letter of Credit solely to
support its obligations under the POLR Agreement or the POLR II Agreement (or
any agreement in replacement thereof which has been approved as provided in this
Agreement) as required thereby.


                                       65
<PAGE>

               (l) In the event that the Borrower is required pursuant to the
terms of this Agreement to provide cash collateral in respect of the DLC Letter
of Credit Exposure, the Borrower shall deposit in an account with the
Administrative Agent, for the benefit of each Lender having a Revolving Loan
Commitment, an amount in cash equal to the DLC Letter of Credit Exposure (or
such lesser amount as shall be required hereunder or thereunder). Such deposit
shall be held by the Administrative Agent as collateral for the payment and
performance of any outstanding DLC Letter of Credit Exposure. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Moneys in such account shall be held and
applied by the Administrative Agent in accordance with the Deposit Account
Agreement.

               Section 2.17 Operational Letters of Credit.

               (a) The Borrower may request the issuance of one or more
Operational Letters of Credit, for the account of the Borrower, at any time
during the Operational Letter of Credit Availability Period; provided, that, any
Operational Letter of Credit shall be issued only if (and a request by the
Borrower for the issuance of any Operational Letter of Credit shall be deemed a
representation and warranty of the Borrower that) immediately following the
issuance of such Operational Letter of Credit, (i) the Operational Letter of
Credit Exposure shall not exceed $75,000,000, and (ii) the sum of the aggregate
Letter of Credit Exposure and the aggregate principal amount of outstanding
Revolving Loans at such time shall not exceed the lesser of (y) the aggregate
Revolving Loan Commitments at such time and (z) the Maximum Revolving Loan
Amount effective as of such time.

               (b) Each Operational Letter of Credit shall expire at 5:00 p.m.,
New York City time, on the last day of the Operational Letter of Credit
Availability Period, unless such Operational Letter of Credit expires by its
terms (or is required by Section 2.17(c) to expire) on an earlier date. Each
Operational Letter of Credit shall provide for payments of drawings in Dollars.

               (c) Each issuance of any Operational Letter of Credit shall be
made on at least three Business Days' prior irrevocable written or telecopy
notice (such notice to be delivered by 10:00 a.m., New York City time) from the
Borrower (or such shorter notice as shall be acceptable to the Issuing Bank) to
the Administrative Agent and the Issuing Bank, specifying whether such
Operational Letter of Credit is a standby letter of credit or a trade letter of
credit, the date of issuance, the date on which such Operational Letter of
Credit is to expire (which shall not be later than (i) in all events, the last
day of the Operational Letter of Credit Availability Period and (ii)(A) in the
case of standby letters of credit, subject to extension or renewal, one year
after the date of issuance of such Operational Letter of Credit and (B) in the
case of trade letters of credit, 180 days after the date of issuance of such
Operational Letter of Credit), the amount of such Operational Letter of Credit,
the name and address of the beneficiary of such Operational Letter of Credit,
and such other information as may be reasonably necessary or desirable to
complete such Operational Letter of Credit. The Issuing Bank will give the
Administrative Agent prompt notice of the issuance and amount of such
Operational


                                       66
<PAGE>

Letter of Credit and the expiration date of such Operational Letter of Credit
(and the Administrative Agent shall give prompt notice thereof to each Revolving
Lender). Each Operational Letter of Credit issued hereunder will be subject to
the Uniform Customs and Practices for Documentary Credits, as in effect from
time to time.

               (d) By the issuance of an Operational Letter of Credit and
without any further action on the part of the Issuing Bank, the Administrative
Agent or the Revolving Lenders in respect thereof, the Issuing Bank hereby
grants to each Revolving Lender, and each Revolving Lender hereby acquires from
the Issuing Bank, a participation in such Operational Letter of Credit equal to
such Revolving Lender's Pro Rata Share (based on such Revolving Lender's
Revolving Loan Commitment) of the aggregate amount available to be drawn under
such Operational Letter of Credit, effective upon the issuance of such
Operational Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender having a Revolving Loan Commitment hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, on
behalf of the Issuing Bank, in accordance with Section 2.03(c), such Revolving
Lender's Pro Rata Share (based on such Revolving Lender's Revolving Loan
Commitment) of each Operational Letter of Credit Disbursement made by the
Issuing Bank and not reimbursed by the Borrower when due in accordance with
Section 2.17(g); provided, that, the Revolving Lenders shall not be obligated to
make any such payment with respect to any wrongful Operational Letter of Credit
Disbursement made as a result of the gross negligence or willful misconduct of
the Issuing Bank.

               (e) Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations pursuant to Section 2.17(d) in respect of
Operational Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or Event of Default, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever
(subject only to the proviso set forth in the last sentence of Section 2.17(d)).

               (f) During the Operational Letter of Credit Availability Period,
the Borrower shall pay to the Administrative Agent, on each Quarterly Payment
Date in each year and on the date on which the Revolving Loan Commitments shall
be terminated as provided herein, (i) for the account of the Revolving Lenders,
ratably in proportion to their Revolving Loan Commitments, a fee on the average
daily aggregate undrawn amount of all outstanding Operational Letters of Credit
during the preceding quarter (or shorter period commencing with the
Restructuring Effective Date) at a rate per annum equal to the applicable LIBO
Rate Margin from time to time in effect during such period pursuant to Section
2.06 and (ii) for the account of the Issuing Bank, a fee on the average daily
aggregate amount available to be drawn under all outstanding Operational Letters
of Credit during the preceding quarter (or shorter period commencing with the
Restructuring Effective Date) at a rate per annum equal to 0.25%. Such fees
shall be computed on the basis of the actual number of days elapsed in a year of
360 days. Such fees shall accrue from and including the Restructuring Effective
Date to but excluding the last day of the Operational Letter of Credit
Availability Period. In addition to the foregoing, the Borrower shall pay
directly to the Issuing Bank, for its account, payable within 15 days


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<PAGE>

after written demand therefor by the Issuing Bank has been received by the
Borrower, the Issuing Bank's out-of-pocket expenses in connection with the
issuance, transfer or amendment of or payment on any Operational Letter of
Credit.

               (g) The Borrower hereby agrees to reimburse the Issuing Bank for
any payment or disbursement made by the Issuing Bank under any Operational
Letter of Credit (each an "Operational Letter of Credit Disbursement"), by
making payment in immediately available funds to the Administrative Agent within
one Business Day after receipt of notice of such payment or disbursement, in an
amount equal to the amount of such payment or disbursement, plus interest on the
amount so paid or disbursed by the Issuing Bank, to the extent not reimbursed
prior to 12:00 p.m. (New York City time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but excluding the
date the Issuing Bank is reimbursed by the Borrower therefor, at a rate per
annum equal to the rate applicable to Base Rate Revolving Loans during such
period pursuant to Section 2.06. In the event the Borrower fails to reimburse
the Issuing Bank as required by the preceding sentence, the Issuing Bank shall
so notify the Administrative Agent and such payment or disbursement shall be
reimbursed to the Issuing Bank as contemplated by Section 2.03(c) or Section
2.17(d), as applicable. The Issuing Bank shall give the Borrower prompt notice
of each drawing under any Operational Letter of Credit, provided, that, the
failure to give any such notice shall in no way affect, impair or diminish the
Borrower's obligations hereunder. The Administrative Agent shall promptly pay
any such amounts received by it to the Issuing Bank.

               (h) The Borrower's obligation to reimburse Operational Letter of
Credit Disbursements as provided in Section 2.17(g) shall be absolute,
unconditional and irrevocable and shall be performed strictly in accordance with
the terms of this Agreement under any and all circumstances, including the
following:

                      (i) any lack of validity or enforceability of any
               Operational Letter of Credit or any other Financing Document;

                      (ii) except as otherwise provided in clause (iv) of this
               Section 2.17(h), the existence of any claim, setoff, defense or
               other right which the Borrower, any Affiliate or any other person
               may at any time have against the beneficiary under any
               Operational Letter of Credit, the Issuing Bank, the
               Administrative Agent, any Revolving Lender or any other person in
               connection with this Agreement, any other Financing Document or
               any other related or unrelated agreement or transaction;

                      (iii) any draft or other document presented under an
               Operational Letter of Credit proving to be forged, fraudulent,
               invalid or insufficient in any respect or failing to comply with
               the Uniform Customs and Practices for Documentary Credits, as in
               effect from time to time, or any statement therein being untrue
               or inaccurate in any respect;

                      (iv) payment by the Issuing Bank under an Operational
               Letter of Credit against presentation of a draft or other
               document which does not


                                       68
<PAGE>

               comply with the terms of such Operational Letter of Credit;
               provided, that, such payment was not wrongfully made as a result
               of the gross negligence or willful misconduct of the Issuing
               Bank;

                      (v) any amendment, waiver or consent in respect of this
               Agreement or any other Financing Document; and

                      (vi) any other act or omission or delay of any kind or any
               other circumstance or event whatsoever, whether or not similar to
               any of the foregoing and whether or not foreseeable, that might,
               but for the provisions of this Section 2.17(h), constitute a
               legal or equitable discharge of the Borrower's obligations
               hereunder.

               (i) It is expressly understood and agreed that, for purposes of
determining whether a wrongful payment under an Operational Letter of Credit
resulted from the Issuing Bank's gross negligence or willful misconduct, (i) the
Issuing Bank's acceptance of documents that appear on their face to comply with
the requirements of such Operational Letter of Credit, without responsibility
for further investigation, regardless of any notice or information to the
contrary, (ii) the Issuing Bank's exclusive reliance on the documents presented
to it under such Operational Letter of Credit as to any and all matters set
forth therein, including the amount of any draft presented under such
Operational Letter of Credit, whether or not the amount due to the beneficiary
thereunder equals the amount of such draft and whether or not any document
presented pursuant to such Operational Letter of Credit proves to be
insufficient in any respect (so long as such document on its face appears to
comply with the requirements of such Operational Letter of Credit), and whether
or not any other statement or any other document presented pursuant to such
Operational Letter of Credit proves to be forged or invalid or any statement
therein proves to be inaccurate or untrue in any respect whatsoever and (iii)
any noncompliance in any immaterial respect of the documents presented under
such Operational Letter of Credit with the terms thereof shall, in each case, be
deemed not to constitute willful misconduct or gross negligence of the Issuing
Bank. It is further understood and agreed that, notwithstanding the proviso to
clause (iv) of Section 2.17(h), the Borrower's obligation hereunder to reimburse
Operational Letter of Credit Disbursements will not be excused by the gross
negligence or willful misconduct of the Issuing Bank to the extent that such
Operational Letter of Credit Disbursement actually discharged a liability of, or
otherwise benefited, or was recovered by, the Borrower; provided, that, the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages suffered by the Borrower that
are caused by the Issuing Bank's gross negligence or willful misconduct in
determining whether drafts and other documents presented under an Operational
Letter of Credit comply with the terms thereof.

               (j) The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment
under an Operational Letter of Credit. The Issuing Bank shall as promptly as
possible give telephonic notification, confirmed by telex or telecopy, to the
Administrative Agent and the Borrower of such demand for payment and whether the
Issuing Bank has made or


                                       69
<PAGE>

will make the Operational Letter of Credit Disbursement thereunder; provided,
that, the failure to give such notice shall not relieve the Borrower of its
obligation to reimburse Operational Letter of Credit Disbursement in accordance
with this Section 2.17. The Administrative Agent shall promptly give each
Revolving Lender notice thereof.

               (k) The Borrower shall use the Operational Letters of Credit
solely to support various financial and other payment or performance obligations
of the Borrower Entities incurred in the ordinary course of business including,
without limitation, any expansion, repowering, maintenance, repairs, Capital
Expenditures, purchase, sale transportation or transmission of fuel or
Energy-Related Products, purchases of other goods and services contemplated by
the Operating Budget and surety bonds (including the Existing Surety Bonds). For
the sake of clarity, the phrase "ordinary course of business" in this Section
2.17(k) shall include the issuance of Letters of Credit in circumstances where
Cash Collateral is permitted as set forth in Section 6.07(c).

               (l) In the event that the Borrower is required pursuant to the
terms of this Agreement to provide cash collateral in respect of the Operational
Letter of Credit Exposure, the Borrower shall deposit in an account with the
Administrative Agent, for the benefit of each Lender having a Revolving Loan
Commitment, an amount in cash equal to the Operational Letter of Credit Exposure
(or such lesser amount as shall be required hereunder or thereunder). Such
deposit shall be held by the Administrative Agent as collateral for the payment
and performance of any outstanding Operational Letter of Credit Exposure. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Moneys in such account shall
be held and applied by the Administrative Agent in accordance with the Deposit
Account Agreement.

                                   ARTICLE III
                              CONDITIONS PRECEDENT

               Section 3.01 Conditions Precedent to the Restructuring Effective
Date. The effectiveness of this Agreement and the obligation of the Lenders to
make any Advances under this Agreement is subject to the fulfillment on the
Restructuring Effective Date (in form, scope and substance satisfactory to the
Lenders) of the following conditions precedent:

               (a) Financing Documents. Each of the following Financing
Documents shall have been duly authorized, executed and delivered by each party
thereto and shall be in full force and effect and all associated notices and
acknowledgments shall have been made or waived:

                      (i)      this Agreement;

                      (ii)     the Acquisition Loan Notes;

                      (iii)    the Revolving Loan Notes;


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<PAGE>

                      (iv)     any DLC Letter of Credit required to be delivered
                               under the POLR Agreement or the POLR II Agreement
                               on the Restructuring Effective Date pursuant to
                               the terms thereof;

                      (v)      the Borrower Security Agreement;

                      (vi)     the Twelvepole Intercompany Agreement;

                      (vii)    the Twelvepole Intercompany Working Capital Note,
                               accompanied by undated assignments executed in
                               blank;

                      (viii)   the Twelvepole Guarantee;

                      (ix)     the OPNY Guarantee;

                      (x)      the OPNY Indemnity, Subrogation and Contribution
                               Agreement;

                      (xi)     the Holdco Guarantee;

                      (xii)    the Holdco Indemnity and Subrogation Agreement;

                      (xiii)   the GP Guarantee;

                      (xiv)    the LP Guarantee;

                      (xv)     the Twelvepole Security Agreement;

                      (xvi)    the OPNY Second Lien Security Agreement;

                      (xvii)   the Erie Boulevard Second Lien Security
                               Agreement;

                      (xviii)  the Carr Street Generating Second Lien Security
                               Agreement;

                      (xix)    the Astoria Generating Second Lien Security
                               Agreement;

                      (xx)     the Securities Account Control Agreement;

                      (xxi)    the Deposit Account Agreement;

                      (xxii)   the Holdco Securities Account Control Agreement;

                      (xxiii)  the Holdco Deposit Account Agreement;

                      (xxiv)   the Partnership Interest Pledge Agreements;

                      (xxv)    the Borrower Twelvepole LLC Interest Pledge
                               Agreement;


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<PAGE>

                      (xxvi)   the OPNY Second Lien Borrower Partnership
                               Interest Pledge Agreement;

                      (xxvii)  the OPNY Second Lien GP Partnership Interest
                               Pledge Agreement;

                      (xxviii) the OPNY Second Lien LP Partnership Interest
                               Pledge Agreement;

                      (xxix)   the OPH Membership Interest Pledge Agreement;

                      (xxx)    the Holdco Midwest Stock Pledge Agreement;

                      (xxxi)   the Holdco Midwest Second Lien Stock Pledge
                               Agreement;

                      (xxxii)  the Intercreditor Agreement;

                      (xxxiii) the Mortgages; and

                      (xxxiv)  the Financing Statements in respect of the
                               Security Documents.

               (b) Project Contracts. Receipt of a copy of the Project Contracts
specified on Schedule 3.01(b) hereto certified by a Responsible Officer of the
Borrower or a certificate of a Responsible Officer of the Borrower certifying
that each such Project Contract (together with all amendments thereto) have been
previously delivered to the Administrative Agent.

               (c) Corporate Proceedings. Receipt of copies of (i) all
partnership actions taken by or on behalf of the Borrower authorizing the
execution, delivery and performance of this Agreement and each other Transaction
Document to which the Borrower is a party, certified by a Responsible Officer of
the Borrower, (ii) all corporate, partnership or limited liability company
action taken by or on behalf of each other Credit Party and OPNY Credit Party
authorizing the execution, delivery and performance of each Transaction Document
to which such Person is a party, certified by a Responsible Officer of such
Person and (iii) all other documents evidencing other necessary corporate,
limited liability company, partnership or other action of each Credit Party and
OPNY Credit Party with respect to the Financing Documents to which such Person
is a party, certified by a Responsible Officer of such Person.

               (d) Incumbency; Governing Documents; Federal Tax ID Numbers.
Receipt of a certificate of a secretary or assistant secretary of the Borrower
and each other Credit Party and OPNY Credit Party certifying (x) the names and
true signatures of the officers or authorized representatives of such Person
authorized to sign the Financing Documents to which it is a party and the other
documents to be delivered thereunder and (y) a copy of the Governing Documents
of each Credit Party and OPNY Credit Party as in effect on the Restructuring
Effective Date and (z) the Federal tax identification numbers and addresses of
each Credit Party and OPNY Credit Party.


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<PAGE>

               (e) Good Standing Certificates. Receipt of copies of certificates
dated as of a recent date from the Secretary of State or other appropriate
authority of such jurisdiction evidencing the good standing of the Borrower and
each other Credit Party and OPNY Credit Party in the jurisdiction of
incorporation or its organization, as the case may be, and in every jurisdiction
where the character of such Person's properties or the nature of its activities
make such qualifications necessary.

               (f) Legal Opinions. Receipt of the following legal opinions in
form and substance reasonably satisfactory to the Lead Arrangers: (i) Thelen
Reid & Priest LLP, special counsel to the Credit Parties and the OPNY Credit
Parties; (ii) Baker Botts L.L.P., special federal energy regulatory counsel to
the Credit Parties and the OPNY Credit Parties; (iii) Stroock & Stroock & Lavan
LLP, special New York counsel to the Credit Parties and the OPNY Credit Parties;
(iv) Nixon Peabody, special New York regulatory counsel to the Credit Parties
and the OPNY Credit Parties; (v) Jones Day Reavis & Pogue, special Pennsylvania
counsel to the Credit Parties and the OPNY Credit Parties; (vi) Jones Day Reavis
& Pogue, special Ohio counsel to the Credit Parties and the OPNY Credit Parties;
(vii) Jackson & Kelly PLLC, special West Virginia counsel to the Credit Parties
and the OPNY Credit Parties and (viii) Hugh Rice Kelly, Senior Vice President,
General Counsel and Corporate Secretary of Reliant.

               (g) Independent Engineer's Report. Receipt of the Independent
Engineer's Report, addressing all aspects of the Portfolio Assets, including,
without limitation, the forecasted operating and capital costs of the Portfolio
Assets, the ability of the Portfolio Assets to operate as expected, forecasted
heat rates, overall assessment of the Portfolio Assets and forecasted
electricity generation revenues for the Borrower and environmental matters, in
form and substance reasonably satisfactory to the Lead Arrangers.

               (h) Power Market and Fuel Consultant's Report. Receipt of the
Power Market and Fuel Consultant's Report.

               (i) Fuel Plan. Receipt of the Fuel Plan.

               (j) Power Marketing Plan. Receipt of the Power Marketing Plan.

               (k) Solvency Opinion. Receipt of the Solvency Opinion, in form
and substance reasonably satisfactory to the Lead Arrangers.

               (l) O&M Plan. Receipt of the O&M Plan.

               (m) Projections. Receipt, on or prior to the Restructuring
Effective Date, of the Projections reasonably acceptable to the Borrower and the
Lead Arrangers.

               (n) Fees and Expenses. All fees and expenses due and payable by
the Borrower or any other Credit Party or OPNY Credit Party to any Secured Party
pursuant to any Financing Document on or prior to the Restructuring Effective
Date shall have been paid to the extent invoiced to the Borrower at least one
(1) Business Day prior to the Restructuring Effective Date.


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<PAGE>

               (o) No Legal Proceedings. Except as set forth on Schedule 4.05
hereto, there shall be no (i) injunction, writ, preliminary restraining order or
any order of any nature issued by an arbitrator, court or other Governmental
Authority in connection with the transactions provided for herein or in the
other Transaction Documents, or (ii) litigation, investigation or proceedings
before any arbitrator, court or other Governmental Authority (A) pending or, to
the Borrower's knowledge, threatened against the Borrower, any Credit Party or
OPNY Credit Party, any Portfolio Asset or any of their respective properties,
revenues or assets in which the maximum probable loss (taking into account
insurance) is more than $25,000,000, (B) to the Borrower's knowledge, pending or
threatened against any other Major Project Party or any of its properties,
revenues or assets which, solely with respect to this clause (B), could
reasonably be expected to result in a material adverse affect on the financial
condition of such Major Project Party or such Major Project Party's ability to
perform its obligations under the Project Contract to which it is a party, or
(C) pending, or to the Borrower's knowledge, threatened, with respect to this
Agreement or the other Transaction Documents or any of the transactions
contemplated hereby or thereby. To the Borrower's knowledge, there is no
reasonable basis for any of the foregoing and a Responsible Officer of the
Borrower shall have delivered a certificate of a Responsible Officer of as to
the matters set forth in this Section 3.01(o).

               (p) Financial Statements. Unless delivered to any Lender as a
Lender under the Original Credit Agreement, receipt of the consolidated balance
sheet and financial statements of the Borrower and its consolidated Subsidiaries
and the financial statements of Twelvepole for the quarter ended June 30, 2002,
and the balance sheet and income statement of Holdco as of the Restructuring
Effective Date, prepared in accordance with GAAP and certified as to accuracy by
a Responsible Officer of the Borrower.

               (q) Establishment of Accounts. All Accounts and sub-accounts
thereof shall have been established pursuant to the Transaction Documents and
the Borrower shall have caused the amount on deposit in (i) the Debt Service
Reserve Account to be not less than $45,000,000, and (ii) the Replacement
Capital Expenditure Pre Funding Account to be not less than $4,000,000.

               (r) Perfection of Security Interests. All filings, recordings
(including the Mortgages) and other actions that are necessary or, in the
reasonable opinion of the Lenders, desirable in order to establish, protect and
preserve (i) the Administrative Agent's (for the benefit of the Secured Parties)
first priority lien on and, perfected security interest in all right, title,
estate and interest in and to the Collateral covered by the OPMW Primary
Security Documents executed and delivered as of the Restructuring Effective
Date, on the terms set forth therein, and (ii) the Administrative Agent's (for
the benefit of the Secured Parties) second priority lien on and, perfected
security interest in all right, title, estate and interest in and to the
Collateral covered by the OPMW Second Lien Documents, on the terms set forth
therein, shall have been duly made or taken or satisfactory arrangements to make
such filings promptly following the Restructuring Effective Date shall be
established. Upon making such filings, the Administrative Agent (for the benefit
of the Secured Parties) shall have, on the terms set forth in such Security


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<PAGE>

Documents, (i) a first priority lien on and perfected security interest in all
right, title, estate and interest in and to the applicable Collateral covered by
the OPMW Primary Security Documents in each case prior and superior to all other
Liens except Permitted Liens and (ii) a second priority lien on and perfected
security interest in all right, title, estate and interest in and to the
applicable Collateral covered by the OPMW Second Lien Documents, in each case
prior and superior to all other Liens except Permitted Liens and the Liens of
the OPNY Administrative Agent (for the benefit of the OPNY Secured Parties).

               (s) Real Estate Matters. Receipt of endorsements to the lender's
policies of title insurance issued by Fidelity National Title Insurance Company
of New York, with respect to properties located in Ohio and Pennsylvania, and
First American Title Company with respect to properties located in West
Virginia, in respect of the real property interests encumbered by the Mortgages,
as may be reasonably requested by the Lead Arrangers.

               (t) Insurance. (i) Receipt, from the Insurance Consultant, of the
Insurance Consultant's Report in respect of the insurance coverages for the
Portfolio Assets, in form and substance reasonably satisfactory to the Lead
Arrangers, (ii) all insurance policies required to be maintained by any Borrower
Entity pursuant to Section 5.06 shall have been obtained, shall be in full force
and effect on the Restructuring Effective Date and not subject to cancellation
without prior notice, all such insurance policies shall comply in all material
respects with the requirements of Schedule 5.06, and the Lead Arrangers shall
have received a certificate from the Insurance Consultant as to the matters set
forth in this clause (ii), (iii) the Borrower shall deliver or cause to be
delivered originals or certified copies of all policies evidencing such
insurance described in clause (ii) of this Section 3.01(t) (or a binder,
commitment or certificates signed by the insurer or a broker authorized to bind
the insurer) in form and substance satisfactory to the Lead Arrangers, and (iv)
the Insurance Consultant shall have approved all insurance policies,
applications, disclosures and other information provided to or obtained from, as
the case may be, all insurers providing the insurances identified in Schedule
5.06 and (v) all premiums then due and payable on the insurance policies
required pursuant to Section 5.06 shall have been paid.

               (u) Intellectual Property. The Borrower shall provide
satisfactory evidence to the Lenders that it and Twelvepole have obtained, on or
prior to the Restructuring Effective Date, all Intellectual Property rights
contemplated by Section 4.19.

               (v) Operating Budget. The Lead Arrangers and the Independent
Engineer shall have received an Operating Budget conforming to the requirements
set forth in the definition thereof and otherwise reasonably acceptable to them.

               (w) Process Agent. Receipt of evidence that each Credit Party and
OPNY Credit Party has irrevocably appointed as its agent for service of process
National Registered Agents, Inc. (or another Person satisfactory to the Lead
Arrangers), and that each such agent has accepted the appointment and has agreed
to forward forthwith to


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<PAGE>

such Credit Party or OPNY Credit Party, as the case may be, all legal process in
New York, New York addressed to such Credit Party or OPNY Credit Party as
applicable, received by such agent.

               (x) Fee Side Letters. Each Lead Arranger, the Collateral Agent
and the Administrative Agent shall have received a copy of each such Person's
respective Fee Side Letter, in form and substance satisfactory to such Person.

               (y) Lien Searches. Receipt of results of a recent search by a
Person satisfactory to the Lenders of the Uniform Commercial Code, judgment and
tax lien filings which may have been filed with respect to personal property of
the Credit Parties and the OPNY Credit Parties, and the results of such search
shall be reasonably satisfactory to the Lenders.

               (z) Officer's Certificate. Receipt of a certificate from a
Responsible Officer of the Borrower certifying that (i) all representations and
warranties made by the Borrower in Article IV hereof are true in all respects,
(ii) each Borrower Entity has duly performed and complied with each of the
material obligations required under the Project Contracts to which each is a
party, (iii) no Default or Event of Default has occurred and is continuing, (iv)
each Financing Document to which any Borrower Entity is a party remains in full
force and effect, (v) to such Responsible Officer's knowledge, no event has
occurred which could reasonably be expected to cause a Material Adverse Effect,
both before and after giving effect to the transactions contemplated to occur on
the Restructuring Effective Date.

               (aa) Restructuring Effective Date Letter Agreement. The
Restructuring Effective Date Letter Agreement shall have been executed and
delivered by each party thereto and the activities contemplated by Section 1(A),
(B) and (C) thereof shall have been consummated.

               (bb) Orion Power New York, L.P. Restructuring. The conditions
precedent to the effectiveness of the OPNY Restated Credit Agreement shall have
been satisfied or waived.

               (cc) Other Documents; Information. The Lead Arrangers shall have
received (with a copy for each of the other Lenders) all such other statements,
certificates, documents and other information with respect to the matters
contemplated by this Agreement and the other Financing Documents, Transaction
Documents and Operational Plans as the Lead Arrangers or any Lender may
reasonably request.

               Section 3.02 Conditions Precedent to Revolving Loans and Letters
of Credit. The obligation of any Lender to make its respective Revolving Advance
and the obligation of the Issuing Bank to issue the DLC Letter of Credit or any
Operational Letter of Credit under this Agreement is subject to the fulfillment
on the applicable Revolving Loan Funding Date in a manner reasonably
satisfactory to each such Lender of the following conditions precedent:


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<PAGE>

               (a) Notice of Revolving Loan. The Administrative Agent shall have
received (with a copy for each of the other Revolving Lenders) a Notice of
Revolving Borrowing in accordance with the terms of Section 2.03(b) and/or a
request for the issuance of an Operational Letter of Credit in accordance with
the terms of Section 2.17(c).

               (b) Representations and Warranties. The representations and
warranties made by the Credit Parties under this Agreement and in each other
Financing Document to which each such Person is a party shall be true and
correct in all material respects (both before and after giving effect to the
proposed Revolving Loan) on and as of the Revolving Loan Funding Date as though
made on and as of the Revolving Loan Funding Date, except to the extent that
such representations and warranties relate to a specific earlier date, in which
case such representations and warranties shall have been true and correct in all
material respects on and as of such earlier date.

               (c) Event of Default. No Default or Event of Default shall have
occurred and be continuing under any Transaction Document (both before and after
giving effect to the proposed Revolving Loan) on and as of such Revolving Loan
Funding Date.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

               In order to induce the Secured Parties to enter into this
Agreement and the other agreements contemplated hereby, the Borrower makes the
following representations and warranties to the Secured Parties.

               Section 4.01 Existence; Due Qualification; Compliance With Law.
Each Borrower Entity (a) is duly formed, validly existing and in good standing
under the laws of the respective jurisdiction of its formation, (b) has all
requisite power and authority to own its property and assets, to borrow money
and to transact the business in which it is presently engaged and in which it
proposes to be engaged, (c) has duly qualified and is authorized to do business
and is in good standing in every jurisdiction where the character of its
properties or the nature of its activities makes such qualification necessary
except where the failure to be so qualified could not reasonably be expected to
have a material adverse effect on any Portfolio Asset and (d) is in full
compliance with its Governing Documents, all Contractual Obligations, all
applicable material Requirements of Law and all Governmental Approvals, except
to the extent that the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect.

               Section 4.02 Power; Authority; No Violation; Binding Effect.
(a) The execution, delivery and performance by the Borrower Entities of the
Transaction Documents to which each is a party and the consummation of the
transactions contemplated thereby (i) are within their respective powers, (ii)
have been duly authorized by all necessary corporate or partnership action,
(iii) do not and will not contravene (A) their respective Governing Documents or
(B) any material Requirement of Law, any material Contractual Obligation or any
material Governmental Approval


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<PAGE>

binding on or affecting any of them and (iv) do not and will not conflict with
or be inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien
(except Permitted Liens) upon any of their respective properties or assets
pursuant to, the terms of any material Contractual Obligation binding on or
affecting any of them.

               (b) Each Borrower Entity has duly executed and delivered each
Transaction Document to which it is a party. Each Transaction Document
constitutes the legal, valid and binding obligation of each Borrower Entity (to
the extent it is a party thereto), enforceable against such Borrower Entity in
accordance with its terms, except as enforcement thereof may be subject to (i)
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally and (ii) general
principles of equity.

               Section 4.03 Ownership of Property. Except for property, assets
and revenues disposed of in accordance with Section 6.11 hereof, each Borrower
Entity has good title to, or valid leasehold, easement or right-of-way interests
in, the material property, assets or revenues which it purports to own, lease or
hold any such interest in, free and clear of all Liens (except Permitted Liens),
including possession of all required real estate interests and licenses,
Intellectual Property and other proprietary rights, except where the failure to
own or possess any of the foregoing could not reasonably be expected to have a
material adverse effect on any Portfolio Asset.

               Section 4.04 Governmental Approvals. Each Borrower Entity has all
Governmental Approvals required to authorize, and currently required to be
maintained (and currently expects to be able to obtain all Governmental
Approvals required in the future on or prior to the date and time required)
under applicable Requirements of Law in connection with (i) the execution,
delivery and performance by such Borrower Entity of the Transaction Documents
and the Operational Plans to which it is a party, (ii) the ownership,
maintenance or operation of the Portfolio Assets as contemplated by the
Transaction Documents and the Operational Plans, and (iii) the legality,
validity, binding effect or enforceability of any Transaction Document except,
in each case where the failure to obtain such Governmental Approvals could not
reasonably be expected to have a material adverse effect on any Portfolio Asset.
Except as set forth on Schedule 4.04, all applicable waiting periods (including
appeal periods) relating to any such Governmental Approval or other approval
which are required and have been obtained have expired without any adverse
action taken with respect thereto. All such Governmental Approvals are in full
force and effect and are not subject to any appeal or similar proceeding, except
where the failure to be in full force and effect or any such appeal or
proceeding could not reasonably be expected to have a material adverse effect on
any Portfolio Asset. No Borrower Entity is in violation of any condition in any
material Governmental Approval, which violation could reasonably be expected to
have a material adverse effect on any Portfolio Asset.

               Section 4.05 Legal Proceedings. Except as set forth on Schedule
4.05 attached hereto, there is no (a) injunction, writ, preliminary restraining
order or order of


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<PAGE>

any nature issued by an arbitrator, court or other Governmental Authority
against any Borrower Entity, or, to the Borrower's knowledge, against any other
Major Project Party, in connection with the transactions provided for herein or
in the other Transaction Documents or the Operational Plans, or (b) action,
suit, arbitration, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority pending against (i) any Borrower Entity or,
to the Borrower's knowledge, threatened against any Borrower Entity nor, to the
Borrower's knowledge, is there any reasonable basis for any such action, suit
arbitration, litigation, investigation or proceeding in which the maximum
probable loss (taking into account insurance) is more than $25,000,000, or, (ii)
to the Borrower's knowledge, pending or threatened against any other Major
Project Party, which, solely with respect to this clause (ii), could reasonably
be expected to result in a material adverse affect on the financial condition of
such Major Project Party or such Major Project Parties' ability to fulfill its
obligations under the Project Contract to which it is a party.

               Section 4.06 Financial Statements. Each financial statement
required to be delivered by or on behalf of the Credit Parties to the Lead
Arrangers, Lenders or the Administrative Agent under and pursuant to the
Financing Documents on the Restructuring Effective Date (or previously
delivered) was prepared in accordance with GAAP and fairly presents the
financial condition of such parties as of the date of such financial statement.
Each financial statement of the Credit Parties, delivered from time to time by
(or on behalf of) the Borrower as required hereunder and under the Financing
Documents, was prepared in accordance with GAAP and fairly presents the
financial condition of such party as of the date of such financial statement.
Since June 30, 2002, there has been no material adverse change in the business,
condition (financial or otherwise), operations, performance or properties taken
as a whole of the Credit Parties.

               Section 4.07 Indebtedness. No Borrower Entity has any outstanding
Indebtedness other than Permitted Indebtedness.

               Section 4.08 No Default. No Default or Event of Default has
occurred and is continuing.

               Section 4.09 Taxes. Each Borrower Entity has filed all tax
returns required to be filed by it and has paid all taxes and assessments
payable by it which have become due, other than those not yet delinquent and
those being contested in good faith and by appropriate proceedings and for which
Acceptable Reserves have been established. No tax Liens have been filed (that
have not been satisfied) and no claims or assessments are currently being
asserted or, to the Borrower's knowledge, are reasonably expected to be asserted
with respect to any such taxes or other charges.

               Section 4.10 Use of Proceeds. All proceeds of the Loans will be
used only for the purposes specified in Section 2.02(d). No part of the proceeds
of any Loan and no proceeds of any Letter of Credit will be used by the Borrower
to purchase or carry any Margin Stock or to extend credit to any other Person
for the purpose of purchasing or carrying any Margin Stock.


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<PAGE>

               Section 4.11 Compliance with ERISA. Each Borrower Entity, the
Operator and each ERISA Affiliate has fulfilled its obligations under the
minimum funding standards of ERISA and the Code with respect to each Benefit
Arrangement and Plan and is in compliance in all material respects with the
presently applicable provisions of ERISA and the Code with respect to each Plan.
None of the Borrower Entities, the Operator or any ERISA Affiliate has (a)
sought a waiver of the minimum funding standard under Section 412 of the Code in
respect of any Plan, (b) failed to make any contribution or payment to any Plan
or Multiemployer Plan or in respect of any Benefit Arrangement, or made any
amendment to any Plan, which failure or amendment has resulted or would
reasonably be expected to result in the imposition of a material Lien under
Section 412(n) of the Code (or any corresponding provisions of ERISA) or the
posting of a material bond or other material security under Section 401(a)(29)
of the Code (or any corresponding provisions of ERISA), (c) incurred any
liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA, (d) engaged in any transaction described
in Section 4069 of ERISA, or (e) engaged in any Prohibited Transaction. For
purposes of this Section 4.11, "in all material respects" means that the cost to
cure any noncompliance is not reasonably expected to exceed $3,000,000 in the
aggregate, "material Lien" means a lien or liens exceeding $3,000,000 in the
aggregate, "material bond" means a bond or bonds exceeding $3,000,000 in the
aggregate, and "material security" means security exceeding $3,000,000 in the
aggregate.

               Section 4.12 Material Liabilities. No Borrower Entity has any
material liabilities (actual or contingent) other than those (a) existing on the
Restructuring Effective Date as set forth in Schedule 4.12 hereto, as set forth
in its most recent financial statements or in the Operating Budget, (b) arising
out of, or expressly permitted by, this Agreement or the other Transaction
Documents to which it is, or is to become, a party or (c) liabilities incurred,
existing or assumed after the Restructuring Effective Date pursuant to written
agreements, contracts, commitments and/or arrangements of any Borrower Entity,
entered into in the ordinary course of business permitted pursuant to the
Financing Documents and which individually or in the aggregate would not
reasonably be likely to result in a material adverse effect on such Borrower
Entity's financial condition or its ability to fulfill its obligations under the
Transaction Documents to which it is a party.

               Section 4.13 Regulation of Parties. (a) Other than as set forth
on Schedule 4.04, each of the Borrower Entities and Operator has been determined
by the Federal Energy Regulatory Commission to be an "exempt wholesale
generator" under Section 32 of PUHCA. So long as the Borrower Entities and
Operator are owning and operating the Portfolio Assets and are "exempt wholesale
generators" under Section 32 of PUHCA, none of the Borrower Entities nor any
Credit Party nor Operator is, and none will be, solely as a result of its
participation in the transactions contemplated hereby or by any other
Transaction Document or Operational Plan, or as a result of the ownership, use
or operation of the Portfolio Assets, subject to regulation by the Securities
and Exchange Commission as a "public-utility company," or an "electric utility
company," or a "holding company", or a "subsidiary" or "affiliate" of any of the
foregoing, under PUHCA. So long as each owner and operator of the Portfolio
Assets is an "exempt


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<PAGE>

wholesale generator" under Section 32 of PUHCA, none of the Lenders will, solely
as a result of its or their ownership of the Capital Stock of the Borrower
Entities upon the exercise of remedies under the Security Documents, be subject
to regulation by the Securities and Exchange Commission as a "public--utility
company," an "electric utility company," a "holding company," or a subsidiary or
affiliate of any of the foregoing under PUHCA.

               (b) None of the Credit Parties is an "investment company" or a
company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended.

               Section 4.14 Security Documents. Except as set forth in Schedule
4.14, the Security Documents, together with all necessary recordings thereof and
filings with respect thereto, are effective to create as security for the Loans,
valid and enforceable Liens in and on all of the material Collateral described
in each such Security Document in favor of the Administrative Agent (for the
benefit of the Secured Parties), and upon making the filings referenced in
Schedule 4.14 hereof in the applicable filing or recording office in accordance
with applicable Requirements of Law, all necessary and appropriate recordings
and filings will have been made, and upon taking possession of the equity
security and accompanying stock powers to be delivered to the Administrative
Agent pursuant to the Holdco Midwest Stock Pledge Agreement and the OPH
Membership Interest Pledge Agreement, all other necessary and appropriate action
will have been taken so that each such Security Document creates a perfected
Lien (other than with respect to any vehicles or boats or as to second liens in
any of the Collateral for which possession or exclusive control or any other
action which would not be permitted pursuant to any OPMW Primary Security
Documents is required to perfect such second lien) on and security interest in
the material Collateral covered thereby and, except as provided in Section
5.18(b), appropriate consents to the action, perfection and enforcement of such
Liens have been obtained, if required hereby, from each of the Project Parties
superior to and prior to the rights of all other Persons, subject only to
Permitted Liens. All taxes, fees and other charges payable in connection
therewith will have either been paid in full by the Borrower or arrangements for
the payment of such amounts satisfactory to the Administrative Agent shall have
been made.

               Section 4.15 Accuracy and Completeness of Information(a). (a) All
factual written information heretofore or contemporaneously created and
furnished by or on behalf of any Credit Party to the Lead Arrangers, the
Administrative Agent or any Lender, for purposes of, or in connection with, this
Agreement, any other Transaction Document, or any transaction contemplated
hereby or thereby is, and all such other factual information hereafter furnished
by or on behalf of any Credit Party to the Lead Arrangers, the Administrative
Agent or any Lender will be, true and accurate in all material respects on the
date as of which such information is given, dated or certified and not
incomplete by omitting to state any material fact necessary to make such
information not materially misleading at such time, in each case taken as a
whole together with all other information theretofore or contemporaneously
supplied; provided, that, no representation or warranty is made in any provision
of this Section 4.15, any Operational Plans or any Financing Document with
regard to (a) any projections or other forward-


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<PAGE>

looking statements provided by the Borrower, including the Projections (except
as set forth in Section 4.24 below), (b) general market information and (c) any
report of any Independent Expert.

               (b) The Borrower has made a reasonable inquiry in respect of
factual written information (other than the reports of the Independent Experts)
heretofore or contemporaneously created and furnished by or on behalf of any
Person (other than any Credit Party) to the Lead Arrangers, the Administrative
Agent or any Lender, for purposes of, or in connection with, this Agreement, any
other Transaction Document, or any transaction contemplated hereby or thereby.
To the knowledge of the Borrower based on such inquiry, all such factual
information is true and accurate in all material respects on the date as of
which such information is given, dated or certified and is not incomplete by
omitting to state any material fact necessary to make such information not
materially misleading at such time, in each case taken as a whole together with
all other information theretofore or contemporaneously supplied.

               (c) There is no fact known to any Credit Party which has, or
could reasonably be expected to have, a Material Adverse Effect which fact has
not been set forth herein, in the financial statements delivered pursuant
hereto, or any certificate or other written statement made or furnished by any
Credit Party to the Lead Arrangers or the Administrative Agent.

               Section 4.16 Property Rights, Utilities, Etc. All easements,
leasehold and other property interests, and all utility and other services,
means of transportation, facilities, other materials and other rights that are
necessary for the operation and maintenance of the Portfolio Assets (other than
those which may be required for the operation of Phillips which shall not be
necessary unless and until the Borrower elects to place such Portfolio Asset
into operation) in accordance with all material Requirements of Law and the then
existing Project Contracts (including, without limitation, gas, electrical,
water and sewage services and facilities) have been procured and are available
to the Borrower Entities and the Portfolio Assets pursuant to the Project
Contracts or are otherwise commercially available to the Borrower Entities and
the Portfolio Assets and, to the extent appropriate, arrangements have been made
by, or on behalf of (and with the approval of), each Borrower Entity on
commercially reasonable terms for such easements, interests, services, means of
transportation, facilities, materials and rights in each case, except where the
failure to procure or have available any of the foregoing could not reasonably
be expected to have a material adverse effect on the operation of any Portfolio
Asset.

               Section 4.17 Project Contracts. The Borrower has delivered to the
Lenders prior to the Restructuring Effective Date, true, correct and complete
copies of the Project Contracts in effect as of the Restructuring Effective Date
and all of the Governing Documents of each Credit Party in existence as of the
date hereof. As of the date hereof, none of such Project Contracts or Governing
Documents has been amended, modified or terminated except in accordance herewith
and as disclosed in writing to the Administrative Agent, the representations and
warranties of each Borrower Entity and, to the Borrower's knowledge each Major
Project Party, in each such Project Contract to


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which each such Person is a party are true and correct in all material respects
and, to the Borrower's knowledge, no other party to a Project Contract is in
default of such party's material obligations thereunder. The Borrower Entities
are not parties to any material contracts or agreements other than the Governing
Documents, the Transaction Documents, the Approved Agreements, the contracts and
agreements listed or described on Schedule 3.01(b) and any other contracts or
agreements which such Borrower Entity is obligated to provide copies of on a
regular basis in accordance with the Financing Documents.

               Section 4.18 Principal Place of Business. (a) The principal place
of business of the Borrower and the office where the Borrower maintains its
records relating to the transactions contemplated by the Transaction Documents
is located at 2000 Cliff Mine Road, Suite 2000, Pittsburgh, PA 15275 or at 1111
Louisiana St., Houston, TX 77002.

               (b) The principal place of business of Twelvepole and the office
where Twelvepole maintains its records relating to the transactions contemplated
by the Transaction Documents is located at 2000 Cliff Mines Road, Suite 2000,
Pittsburgh, PA 15275 or at 1111 Louisiana St., Houston, TX 77002.

               Section 4.19 Patents; Licenses; Franchises and Formulas. (a) Each
Borrower Entity owns, has a license to use or otherwise has the right to use,
free and clear of any pending or, to the knowledge of the Borrower, threatened
Liens (other than Permitted Liens), all the patents, patent applications,
trademarks, permits, service marks, names, trade secrets, proprietary
information and knowledge, technology, computer programs, databases, copyrights,
licenses, franchises and formulas, or rights with respect thereto required to
operate and maintain the Portfolio Assets (other than Phillips, unless and until
the Borrower elects to place such Portfolio Asset into operation) as presently
operated and maintained (collectively, "Intellectual Property"), and to conduct
its business as presently conducted and as presently proposed to be conducted,
in each case, except where the failure to own or possess any such Intellectual
Property could not reasonably be expected to result in a Material Adverse
Effect.

               (b) Except as set forth on Schedule 4.19 attached hereto, (i)
each Borrower Entity has obtained and holds in full force and effect, all
franchises, licenses, permits, certificates, authorizations, qualifications,
easements, rights of way and other rights and approvals which are necessary for
the operation of the Portfolio Assets as presently conducted and as presently
proposed to be conducted, and each Borrower Entity currently expects that it
will obtain on or prior to the date required under applicable Requirements of
Law any additional franchises, licenses, permits, certificates, authorizations,
qualifications, easements, rights of way and other rights and approvals which
may be required in the future to operate the Portfolio Assets and the activities
and transactions contemplated in the Transaction Documents and the Operational
Plans, and (ii) no Borrower Entity is in violation of the terms of any such
franchise, license, permit, certificate, authorization, easement, right of way,
qualification, right or approval, except in any such case with respect to clause
(i) or (ii) above, which could reasonably be expected to have a Material Adverse
Effect.


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<PAGE>

               Section 4.20 Environmental Matters. Except as described in
Schedule 4.20:

               (a) There are no facts, circumstances, conditions or occurrences
regarding the Portfolio Assets that could reasonably be likely to (i) form the
basis of any Environmental Claim arising with respect to the Portfolio Assets,
against the Portfolio Assets or any Borrower Entity, which individually or in
the aggregate could reasonably be expected to have a Material Adverse Effect,
(ii) cause any Portfolio Asset to be subject to any material restrictions on
ownership, occupancy, or use under any Environmental Law, other than any such
restriction that could not reasonably be expected to have a material adverse
effect on any Portfolio Asset, or (iii) require the filing or recording of any
notice, registration, permit or disclosure documents with respect to any
material violation of any Environmental Law.

               (b) There are no past, pending or, to the Borrower's knowledge,
threatened Environmental Claims arising with respect to the ownership, operation
and maintenance of the Portfolio Assets, which individually or in the aggregate
could reasonably be likely to have a Material Adverse Effect.

               (c) Hazardous Materials have not at any time been used or
Released by any Borrower Entity or, to the Borrower's knowledge, by any other
Person, at, on, under or from the Portfolio Assets other than in compliance at
all times with all applicable Environmental Laws, except where such use or
Release could not reasonably be expected to have a Material Adverse Effect. As
of the Restructuring Effective Date, no Hazardous Material generated by any
Borrower Entity has been recycled, treated, stored, disposed of or Released by
any Borrower Entity at any location in violation or breach of any of Section
5.21.

               (d) (i) there are not now and, to the Borrower's knowledge after
reasonable inquiry, never have been any underground storage tanks located at the
sites of any of the Portfolio Assets, (ii) there is no asbestos contained in,
forming part of, or contaminating any part of the Portfolio Assets, and (iii) no
polychlorinated biphenyls ("PCBs") are used, stored, located at or contaminate
any part of the Portfolio Assets, except in any such case referenced in any of
clauses (i), (ii), or (iii) which individually or in the aggregate could
reasonably be likely to have a Material Adverse Effect.

               (e) As of the Restructuring Effective Date, all written
third-party environmental investigations, studies, audits, tests, reviews or
other analyses conducted for, or that are in the possession of or which have
been delivered to, any Credit Party in relation to facts, circumstances or
conditions at or affecting the Portfolio Assets or any site or facility now or
previously owned, operated or leased by any Borrower Entity have been made
available to the Lenders.

               (f) No Borrower Entity has transported or contractually permitted
for the transportation of any Hazardous Material to any location that is listed
on the National Priorities List ("NPL") under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), listed
for possible


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inclusion on the NPL by the Environmental Protection Agency in the Comprehensive
Environmental Response and Liability Information System, as provided for by 40
C.F.R. Section 300.5 ("CERCLIS"), or on any similar state or local list or that
is the subject of Federal, state or local enforcement actions or other
investigations that could reasonably be expected to result in any material
Environmental Claims against any Borrower Entity.

               (g) No written notification of a material Release of a Hazardous
Material has been filed by or on behalf of any Borrower Entity and neither the
Portfolio Assets nor any site or facility now or previously owned, operated or
leased by any Borrower Entity is listed or, to the Borrower's knowledge,
proposed for listing on the NPL by the Environmental Protection Agency in
CERCLIS or any similar state list of sites requiring investigation or clean-up.

               (h) (i) No Liens have arisen under or pursuant to any
Environmental Laws on the Portfolio Assets or any site or facility that will be
owned, operated or leased by any Borrower Entity, and (ii) no government action
has been taken or is in process that could subject any of the Portfolio Assets
or any such site or facility to such Liens or that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.
No Borrower Entity will be required to place any notice or restriction relating
to the presence of Hazardous Materials at any of the Portfolio Assets or any
site or facility owned by it in any deed to the real property on which any of
the Portfolio Assets or such site or facility is located.

               (i) The Portfolio Assets are in compliance with all Environmental
Laws and, to the Borrower's knowledge after reasonable inquiry, there is no
reason to believe that there are any facts or circumstances that will materially
limit the continued compliance of the operation of the Portfolio Assets with all
Environmental Laws or which would, other than as set forth in the Projections,
require material changes to the Portfolio Assets, or the operation thereof, to
comply with Environmental Laws in the future, except in any such case where such
non-compliance could not be reasonably expected to materially adversely effect
the operation or performance of any Portfolio Asset that is the subject of such
non-compliance.

               Section 4.21 Insurance. All insurance policies required to be
obtained by the Borrower pursuant to Section 5.06 have been obtained and are in
full force and such insurance policies comply with the requirements of Section
5.06.

               Section 4.22 Transactions with Affiliates. Except as expressly
set forth in Schedule 4.22, no Borrower Entity is a party to any contract or
agreement with, or has any other commitment of any nature or kind, to any
Affiliate, which would result in a breach of the Borrower's covenants and
agreements set forth in the first sentence of Section 6.09.

               Section 4.23 Organizational Structure. On the Restructuring
Effective Date, the organizational structure of the Credit Parties is as set
forth on Schedule 4.23 hereof.


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<PAGE>

               Section 4.24 Projections. The Borrower has prepared or caused to
be prepared the Projections and the Operational Plans and is responsible for
developing the assumptions on which the Projections and the Operational Plans
are based. The Projections and the Operational Plans are, to the Borrower's
knowledge after reasonable inquiry (a) based on reasonable assumptions,
including all legal and factual matters material to the estimates set forth
therein, and (b) consistent with the provisions of the Transaction Documents;
provided, that each of the Secured Parties hereby acknowledges and agrees that
such Projections (and any projections or other forward-looking information
contained in the Operational Plans) may or may not prove to be correct and that
no representation or warranty is made as to whether actual performance of the
Portfolio Assets is or will be accurately reflected in such Projections (or any
projections or other forward-looking information contained in the Operational
Plans).

               Section 4.25 Environmental Insurance. To the Borrower's knowledge
after reasonable inquiry, all Pollution Conditions existing in, on, under or
from the Portfolio Assets prior to the inception date of the Environmental
Insurance Policy are identified in the reports and documents on the Known
Conditions List and were disclosed in the application for the Environmental
Insurance Policy. The Borrower reasonably believes, based on reasonable
assumptions, that all Scheduled Pollution Conditions identified on the Known
Conditions List which require any clean-up, investigation, remediation,
corrective action or monitoring under the Environmental Laws or which are
otherwise necessary to address a significant risk to human health or the
environment are included in the Pollution Conditions.

               Section 4.26 Equity Interests. The Borrower has free and clear
title to the equity interests of its Subsidiaries, except for Permitted Liens,
and all pledged equity interests are validly issued, fully paid and
non-assessable and not subject to restrictions on transfer other than applicable
restrictions on transfer pursuant to applicable state or federal securities
laws.

               Section 4.27 Allowances. As of the Restructuring Effective Date,
the Borrower Entities hold Owned Allowances and Contract Allowances sufficient
to meet the Minimum Allowance Holding Requirements as set forth on Part A of
Schedule 5.28(b).

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

               The Borrower covenants and agrees that, so long as this Agreement
is in effect and any Lender shall have any Commitment outstanding hereunder, and
until the Notes, together with interest, and all other Obligations are
indefeasibly paid in full and all Letters of Credit have been cancelled or have
expired and all amounts drawn thereunder have been indefeasibly reimbursed in
full and the OPNY Obligations have been indefeasibly paid in full, the Borrower
will:

               Section 5.01 Conduct of Business; Maintenance of Existence. (i)
Engage solely in the business of owning, operating, maintaining and managing its
interests in the


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<PAGE>

Portfolio Assets and in its Subsidiaries, (ii) preserve and maintain in full
force and effect its existence as a limited partnership or limited liability
company, as applicable, under the laws of the state of its organization and its
qualification to do business in every jurisdiction where the character of its
properties or the nature of its activities makes such qualification necessary
except where the failure to be so qualified could not reasonably be expected to
have a material adverse effect on any Portfolio Asset, (iii) preserve and
maintain all of its rights, privileges, permits and franchises necessary for the
ownership, operation, maintenance and management of the Portfolio Assets (other
than rights, privileges, permits and franchises necessary for the operation of
the Phillips facility, unless and until the Borrower elects to place such
facility into operation) and (iv) subject to Section 6.11, keep all property
useful and necessary in its business in good working order and condition (except
to the extent that any such property is no longer used or useful for the
business of any Borrower Entity), ordinary wear and tear excepted. No Borrower
Entity shall amend its respective Governing Documents in any manner, the result
of which would be to alter the distribution, nature of business, management,
transfer of interests or powers of the general partner provisions thereof.

               Section 5.02 Governmental Approvals. Duly obtain on, or prior to,
such date as the same may be legally required, and thereafter maintain in effect
as long as legally required, all Governmental Approvals required under Section
4.04, except to the extent the failure to so obtain or maintain could not
reasonably be expected to result in a Material Adverse Effect.

               Section 5.03 Payment of Indebtedness. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all of its Obligations and other Indebtedness and monetary obligations of
whatever nature (except for any Indebtedness (other than the Obligations) or
other monetary obligations which are being contested in good faith and by
appropriate proceedings if (a) Acceptable Reserves have been established, and
(b) such contest does not involve any unreasonable risk of the sale, forfeiture
or loss of any of the right, title estate and interest of any Borrower Entity in
any Portfolio Asset, taking into account the existence of such Acceptable
Reserves).

               Section 5.04 Accounts. Maintain all of the Accounts with the
Administrative Agent in accordance with, and apply or cause the application of,
all amounts on deposit therein as required by, the Deposit Account Agreement and
the other Financing Documents.

               Section 5.05 Performance of Covenants, Etc. Perform and observe
all Contractual Obligations, including all of such covenants and agreements
contained in the Project Contracts to which it is a party and shall enforce
(including, as necessary, through negotiation, litigation or other reasonable
means) the rights granted to it under and in connection with each of the
Transaction Documents, except where the failure to perform and observe such
Contractual Obligations or enforce such rights could not reasonably be expected
to have a material adverse effect on any Portfolio Asset.


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<PAGE>

               Section 5.06 Insurance Requirements. Procure and maintain with
respect to all Borrower Entities and all Portfolio Assets, as applicable,
insurance against physical loss, public liability, property damage, general
liability, business interruption, environmental risk and other insurance, with
coverages and limits in no event less than those set forth on Schedule 5.06
hereto (and in conformance with the requirements set forth thereon). All
premiums due under all insurance policies required to be maintained under this
Section 5.06 will be paid timely by, or on behalf of, the Borrower. All proceeds
of insurance shall be applied as provided in the Deposit Account Agreement.

               Section 5.07 Books and Records. Keep proper books of records and
accounts in which full, true and correct entries shall be made of all of its
transactions in accordance with GAAP.

               Section 5.08 Visitation, Inspection, etc. Permit representatives
of the Administrative Agent, the Independent Engineer and the Lead Arrangers (at
the cost and expense of the Borrower so long as any Default or Event of Default
exists), and any other Lender (at the cost and expense of such Lender) to visit
and inspect any of the Portfolio Assets, to examine its books and records and to
make copies and take extracts therefrom, and to discuss its affairs, finances
and accounts with its officers and employees and its independent accountants,
all with reasonable prior notice and at such reasonable times as such Person may
reasonably request and subject to the applicable Borrower Entity's reasonable
rules and procedures regarding operation, safety and confidentiality.

               Section 5.09 Requirements of Law. Comply with all Requirements of
Law and Governmental Approvals (a) applicable to it and the Portfolio Assets,
including all Environmental Laws and (b) required of any Borrower Entity by
virtue of any concessions and licenses held by the Borrower Entity, except in
each case when any such Requirement of Law or Governmental Approval is being
contested in good faith and by appropriate proceedings or, as appropriate,
settlement negotiations, and for which Acceptable Reserves have been
established, except in each case where the failure to so comply could not
reasonably be expected to have a material adverse effect on any Portfolio Asset;
provided, that, no Borrower Entity shall be required to establish Acceptable
Reserves in respect of any "new source review" enforcement action brought by the
Environmental Protection Agency against such Borrower Entity or any Portfolio
Asset (other than for penalties that may be assessed as a result of such
enforcement action) that such Borrower Entity is contesting in good faith or in
respect of which such Borrower Entity is involved in settlement negotiations.

               Section 5.10 Reporting Requirements. Furnish to the
Administrative Agent:

               (a) as soon as available, but in any event, within 60 days after
the end of each fiscal quarter of the Borrower, the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of each such
quarter and the related unaudited statement of income, partners' capital (or, if
converted to a limited liability company in accordance with the LP Guarantee,
members' capital) and cash flows for such quarter and the portion of the fiscal
year through the end of each such quarter, prepared in accordance


                                       88
<PAGE>

with GAAP, certified by a Responsible Officer of the Borrower as being fairly
stated in all material respects, it being understood and agreed that delivery of
financial statements for the fiscal quarter ended September 30, 2002 in
conformity with Section 5.10(a) of the Original Credit Agreement (but within 60
days thereafter) shall satisfy the requirements of this Section 5.10(a) with
respect to such fiscal quarter;

               (b) as soon as available, but in any event, within 120 days after
the end of each fiscal year of the Borrower, the consolidated balance sheet of
the Borrower and its Subsidiaries as at the end of such year and the related
statement of income, partners' capital (or, if converted to a limited liability
company in accordance with the LP Guarantee, members' capital), cash flows and a
statement of sources and uses of all funds for such year, prepared in accordance
with GAAP and audited by Deloitte & Touche LLP or any other independent
certified public accountants of recognized standing in the United States of
America reasonably satisfactory to the Administrative Agent and setting forth in
each case in comparative form the figures for the previous year, and a
certificate as to compliance with the Financing Documents;

               (c) as soon as available, but in any event, not later than 60
days after the commencement of each fiscal year of the Borrower (commencing with
the 2004 fiscal year), furnish forecasts prepared by management in form and
detail reasonably satisfactory to the Administrative Agent, of projections
(substantially in the form of the Projections) on a fiscal period basis for such
fiscal year and on a fiscal year basis for each of the remaining fiscal years
until at least twenty years beyond the Restructuring Effective Date;

               (d) each time the financial statements of the Borrower are
delivered under this Section 5.10, a certificate signed by a Responsible Officer
of the Borrower shall be delivered along with such financial statements,
certifying that such Responsible Officer has made or caused to be made a review
of the transactions and financial condition of the Borrower and its Subsidiaries
during the relevant fiscal period and that such review has not, to the best of
such Responsible Officer's knowledge, disclosed the existence of any event or
condition which constitutes a Default or an Event of Default under any Financing
Document to which any Borrower Entity is a party, or if any such event or
condition existed or exists, the nature thereof and the corrective actions that
the relevant Borrower Entity has taken or proposes to take with respect thereto,
and also certifying that each Borrower Entity is in compliance in all material
respects with its obligations under this Agreement and each other Financing
Document to which it is a party or, if such is not the case, stating the nature
of such non-compliance and the corrective actions which the relevant Borrower
Entity has taken or proposes to take with respect thereto; and

               (e) the certificates required by Sections 5.23(a) and 5.23(b) as
and when required thereby.


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<PAGE>

               Section 5.11 Operating Budget.

               (a) Deliver to the Administrative Agent for its approval (such
approval not to be unreasonably conditioned, withheld or delayed) an Operating
Budget not less than 30 days in advance of each calendar year satisfying the
requirements contained in the definition thereof (it being understood that the
initial Operating Budget shall cover the period through December 31, 2003);
provided, that, with respect to any Operating Budget, if the Administrative
Agent fails to approve such Operating Budget or provides notice to the Borrower
that it rejects all or any portion of such Operating Budget, the Borrower and
the Administrative Agent (in consultation with the Independent Experts) agree to
work in good faith to resolve such dispute; and provided, further, that if an
Operating Budget is not adopted and approved on or prior to the first day of any
calendar year, the Borrower Entities shall adhere to the Interim Operating
Budget until such time as an Operating Budget is adopted and approved by the
Administrative Agent (in consultation with the Independent Experts).

               (b) Subject to clauses (c) through (f) of this Section 5.11,
operate and maintain the Portfolio Assets or cause the Portfolio Assets to be
operated and maintained, in accordance with each Operating Budget.

               (c) The Borrower Entities shall not make expenditures in respect
of Operating Costs in any fiscal year or, with respect to the period from and
after the Restructuring Effective Date through December 31, 2003 (the "Initial
Budget Period"), in such Initial Budget Period, in an aggregate amount in excess
of 110% of the Budgeted Operating Costs for such fiscal year or the Initial
Budget Period, as applicable; provided that, the Borrower Entities may make
expenditures in any fiscal year or the Initial Budget Period, as applicable, in
an aggregate amount in excess of 110%, but less than or equal to 115%, of the
Budgeted Operating Costs for such fiscal year or the Initial Budget Period, as
applicable, with the written consent of the Administrative Agent (after
consultation with the Independent Experts) (which consent shall not be
unreasonably withheld, conditioned or delayed) may make expenditures in any
fiscal year or the Initial Budget Period, as applicable, in an aggregate amount
in excess of 115% of the Budgeted Operating Costs for such fiscal year or the
Initial Budget Period, as applicable, with the written consent of the Lead
Arrangers (which consent shall not be unreasonably withheld, conditioned or
delayed); provided, further, that nothing in this Section 5.11 shall impose any
spending limitation on or prevent the Borrower from making expenditures in
excess of the Budgeted Operating Costs for the purchase of any fuel (including
transportation thereof), Energy-Related Products, Allowances or Environmental
Cap Ex required for the operation of the Portfolio Assets or compliance with the
Financing Documents; and provided, further, that the Borrower may propose
amendments to the then-existing Operating Budget due to material changes in the
operation of the Portfolio Assets which amendments shall be subject to the
receipt of the prior written consent of the Lead Arrangers, after consultation
with the Independent Experts (such consent not to be unreasonably withheld,
conditioned, or delayed). The Borrower Entities shall not make Capital
Expenditures (other than Environmental Cap Ex) in any fiscal year or the Initial
Budget Period, as applicable, in an aggregate amount in excess of 110% of the
Capital Expenditures (other than Environmental Cap Ex) set forth in the
Operating Budget in


                                       90
<PAGE>

effect for such fiscal year or the Initial Budget Period, as applicable;
provided, that, the Borrower Entities may make expenditures in any fiscal year
or the Initial Budget Period, as applicable in an aggregate amount in excess of
110%, but less than or equal to 115%, of the budgeted Capital Expenditures
(other than Environmental Cap Ex) for such fiscal year or the Initial Budget
Period, as applicable, with the written consent of the Administrative Agent
(after consultation with the Independent Experts) (such consent not to be
unreasonably withheld, conditioned or delayed) and may make expenditures in any
fiscal year or the Initial Budget Period, as applicable, in an aggregate amount
in excess of 115% of the budgeted Capital Expenditures (other than Environmental
Cap Ex) for such fiscal year or the Initial Budget Period as applicable, with
the written consent of the Lead Arrangers (such consent not to be unreasonably
withheld, conditioned or delayed). For the avoidance of doubt, it is understood
and agreed that this Section 5.11(c), together with Section 5.11(d) below,
imposes "line-item" budget expenditure restrictions only with respect to Capital
Expenditures (other than Environmental Cap Ex) as set forth above.

               (d) The Borrower Entities shall not make re-allocations in
respect of any line item of Budgeted Operating Costs in any fiscal year or the
Initial Budget Period, as applicable, in excess of 10% of such line item of
Budgeted Operating Cost for such fiscal year; provided, that, the Borrower
Entities may make re-allocations in any fiscal year or the Initial Budget Period
as applicable, of any line item of Budgeted Operating Cost for such fiscal year
or the Initial Budget Period, as applicable, in excess of 10% of such line item
of Budgeted Operating Cost, but less than or equal to 15% of such line item of
Budgeted Operating Cost, with the written consent of the Administrative Agent
(after consultation with the Independent Experts) (such consent not to be
unreasonably withheld, conditioned or delayed) and may make re-allocations in
any fiscal year or the Initial Budget Period as applicable, in excess of 15% of
a line item of Budgeted Operating Cost for such fiscal year or the Initial
Budget Period as applicable with the written consent (such consent not to be
unreasonably withheld, conditioned or delayed) of the Lead Arrangers.

               (e) Notwithstanding the foregoing, in the event of any Emergency,
the Borrower Entities may make expenditures and/or reallocations in excess of
the limitations set forth in clauses (c) and (d) to the extent of such amount
reasonably necessary for the remediation of the conditions giving rise to such
Emergency and otherwise in accordance with Prudent Industry Practice.

               (f) To the extent that modifications to, or deviations from, an
approved Operating Budget have been consented to by the Administrative Agent or
the Lead Arrangers, as applicable, such modifications or deviations shall be
deemed to amend such approved Operating Budget and all references in this
Agreement or the other Financing Documents to the Operating Budget shall be
deemed to refer to the Operating Budget as so amended.

               Section 5.12 Payment of Taxes and Claims. Timely cause to be paid
and discharged (whether by the Sponsor, or any parent or Affiliate of the
Sponsor, or otherwise) all taxes, assessments and governmental charges or levies
lawfully imposed


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<PAGE>

upon any Borrower Entity or upon its respective income or profits or upon any
portion of the Portfolio Assets or the Collateral and all lawful claims or
obligations that, if unpaid, would become a Lien upon the Collateral, real or
personal, or upon any part thereof; provided, that, the Borrower Entities shall
have the right to contest in good faith the validity or amount of any such tax,
assessment, charge, levy, claim or obligation by proper proceedings, and may
permit the taxes, assessments, charges, levies, claims or obligations so
contested to remain unpaid during the period of such contest if: (a) such
Borrower Entity diligently prosecutes such contest in good faith and by
appropriate proceedings and for which Acceptable Reserves have been established;
(b) during the period of such contest, the enforcement of any contested item is
effectively stayed; and (c) the failure to pay or comply with the contested item
could not reasonably be expected to result in a Material Adverse Effect taking
into account the existence of such Acceptable Reserves.

               Section 5.13 Maintenance and Operation of Portfolio Assets;
Repair and Replacement of Portfolio Assets.

               (a) Operate and maintain the Portfolio Assets (other than
Phillips to the extent Phillips has not been put into service by the Borrower)
and conduct its business (i) in accordance with Prudent Industry Practice, (ii)
in accordance with all applicable material Requirements of Law, except where
being contested in good faith and by appropriate proceedings, and as to which
Acceptable Reserves have been established, or except where the failure to so
operate and maintain the Portfolio Assets could not reasonably be expected to
have a material adverse effect on any Portfolio Asset, and (iii) in accordance
with the terms of any insurance policy or policies in effect at any time with
respect to the Portfolio Assets or any part thereof; and

               (b) After the occurrence of a loss, damage, destruction or taking
of any part of the Portfolio Assets (other than Phillips to the extent Phillips
has not been put into service by the Borrower), proceed diligently with all work
necessary to replace and/or repair such loss, destruction or damage to the
extent required pursuant to the terms of the Financing Documents.

               Section 5.14 Real and Personal Property.

               (a) Except as permitted in Section 6.11, maintain good title to
or valid leasehold, easement or right-of-way interests in the material property,
assets or revenues on which it purports to own, lease or hold any such interest
in, free and clear of all Liens (except Permitted Liens), including the
possession of all material real estate interests and licenses, material
Intellectual Property and other material proprietary rights required for the
ownership, operation and maintenance of the Portfolio Assets, all to the extent
contemplated by the Transaction Documents and in accordance with Prudent
Industry Practice.

               (b) It is agreed by Borrower that the Harwick Mine Complex is not
intended to be included in the Portfolio Assets and that the Borrower shall not
hold title


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or other indicia of ownership to the Harwick Mine Complex at any time during the
term of this Agreement.

               Section 5.15 ERISA.

               (a) The Borrower shall deliver to the Administrative Agent, if
and when any Borrower Entity, the Operator or any ERISA Affiliate (i) gives or
is required to give notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan, other than a reportable event
for which 30-day notice to the PBGC has been waived by the PBGC, or knows that
the plan administrator of any Plan has given or is required to give notice of
any such reportable event, a copy of the notice of such reportable event given
or required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
such notice; (iv) applies for a waiver of the minimum funding standard under
Section 412 of the Code, a copy of such application; (v) gives notice of intent
to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and
other information filed with the PBGC; (vi) gives notice of withdrawal from any
Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to
make any payment or contribution to any Plan or Multiemployer Plan or in respect
of any Benefit Arrangement or makes any amendment to any Plan or Benefit
Arrangement which in either case would trigger the provisions of Section 412(n)
or 401(a)(29) of the Code (or any corresponding provisions of ERISA), a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth details as to such occurrence and action, if any,
which the Borrower or applicable ERISA Affiliate is required or proposes to
take.

               (b) Unless the Lead Arrangers provide their express, advance
written consent, none of the Borrower Entities and the Operator shall (i)
sponsor, maintain, contribute to or otherwise incur any obligation with respect
to any Plan or Multiemployer Plan that, as of the Restructuring Effective Date,
the Borrower or the Operator did not sponsor, maintain, contribute to or
otherwise have any obligation with respect to, or (ii) permit any interest in
the Operator to be sold or transferred, either directly or indirectly, to any
Person other than the Borrower or any ERISA Affiliate with respect to any Plan.

               Section 5.16 Interest Hedge Contracts.

               (a) Enter into Interest Hedge Contracts only with one or more of
the Lenders; provided, that, the Borrower shall not, at any time, enter into
Interest Hedge Contracts in respect of principal Obligations in excess of
$750,000,000. Except pursuant to and to the extent of, any prepayment of
outstanding Loans, the Borrower shall not terminate any Interest Hedge Contract
without the prior written consent of the Administrative Agent.


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<PAGE>

               (b) Within ten (10) Business Days of the occurrence of any Swap
Trigger Event during the period from the Restructuring Effective Date to the
date which is 24 months thereafter, the Borrower shall enter into (or shall have
in effect) one or more Interest Hedge Contracts with one or more Swap Banks in
respect of the aggregate principal amount of $300,000,000 (less the aggregate
principal amount of Obligations then subject to an Interest Hedge Contract) and
having an aggregate weighted average maturity of seven (7) years from the date
of delivery thereof.

               Section 5.17 Notices. Within ten (10) Business Days after a
Responsible Officer of any Borrower Entity obtains actual knowledge thereof,
give notice to the Lenders of:

               (a) any Default or Event of Default, together with a description
of any action being taken or proposed to be taken with respect thereto;

               (b) any action, suit, arbitration, litigation, investigation or
proceeding involving or affecting any Borrower Entity or any Portfolio Asset or
any Major Project Party which is an Affiliate involving $1,000,000 or more or
seeking any injunctive, declaratory or other equitable relief;

               (c) any action, suit, arbitration, litigation, investigation or
proceeding instituted for the purpose of revoking, terminating, suspending,
withdrawing, modifying or withholding any material Governmental Approval
necessary for any Borrower Entity or any other Major Project Party to perform
its obligations or exercise its rights under any Project Contract or for the
operation or maintenance of the Portfolio Assets in the manner contemplated by
the Transaction Documents;

               (d) proposed execution of any Additional Contract or Approved
Agreement (other than confirmations issued under Approved Master Agreements or
any other master agreements);

               (e) any casualty, loss or damage to any Portfolio Asset, whether
or not insured, involving a probable loss of $1,000,000 or more;

               (f) any termination, material default or event of default or
notice thereof under any Project Contract;

               (g) any change in the Responsible Officers of any Credit Party or
OPNY Credit Party, together with evidence of authority thereof and specimen
signature;

               (h) any fact, circumstance, condition or occurrence that is
reasonably likely to form the basis of a material Environmental Claim arising
with respect to the Portfolio Assets against any Borrower Entity or any pending
or threatened material Environmental Claim arising with respect to the Portfolio
Assets against any Borrower Entity, describing the same in reasonable detail
and, together with or as soon thereafter as is reasonably possible, a
description of the action that the applicable Borrower Entity has taken or
proposes to take with respect thereto and, thereafter, from time to time such


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detailed reports with respect thereto as the Administrative Agent or any Lender
(through the Administrative Agent) may reasonably request;

               (i) copies of all written communications with any Governmental
Authority relating to any material violation or alleged material violation of
any material Environmental Law or other Environmental Claim arising out of the
Portfolio Assets;

               (j) copies of all notices and other information that any Borrower
Entity receives from, or delivers to, any Governmental Authority that could
reasonably be expected to be materially adverse to the Portfolio Assets;

               (k) all material notices relating to the Insurance Policies;

               (l) any Emergency then requiring any payment of money or the
execution and delivery of any agreement and the amount of related spending
associated therewith; and

               (m) any other event or development that could reasonably be
expected to have a Material Adverse Effect.

               Section 5.18 Preservation of Security Interests; Further
Assurances.

               (a) Except with respect to dispositions of assets permitted under
Section 6.11 or as otherwise provided in any Security Document, preserve, or
cause to be preserved, the security interests granted under and pursuant to the
Security Documents and undertake all actions which are necessary or appropriate
in the reasonable judgment of the Administrative Agent to (i) maintain the
Secured Parties' security interest in the Collateral in full force and effect at
all times (including the priority thereof, other than with respect to vehicles
and boats or as to second liens in any of the Collateral for which possession or
exclusive control or any other action which would not be permitted pursuant to
any OPMW Primary Security Documents is required to perfect such second lien) and
(ii) preserve and protect the Collateral and protect and enforce each Borrower
Entity's rights and title and the rights of the Secured Parties to the
Collateral, including, without limitation, the making or delivery of all filings
and recordations, the payments of fees and other charges and the issuance of
supplemental documentation.

               (b) Upon notice from the Administrative Agent, take or cause to
be taken all action required or, in the reasonable opinion of the Administrative
Agent, which is desirable to maintain and preserve the Liens of the Security
Documents and execute or cause to be executed any and all further instruments
(including financing statements, continuation statements and similar statements
with respect to any of the Security Documents) requested by the Administrative
Agent for such purpose. Notwithstanding any provision of this Agreement or any
other Financing Document, each of the parties hereto hereby acknowledges and
agrees that (i) the Borrower Entities are in the process of obtaining each of
the consents identified in the attached Schedule 5.18 as a consent the Borrower
Entity is required to obtain, (ii) the Borrower Entities shall use diligent and
commercially reasonable efforts to obtain such consents, and (iii) no Borrower
Entity


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<PAGE>

shall be deemed to be in breach or violation of any provision of this Agreement
or any other Financing Document due to a failure to obtain any such consent
referenced in Schedule 5.18, including those consents that Borrower Entities are
in the process of obtaining, except as a result of the breach of such Borrower
Entity's obligations under the second sentence of this Section 5.18(b).

               (c) Any action under this Section 5.18, with respect to OPMW
Second Lien Documents, shall be subject to the terms of the Section entitled
"Subordination" contained in each OPMW Second Lien Document.

               Section 5.19 Use of Proceeds. Use all proceeds of Revolving Loans
solely in accordance with Section 2.02(d). Use any DLC Letter of Credit solely
in accordance with Section 2.16(k). Use any Operational Letter of Credit solely
in accordance with Section 2.17(k). Neither any part of the proceeds of any Loan
nor any Letter of Credit will be used by any Borrower Entity to purchase or
carry any Margin Stock or to extend credit to any other Person for the purpose
of purchasing or carrying any Margin Stock.

               Section 5.20 Extraordinary Proceeds. Promptly apply all payments
in respect of Extraordinary Proceeds or Insurance Proceeds received by, or for
the account of, any Borrower Entity in accordance with the terms of the Deposit
Account Agreement.

               Section 5.21 Environmental Compliance.

               (a) The Borrower Entities shall not use or Release, or permit the
use or Release of, Hazardous Materials at the site of any Portfolio Asset other
than in material compliance with all applicable Environmental Laws or except to
the extent that any such use or Release could not reasonably be expected to have
a material adverse effect on any Portfolio Asset; provided, that, the Borrower
Entities shall have the right to contest or engage in settlement negotiations
with respect to such Environmental Laws in accordance with Section 5.09.

               (b) The Borrower Entities shall conduct and complete any
investigation, study, sampling and testing and undertake any cleanup, removal,
remedial or other action necessary to remove and clean up all Hazardous
Materials Released at, on, in, under or from the Portfolio Assets, in accordance
with the requirements of all applicable Environmental Laws, except where the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect.

               (c) (i) The Borrower shall promptly implement and diligently
conduct and complete the tasks set forth in the Investigation Plan and shall
deliver the results thereof to the Administrative Agent. Within sixty (60) days
of completion of the tasks set forth in the Investigation Plan, the Borrower
shall deliver to the Administrative Agent a plan for the monitoring, clean up,
removal, remediation or corrective action of the Scheduled Pollution Conditions
(the "Remedial Action Plan"). The Borrower shall promptly implement and
diligently conduct and complete the tasks set forth in the Remedial Action Plan.
The Borrower shall provide the Administrative Agent a brief


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<PAGE>

written report documenting the progress of the implementation of the Remedial
Action Plan annually beginning after approval of the Remedial Action Plan. The
Borrower shall conduct all work in connection with the Investigation Plan the
Remedial Action Plan so as to qualify as Clean Up Costs and to otherwise be
credited toward the self insured retention under the Environmental Insurance
Policy.

                      (ii) The Borrower shall promptly provide the
Administrative Agent upon request with copies of any (a) reports of material
claims made to the insurer pursuant to the Environmental Insurance Policy or
claims or accountings made under the self-insured retention under the
Environmental Insurance Policy and (b) denials, partial denials or reservations
of rights in respect to any such material claims or accountings received from an
insurer. The Borrower shall report claims to the insurer pursuant to the
Environmental Insurance Policy for any Pollution Conditions which the Borrower
reasonably believes based upon reasonable assumptions will exceed $1,000,000 in
Clean-Up Costs; however, this covenant shall in no way prohibit the Borrower
from reporting claims pursuant to the Environmental Insurance Policy for amounts
below $1,000,000 in Clean-Up Costs. The Borrower shall make all claims or
accountings to the insurer under the Environmental Insurance Policy for all
Clean-Up Costs incurred in connection with the Investigation Plan or the
Remedial Action Plan. Such claims or accountings shall be made in accordance
with the terms of the Environmental Insurance Policy.

                      (iii) The Borrower shall ensure that the insurer adds any
off-site location for the disposal of hazardous waste from any of the Portfolio
Assets on the Non-Owned Covered Locations Schedule under the Environmental
Insurance Policy before disposing of any such hazardous waste or entering into
any contractual arrangement permitting any such disposal.

                      (iv) The Borrower shall ensure that a listing of
transporters and listing of material to be transported is delivered to the
insurer within the time period specified under the Environmental Insurance
Policy to maintain the "transported cargo" (as defined under the Environmental
Insurance Policy) coverage under the Environmental Insurance Policy and shall
only use such insured transporters for transporting of materials that could
reasonably result in Pollution Conditions.

               Section 5.22 Additional Contracts and Approved Agreements.

               (a) The Borrower Entities shall enter into Additional Contracts
only with the prior written consent of the Required Lenders, such consent not to
be unreasonably withheld, conditioned or delayed; provided that no such consent
shall be required to the extent such Additional Contracts were entered into in
response to an Emergency in accordance with Prudent Industry Practice; provided,
further, that this clause 5.22(a) shall not be construed to permit any Borrower
Entity to enter into an Additional Contract for a term longer than is reasonably
necessary to deal with such Emergency and in no event with a term in excess of
364 days without the consent of the Required Lenders, such consent not to be
unreasonably withheld, conditioned or delayed.


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<PAGE>

               (b) (i) If any Borrower Entity shall at any time enter into an
Additional Contract or Approved Agreement (other than confirmations under
Approved Master Agreements), the Borrower shall within ten (10) Business Days
after a Responsible Officer has actual knowledge of such execution provide a
copy of the same to the Administrative Agent and to the extent the
Administrative Agent so requests in writing to the Borrower, promptly execute,
deliver and record, or cause to be executed, delivered and recorded, a
supplement to the Security Documents, reasonably satisfactory in form and
substance to the Administrative Agent, subjecting such Additional Contract or
applicable Approved Agreement, as the case may be, to the Lien and security
interests created by the Security Documents, and shall ensure that the security
interest in such interest will be a valid and an effective interest on terms
comparable to the security interest of the Secured Parties in the Collateral.
(ii) If reasonably requested by the Lead Arrangers, each applicable Borrower
Entity shall use commercially reasonable efforts to obtain and deliver to the
Administrative Agent, a duly executed and delivered Additional Contract Consent
or Approved Agreement Consent in respect of each Approved Agreement (which is a
Project Contract) or Additional Contract, as applicable.

               (c) The Borrower shall enter into Approved Agreements as
contemplated by, and in accordance with, the then effective Operational Plans.
In addition, the Borrower may enter into and perform any Approved Agreement for
the sale or purchase of Energy-Related Products or fuel (including
transportation) having terms and conditions other than those set forth in
Schedule 5.29, provided, that each such Approved Agreement has been approved by
the Lead Arrangers, such approval not to be unreasonably withheld, conditioned
or delayed.

               Section 5.23 Other Information. Furnish to the Administrative
Agent:

               (a) on each anniversary of the Restructuring Effective Date, a
certificate from the Borrower's insurers or insurance agents (i) evidencing that
the insurance policies in place satisfy the requirements of this Agreement and
(ii) setting forth a summary of all losses in excess of $1,000,000 incurred with
respect to the Portfolio Assets in the preceding year;

               (b) as and when required by the Holdco Deposit Account Agreement,
a certificate signed by a Responsible Officer of the Borrower, setting forth the
Debt Service Coverage Ratio of the Borrower for the applicable period
immediately preceding such date of determination;

               (c) upon the request of the Administrative Agent within 10 days
of the end of each month, a monthly transaction summary of confirmations issued
under Approved Master Agreements; and

               (d) any such other information or data with respect to its
business or operations (including supporting information as to compliance with
this Agreement) as the Administrative Agent may reasonably request from time to
time.


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               Section 5.24 Fuel Procurement and O&M Arrangements.

               (a) (i) Deliver to the Lead Arrangers for their approval (such
approval not to be unreasonably withheld, delayed or conditioned) a Fuel Plan on
or prior to December 1 of each year, covering the period from January 1 through
the following December 31 (it being understood and agreed that the initial Fuel
Plan shall cover the period through December 31, 2003), satisfying the
requirements contained in the definition thereof; provided, that, with respect
to any Fuel Plan, if the Lead Arrangers fail to approve such Fuel Plan or
provide notice to the Borrower that they reject all or any portion of such Fuel
Plan, the Borrower and the Lead Arrangers (in consultation with the Independent
Engineer) agree to work in good faith to resolve such dispute.

                   (ii) The Borrower Entities shall conduct the procurement,
purchase and use of fuel and, to the extent covered by the Fuel Plan, the
operation of the Portfolio Assets in all material respects in accordance with
the most recently approved Fuel Plan.

               (b) (i) Deliver to the Lead Arrangers for their approval (such
approval not to be unreasonably withheld, delayed or conditioned) an O&M Plan on
or prior to December 1 of each year, covering the period from January 1 through
the following December 31 (it being understood and agreed that the initial O&M
Plan shall cover the period through December 31, 2003), satisfying the
requirements contained in the definition thereof; provided, that, with respect
to any O&M Plan, if the Lead Arrangers fail to approve such O&M Plan or provide
notice to the Borrower that they reject all or any portion of such O&M Plan, the
Borrower and the Lead Arrangers (in consultation with the Independent Engineer)
agree to work in good faith to resolve such dispute.

                   (ii) The Borrower Entities shall perform operation and
maintenance of the Portfolio Assets, or contract for the provision thereof as
permitted by this Agreement and related Financing Documents, in all material
respects in accordance with the most recently approved O&M Plan.

               Section 5.25 Power Marketing and Transmission Arrangements.

               (a) (i) The Borrower shall deliver to the Lead Arrangers for
their approval (such approval not to be unreasonably withheld, delayed or
conditioned) a Power Marketing Plan on or prior to December 1 of each year
covering the period from January 1 through the following December 31 (it being
understood and agreed that the initial Power Marketing Plan shall cover the
period through December 31, 2003), satisfying the requirements contained in the
definition thereof and containing at minimum, on a month by month basis the
projected Total Capacity and the projected Total Load Forecast, together with a
detailed discussion of how the Borrower anticipates meeting necessary
obligations to comply with Section 5.25(b) below for the period from January 1st
of such year until December 31st of the subsequent year; provided, that, with
respect to any Power Marketing Plan, if the Lead Arrangers fail to approve such
Power Marketing Plan or provide notice to the Borrower that they reject all or
any portion of such Power Marketing Plan, the Borrower and the Lead Arrangers
(in consultation with


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<PAGE>

the Power Market and Fuel Consultant and the Independent Engineer) agree to work
in good faith to resolve such dispute.

                      (ii) Without limiting the provisions of this Section 5.25,
the Borrower Entities (either themselves or through an Affiliate or agent) shall
conduct the marketing, sales and purchase of Energy-Related Products produced or
needed by the Portfolio Assets in all material respects in accordance with the
most recently approved Power Marketing Plan, Project Contracts, Approved
Agreements and Additional Contracts.

               (b) On the first (1st) Business Day of each calendar quarter
(each, a "Determination Date"), the Borrower shall cause Total Capacity to
exceed Total Load Forecast for the immediately following calendar quarter. In
this regard, on or prior to each Determination Date the Borrower shall provide
evidence reasonably satisfactory to the Lead Arrangers (in consultation with the
Power Market and Fuel Consultant) that such condition will be satisfied for the
immediately following three (3) month period beginning with such Determination
Date. At all times other than a Determination Date, the Borrower shall cause
Total Capacity to meet Total Load Forecast; provided, that, for purposes of this
sentence, clauses (x)(b) and (x)(c) of the definition of Total Capacity shall be
deemed to be zero. The Borrower Entities will not purchase from RES
Energy-Related Products in amounts in excess of those reasonably expected to be
necessary to satisfy the obligations of the Borrower Entities under this Section
5.25(b). If there is a forced outage at any of the Portfolio Assets or an
aggregate of forced outages that (i) is for at least 600 MW, and (ii) at the
time such forced outage occurs, the Borrower reasonably believes such forced
outage will last longer than fourteen (14) days, then the Borrower will, within
ten Business Days of the occurrence thereof, provide to the Lead Arrangers
notice thereof, including those actions the Borrower is taking to ensure that
(i) the forced outage is cured, and (ii) the Borrower remains in compliance with
the covenants set forth in Section 5.25(b).

               (c) The Borrower Entities shall maintain such access or other
rights to transmission capacity (including firm and/or non-firm and interstate
and/or non-interstate transmission capacity, as the case may be) as may be
required for the Borrower Entities to conduct successfully any marketing or sale
of Energy-Related Products produced by the Portfolio Assets, or the purchase of
any thereof, in accordance with any then current Power Marketing Plan and all
applicable Project Contracts, Additional Contracts and Approved Agreements.

               (d) On or prior to December 1 of each year (beginning on December
1, 2003), the Borrower shall deliver or cause to be delivered, an update to the
Power Market and Fuel Consultant's Report, substantially in the form delivered
on the Restructuring Effective Date.

               Section 5.26 [Intentionally Omitted.]

               Section 5.27 [Intentionally Omitted.]


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               Section 5.28 Air Emission Control and Allowance Purchase
Arrangements.

               (a) The Borrower shall deliver to the Lead Arrangers for their
approval, such approval not to be unreasonably withheld, conditioned or delayed,
an Air Emission Allowance Plan on or prior to the Restructuring Effective Date
and by December 1 of each year (beginning December 1, 2003), covering the period
from January 1 through the following December 31, satisfying the requirements
contained in the definition thereof and the requirements of this Section 5.28;
provided, that, if the Lead Arrangers fail to approve such Air Emission
Allowance Plan or provide notice to the Borrower that they reject all or any
portion of such Air Emission Allowance Plan, the Borrower and the Lead Arrangers
agree to work in good faith to resolve such dispute.

               (b) The Borrower covenants and agrees to acquire and maintain
Allowances sufficient to meet the Minimum Allowances Holding Requirements for
the Compliance Years, in the manner (i.e., either as Owned Allowances or
Contract Allowances), at the times and at the levels set forth on Part B of the
Schedule 5.28(b). Notwithstanding the foregoing sentence, the Minimum Allowances
Holding Requirements will be reduced by an amount equal to any reduction in
emissions as the result of air pollution control equipment, fuel modifications
or operational modifications, provided that an internal project work order has
been written (with a copy thereof having been provided to the Lead Arrangers)
and funding therefor is approved by Borrower and is contained in the Operating
Budget (or is or will be funded with Permitted Indebtedness and/or equity
contributions). A monthly report will be provided to the Lead Arrangers for all
planned control projects for which Minimum Allowances Holding Requirements have
been reduced pursuant to the immediately preceding sentence. The monthly report
will provide project progress for the prior month, cumulative project progress,
and comparison to the original project schedule. To the extent that the project
falls behind schedule for the expected initial operation date and the new
expected initial operation date would result, absent purchasing additional
Allowances, in the Borrower failing to comply with Schedule 5.28(b), the
Borrower will be required to purchase the projected shortfall of Allowances
within 60 days of the delivery of such monthly report. In connection with each
update of the Air Emission Allowance Plan delivered pursuant to Section 5.28(a)
above, the Borrower will deliver an updated Schedule 5.28(b) that is reasonably
satisfactory to the Lead Arrangers (such satisfaction not to be reasonably
withheld, conditioned or delayed) and that is prepared for future years (through
2007) consistent with the pattern of Owned and Contract Allowance acquisition
levels set forth on Schedule 5.28(b) as of the Restructuring Effective Date.

               (c) The Borrower shall provide documentation that demonstrates,
to the reasonable satisfaction of the Lead Arrangers (such satisfaction not to
be unreasonably withheld, conditioned or delayed), that the Borrower has
complied with its obligation to purchase, enter into agreements for purchase
and/or otherwise transfer Owned and Contract Allowances prior to the dates set
forth on Schedule 5.28(b). Contracts for or rights to Allowances must be subject
to first priority Liens in favor of the Administrative Agent, subject only to
Permitted Liens. The Borrower covenants and agrees not to use, sell, transfer or
diminish any Owned Allowances or Contract


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Allowances acquired or held (as of the Restructuring Effective Date or
thereafter) to meet the obligations of this Section 5.28 except that any
Borrower Entity may sell or transfer any Allowances so long as the Borrower
Entities are and will be, after giving effect to any such sale or transfer, in
compliance with their respective obligations under this Section 5.28 and the
then current Air Emission Allowance Plan. No approved form of agreement, nor any
Lender approval of any individual agreement, shall be required for any purchase
by Borrower of any Owned Allowances. Borrower may enter into any agreement for
the acquisition of Contract Allowances, if the term of such agreement exceeds
364 days, only with the approval of the Lead Arrangers. If the term of any
agreement for the acquisition of Contract Allowances does not exceed 364 days,
then Borrower may enter into any such agreement without any Lender approval of
such individual agreement, provided, that the Lead Arrangers have approved a
form of agreement for the acquisition of Contract Allowances and the individual
agreement proposed to be entered into by Borrower does not vary materially from
the terms and conditions of such approved form of agreement.

               (d) During any Compliance Year, the Borrower agrees to own and
hold Owned Allowances sufficient to cover (as required by any applicable
Emissions Regulatory Program) all of the actual emissions of all air pollutants
emitted by sources at any applicable Portfolio Asset during that Compliance
Year, within 30 days of any such actual emissions.

               (e) In the event that new or modified Emissions Regulatory
Programs are enacted or promulgated, the Borrower shall promptly submit for
approval by the Lead Arrangers (such approval not to be unreasonably withheld,
conditioned or delayed) a compliance plan to address those requirements that is
consistent with the approach taken in this Section 5.28 with respect to existing
Emissions Regulatory Program. Once so approved, such compliance plan shall be
made part of each Air Emission Allowance Plan required under this Section 5.28.
It is agreed and understood that any new or modified Emissions Regulatory
Program may require implementing regulations to be developed after promulgation
or enactment and that the Borrower's efforts promptly to develop a compliance
plan to address such programs promptly in the absence of any necessary final
implementing regulations shall be made on a commercially reasonable efforts
basis based upon the best available information.

               (f) Nothing in this Section alters or is intended to alter the
Borrower's obligations under Section 5.09, "Requirements of Law," with respect
to any air emission reduction program or requirement, including any such program
or requirement that does not qualify as an Emissions Regulatory Program.

               Section 5.29 Certain Operational Covenants. Comply with the
covenants set forth in Schedule 5.29 hereto, as such Schedule 5.29 may be
amended or modified from time to time with the consent of the Lead Arrangers,
such consent not to be unreasonably withheld, conditioned or delayed.

               Section 5.30 Required Principal Reduction. Pay or cause to be
paid Principal Payments which, together with all Principal Payments paid or
caused to be paid


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by OPNY under the OPNY Credit Agreement, are in an aggregate combined amount of
not less than (a) One Hundred Nine Million dollars ($109,000,000) on or prior to
December 31, 2003, (b) Two Hundred Thirty Four Million dollars ($234,000,000) on
or prior to December 31, 2004, and (c) Three Hundred Nine Million dollars
($309,000,000) on or prior to June 30, 2005; and, for the avoidance of doubt, in
determining compliance with this Section 5.30, if the aggregate amount of
Principal Payments made during any calendar year under this Agreement and the
OPNY Credit Agreement exceeds the minimum level of such aggregate Principal
Payments required to be made during such calendar year, such excess Principal
Payments shall constitute Principal Payments for purposes of compliance with the
minimum level of Principal Payments required during any subsequent calendar
years. It is understood and agreed that the principal reduction made as of the
Restructuring Effective Date in the amount of $6,200,000 in the aggregate,
hereunder and under the OPNY Credit Agreement, shall be considered a Principal
Payment for purposes of this Section 5.30. Any amendment or waiver of compliance
with this Section 5.30 shall require approval by Secured Parties hereunder and
under the OPNY Restated Credit Agreement holding 66-2/3% or more of the sum of
the Combined Exposure under this Agreement and the OPNY Combined Exposure.

                                   ARTICLE VI
                               NEGATIVE COVENANTS

               The Borrower covenants and agrees that, so long as this Agreement
is in effect and any Lenders shall have any Commitment outstanding hereunder,
and until the Notes, together with interest, and all other Obligations are
indefeasibly paid in full and all Letters of Credit have been cancelled or have
expired and all amounts drawn thereunder have been indefeasibly reimbursed in
full and the OPNY Obligations have been indefeasibly paid in full, the Borrower
shall not:

               Section 6.01 Limitation on Mergers. Merge or consolidate with or
into any other Person or liquidate, wind up, dissolve or otherwise transfer or
dispose of all or substantially all of its property, assets or business, acquire
all or substantially all of the assets of any Person or abandon the Portfolio
Assets except that nothing in this Agreement shall restrict mergers or
consolidations, liquidations, winding up, dissolutions, transfers or other
dispositions by one Subsidiary of the Borrower with or to another Subsidiary of
the Borrower or with or to the Borrower, so long as such merger, consolidation,
liquidation, winding up, dissolution, transfer or other disposition does not
have, in the reasonable judgment of the Lead Arrangers, any adverse effect on
the Liens granted under the Financing Documents or the Collateral secured
thereby.

               Section 6.02 Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, other than Permitted Indebtedness.

               Section 6.03 Limitation on Liens. Create or permit to exist any
Lien or encumbrance on any Portfolio Assets or any other assets of any Borrower
Entity, other than Permitted Liens.


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               Section 6.04 Nature of Business. Change its legal form or
Governing Documents (other than to (i) change its name, (ii) add, replace or
eliminate offices and/or officers, and/or (iii) add to, replace or reduce the
number of directors comprising the board so long as such addition, replacement
or reduction does not eliminate the independent director or modify the nature of
the independent director's powers in any way), change its fiscal year nor engage
in any business other than the acquisition, ownership, operation and financing
of the Portfolio Assets; provided, that the Governing Documents may be amended
as provided herein, or otherwise may be amended with the prior written approval
of the Lead Arrangers, such approval not to be unreasonably withheld. The
Borrower Entities shall not engage in the sale or trading of any fuel to the
extent such fuel is necessary for the operation of any Portfolio Assets
(including reasonable reserves as determined by Borrower in its reasonable
discretion in the exercise of Prudent Industry Practice); provided, that, any
sale or other transfer made in compliance with the covenants set forth in
Schedule 5.29 shall not be deemed to violate this Section 6.04.

               Section 6.05 Project Contracts; Waiver; Modification; Amendment.

               (a) Terminate, or agree to any termination of, any Transaction
Document to which it is a party (except with respect to Project Contracts
terminated by the applicable counterparty pursuant to the express terms thereof)
or any of its Governmental Approvals, unless with respect to Project Contracts
(i) such termination is pursuant to the Borrower's compliance with Section 5.05
hereof and such Project Contract is a Project Contract approved pursuant to
clause (v) of the definition thereof and such termination could not reasonably
be expected to have a material adverse effect on any Portfolio Asset, or (ii)
the Borrower first obtains the written consent of the Lead Arrangers (such
consent not to be unreasonably withheld, conditioned or delayed).

               (b) Except as set forth in Section 6.04, amend or modify, or
consent or agree to any such amendment or modification of, or waive timely
performance by any Person of, any of the material obligations under or in
respect of, any Project Contract (other than amendments to the POLR I Agreement
and the POLR II Agreement pursuant to that certain Amended and Restated POLR II
Agreement, dated as of December 7, 2000 (the "Amended POLR II Agreement"),
between Duquesne Light Company and the Borrower and any changes, amendments or
modifications to the Amended POLR II Agreement (in each case, taken as a whole)
which are not adverse to the interests, taken as a whole, of the Borrower or the
Lenders, as reasonably determined by the Lead Arrangers) or Operational Plan to
which it is a party or any material Governmental Approval, unless the Borrower
first obtains the consent of the Lead Arrangers, which consent will not be
unreasonably withheld, delayed or conditioned, upon demonstration to the
reasonable satisfaction of the Lead Arrangers (in consultation with the
Independent Engineer or Power Market and Fuel Consultant, as applicable) that
the proposed action could not reasonably be expected to have a Material Adverse
Effect; provided, that, without the prior written consent of the Lead Arrangers
(i) the Borrower may not amend or modify Sections 1.07, 1.09, 2.02(b), 2.05,
Article V(b) or Article VI of its Partnership Agreement, (ii) Twelvepole may not
amend Article 2 or 5 or Sections 3.3, 3.5 or 3.6, of its limited liability
company agreement, and (iii) the General Partner may not amend or


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modify Articles II, IV, V or VI of its Governing Documents. Upon granting any
such consent by the Lead Arrangers with respect to a Project Contract, the
Administrative Agent shall forthwith grant consent to such amendment or
modification required under any Consent applicable to any such Project Contract,
such consent not to be unreasonably withheld, conditioned or delayed.

               (c) Assign, sell, convey or otherwise transfer any of its
obligations under the POLR Agreement, the POLR II Agreement or any agreement in
replacement thereof, without the prior written consent of the Required Lenders
(which consent shall not be unreasonably withheld, conditioned or delayed).

               Section 6.06 Partnerships; Subsidiaries. Become a general or
limited partner in any partnership or a joint venturer in any joint venture,
acquire any ownership interest in any other Person or enter into any
profit-sharing or royalty agreement or other similar arrangement whereby the
Borrower Entity's income or profits are, or might be, shared with any other
Person, or enter into any management contract or similar arrangement whereby its
business or operations are managed by any other Person (other than the O&M
Agreement or as contemplated in any Operational Plan and/or, with respect to the
management of Twelvepole, as provided in Section 6.09) or form any Subsidiary
(other than those validly existing on the Restructuring Effective Date).

               Section 6.07 Loans, Advances or Investments

               (a) Make or permit to remain outstanding any loans, extensions of
credit or advances to or investments in (whether by acquisitions of any stocks,
notes or other securities or obligations) any Person, except Permitted
Investments or as expressly contemplated by this Agreement.

               (b) Prepay Operating Costs other than in circumstances where a
prepayment of such Operating Cost is made in amounts required to continue
operations of the Borrower Entities in the ordinary course of business or if the
failure to so prepay would reasonably be expected to result in the loss or
breach of the applicable contract or agreement (or the ability to timely obtain
the goods and services thereunder) or would reasonably be expected to result in
any material increase in the cost for replacement goods or services; provided,
that, any such prepayment shall be consistent with Prudent Industry Practices;
and provided, further, that no prepayments shall be made (i) to any Affiliate,
or (ii) when the aggregate amount of any such prepayment, when added (without
duplication) to the aggregate amount of all other prepayments then made under
this Section 6.07(b) for which goods or services have not been delivered or
received, all amounts of Cash Collateral then outstanding under Section 6.07(c)
below, all prepayments then made pursuant to Section 6.07(b) of the OPNY Credit
Agreement for which goods or services have not been delivered or received, and
all amounts of Cash Collateral then outstanding under Section 6.07(c) of the
OPNY Credit Agreement, would exceed $50,000,000.

               (c) Use Revenues or proceeds of any Revolving Loan as Cash
Collateral other than in circumstances where cash collateralization of any
applicable


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Contractual Obligation is made in amounts reasonably necessary to adequately
mitigate the applicable counterparties' exposure to a Borrower Entity under the
applicable contract, agreement or undertaking, and the failure to cash
collateralize would reasonably be expected to result in the loss or breach of
the applicable contract or agreement (or the ability to timely obtain the goods
and services thereunder) or any material increase in the cost for replacement
goods or services; provided, that, any such cash collateralization shall be
consistent with Prudent Industry Practices; and provided, further, that, no Cash
Collateral shall be provided (i) to any Affiliate, or (ii) when the aggregate
amount of any such Cash Collateral, when added (without duplication) to the
aggregate amount of all other Cash Collateral then outstanding under this
Section 6.07(c), all prepayments then made under Section 6.07(b) and for which
the applicable good or service has not been delivered or received, all
prepayments then made pursuant to Section 6.07(b) of the OPNY Credit Agreement
for which goods or services have not been delivered or received, and all amounts
of Cash Collateral then outstanding under Section 6.07(c) of the OPNY Credit
Agreement, would exceed $50,000,000.

               (d) If any Borrower Entity enters into any contract or agreement
providing any prepayments or cash collateral to a third party for the purchase
of any goods or materials and such Borrower Entity subsequently enters into a
separate contract with respect to those same goods or materials with any
Affiliate of such Borrower Entity, then the contract with such Affiliate shall
be on substantially the same terms and conditions as the third party contract,
unless such terms and conditions would violate or breach Section 6.09 hereof or
any similar contractual provision contained in any contract to which such
Affiliate is a party, in which case such terms and conditions will be modified
to the extent required to comply with Section 6.09 and any similar contract
provisions. No Borrower Entity shall enter into any contract or agreement for
the purchase of any goods or materials (including the provision of prepayments
or cash collateral) in consideration for any concession or improved terms or
conditions (including collateral requirements or pricing) in any separate
contract or agreement with any Affiliate of such Borrower Entity.

               Section 6.08 Limitation on Capital Expenditures. Make any Capital
Expenditure other than such Capital Expenditures that are (a) contemplated by
the annual Operating Budget in effect for such fiscal year (as administered
pursuant to Section 5.11),(b) Environmental Cap Ex, (c) provided no Event of
Default has occurred and is continuing, determined in writing by the
Administrative Agent (after consultation with the Independent Engineer) to be
required by applicable Requirements of Law or to be reasonable and necessary and
to arise from circumstances which could not reasonably have been anticipated,
which determination will not be unreasonably withheld, conditioned or delayed,
or (d) subject to Section 5.1(h) of the Deposit Account Agreement, required as a
result of an Emergency.

               Section 6.09 Affiliate Transactions. Except as expressly set
forth in Schedule 4.22 hereto, directly or indirectly enter into any transaction
with an Affiliate other than in the ordinary course of business and on an
arm's-length basis. Unless otherwise approved by the Lead Arrangers, directly or
indirectly enter into any


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transactions with any Person (other than any Affiliate) other than in the
ordinary course of business and on an arm's-length basis.

               Section 6.10 Distributions. Declare or pay any Distributions in
respect of any Person's ownership interest in any Borrower Entity other than
Permitted Distributions.

               Section 6.11 Limitation on Disposition of Assets. Except in
connection with any transaction permitted by Section 6.01 or in connection with
any Permitted Lien, convey, sell, lease, assign, transfer or otherwise dispose
of any of its assets (including equipment, inventory and other physical assets
of similar nature), other than (a) Energy-Related Products, steam, emissions
credits, ash and other coal process by-products, scrap metal and other scrap
materials, and excess fuel conveyed, sold, leased, assigned, transferred or
otherwise disposed of in the ordinary course of any Borrower Entity's business,
(b) such assets that are replaced within 120 days by other assets of like
utility in any Borrower Entity's business; provided, that, this clause (b) above
shall not permit any sale of assets for an aggregate sales price in excess of
$10,000,000 in any calendar year during the term hereof, (c) obsolete or surplus
assets or assets not required in connection with the operation of the Portfolio
Assets and (d) assets that do not have, in any single transaction or related
series of transactions, an aggregate sales price in excess of $25,000,000;
provided, however, the Lead Arrangers may waive the limitation set forth in this
clause (d) in connection with any conveyance, sale, lease assignment, transfer
or disposition of assets in any single transaction or series of related
transactions with aggregate proceeds in excess of $25,000,000 so long as the
proceeds thereof are applied to the prepayment of Acquisition Loans. All
proceeds of any disposition of such assets pursuant to clauses (a) and (b) above
shall be deposited into the Revenue Account for application therefrom in
accordance with the Deposit Account Agreement. All proceeds of any disposition
of such assets pursuant to clauses (c) and (d) above shall be applied to the
prepayment of Loans to the extent required under Section 2.07(a) and shall be
deposited into the Extraordinary Proceeds Account pursuant to the Deposit
Account Agreement. Notwithstanding the foregoing, Twelvepole shall be permitted
(i) to transfer transmission assets back to American Electric Power Service
Corporation in accordance with the Ceredo Interconnection and Operation
Agreement and (ii) to transfer interests in Ceredo to the County Commission of
Wayne County, West Virginia, in accordance with the terms and provisions of the
Ceredo Lease Agreement as in effect on the Ceredo Effective Date, without waiver
of any condition precedent to the obligations of Twelvepole thereunder (except
as may be approved by the Lead Arrangers); provided that, contemporaneously with
any such transfer to the County Commission of Wayne County, West Virginia, the
Borrower shall deliver to the Administrative Agent (to be held as Collateral for
the benefit of the Secured Parties, in accordance with the Security Documents)
all bonds issued under the Ceredo Bond Indenture and delivered in connection
therewith, accompanied by undated assignments executed in blank. So long as no
Default (except to the extent waived by the Lead Arrangers for the purposes of
this sentence) or Event of Default (except to the extent waived by the Lead
Arrangers for the purposes of this sentence) shall have occurred and be
continuing, the Lenders agree, and authorize the Administrative Agent acting on
their behalf, in connection with any such transfer of interests in Ceredo in
accordance with the Ceredo Lease Agreement, to release


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the lien of the Twelvepole Mortgage in respect of such interests, subject to
receipt by the Administrative Agent of evidence, in form and substance
reasonably satisfactory to the Administrative Agent (which may involve the
issuance or verification of a mortgagee's policy of title insurance and/or
opinions of counsel), of the creation or reservation of a first priority
perfected lien and security interest on and in Twelvepole's leasehold interest
under the Ceredo Lease Agreement in the property so transferred.

               Section 6.12 Operating Budget. Amend, adjust, modify or
re-allocate any portion of the Operating Budget except as specifically permitted
in Section 5.11.

               Section 6.13 [Intentionally Omitted.]

               Section 6.14 Environmental Insurance. Add any properties not
included within the Portfolio Assets (with the exception of the Harwick Mine
Complex which may be added) to the insured properties under the Environmental
Insurance Policy or any matters to the Environmental Insurance Policy which are
not identified as covered locations under the Environmental Insurance Policy
without the prior written consent of the Administrative Agent, which consent
shall not be unreasonably withheld, conditioned or delayed; provided, that, the
Borrower delivers to the Administrative Agent all reasonably requested
information regarding (1) pollution conditions or potential for pollution
conditions on the new properties or pertaining to the matters relating to
Environmental Insurance Policy and (2) the effects on the protections afforded
to the Portfolio Assets by adding such new properties to the Environmental
Insurance Policy or matters relating to the Environmental Insurance Policy.

               Section 6.15 Ash Disposal. Dispose of, or arrange for the
disposal of, any coal combustion waste or untreated ash leachate (i) in any
location that does not comply with the rules, regulations and applicable
standards (including any permitted variances) of the states of Ohio and
Pennsylvania as applicable based upon the location of the facility or (ii) into
the Harwick Mine Complex except pursuant to the Harwick Ash Contract. This
prohibition on disposal does not include any disposal of coal combustion wastes
in a mine shaft or other unlined underground borehole if such disposal would
otherwise comply with applicable Environmental Laws.

               Section 6.16 Speculative Trading. Engage in any speculative
trading activities.

                                   ARTICLE VII
                                EVENTS OF DEFAULT

               If any of the following specified events (each an "Event of
Default") shall occur and be continuing:

               Section 7.01 Payments.

               (a) The Borrower shall fail to pay in accordance with the terms
hereof (including, without limitation, by mandatory prepayment or acceleration)
(i) any principal of any Loan or reimbursement obligation in respect of any
Letter of Credit when due; (ii)


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any scheduled or periodic payment of interest or any other scheduled or periodic
amount (including Fees) payable by the Borrower on demand hereunder or under the
other Financing Documents, within three (3) Business Days after any such amount
becomes due in accordance with the terms hereof or of any other Financing
Document or (iii) any other payment, including non-scheduled and non-periodic
payments of the Borrower, and such failure shall continue for ten (10) Business
Days after written notice thereof to the Borrower;

               (b) except as set forth in Sections 7.02(a)(ii) and 7.02(a)(iii),
any Credit Party or OPNY Credit Party (other than the Borrower) shall fail to
pay any amount when due under any Financing Document to which such Credit Party
or OPNY Credit Party, as the case may be, is a party in accordance with the
terms thereof and such failure shall continue for ten (10) Business Days after
written notice thereof to such Credit Party or OPNY Credit Party, as the case
may be; or

               (c) any Borrower Entity shall fail to deposit, in accordance with
the terms hereof or any other Financing Document, the amounts required to be
deposited into the Accounts as and when required by the terms hereof or any
other Financing Document and such failure shall not be remedied within five (5)
Business Days after such Borrower Entity shall have received such amount;

               Section 7.02 Covenants.

               (a) (i) The Borrower shall fail to observe or perform any
covenant or agreement contained in Section 5.01(i), 5.01(ii), 5.06, 5.17,
5.22(a), 5.22(b)(i) or 5.30 hereof or in Article VI hereof (other than Sections
6.08 and 6.12); (ii) the Borrower shall fail to observe or perform any covenant
or agreement contained in any of the FE Interconnection Agreements or any of the
FE Easement and Attachment Agreements, and such failure shall remain unremedied
for one half (1/2) the number of days provided for cure or grace in any such
document; (iii) Twelvepole shall fail to observe or perform any covenant or
agreement contained in Section 7.01(a), 7.01(b), 7.06, 7.16, 7.22(a), 7.22(b)(i)
or Section 8 (other than Sections 8.08 and 8.12 thereof) of the Twelvepole
Guarantee; (iv) Holdco shall fail to observe or perform any covenant or
agreement contained in Section 11(b), 11(d), 11(i), 11(j), 11(l) or 11(p) of
either Holdco Pledge Agreement or Section 7 of the Holdco Guarantee; (v) General
Partner shall fail to observe or perform any covenant or agreement contained in
Sections 12(b), 12(d) or 12(i) of the GP Partnership Interest Pledge Agreement
or Sections 12(b), 12(d) or 12(i) of the GP Second Lien Partnership Interest
Pledge Agreement; or (vi) Limited Partner shall fail to observe or perform any
covenant or agreement contained in Section 7 of the LP Guarantee or Section
12(b), 12(d) or 12(i) of the LP Partnership Interest Pledge Agreement or Section
12(b) or 12(d) of the LP Second Lien Partnership Interest Pledge Agreement;

               (b) The Borrower shall fail to observe or perform any covenant or
agreement contained in Section 5.24(a)(i), Section 5.24(b)(i), Section
5.25(a)(i) or Section 5.28(a) and such failure shall remain unremedied for
thirty (30) days after written


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notice thereof shall have been given to the Borrower by any Lender or the
Administrative Agent;

               (c) Subject to Section 7.02(e), any Credit Party or OPNY Credit
Party shall fail to observe or perform any covenant or agreement contained in
any Financing Document to which it is a party, other than those referred to in
Sections 7.01, 7.02(a), and 7.02(b), and if capable of being remedied, such
failure shall remain unremedied and material for thirty (30) days after the
earlier of (i) such Credit Party's or OPNY Credit Party's, as applicable,
obtaining actual knowledge thereof or (ii) written notice thereof shall have
been given to such Credit Party, or OPNY Credit Party, as applicable, by any
Lender or the Administrative Agent; provided, that, such Credit Party or OPNY
Credit Party, as applicable, shall have such longer period of time (up to a
maximum of an additional 120 days) which may be necessary to remedy such
failure, so long as, (x) such Credit Party or OPNY Credit Party, as applicable,
commences such remedy within such thirty (30) day period, (y) such Credit Party
or OPNY Credit Party, as applicable, is diligently pursuing such remedy and (z)
such Default has not had, and could not reasonably be expected to have, a
Material Adverse Effect;

               (d) Any other Major Project Party shall fail to observe or
perform any material covenant or material agreement contained in any Project
Contract to which such Major Project Party is a party, and (i) such failure
could reasonably be expected to have a Material Adverse Effect and (ii) if
capable of being remedied, such failure shall remain unremedied and material
beyond the applicable grace period provided therefor in such Project Contract or
if no grace period is provided therefor, for a period of 120 days after written
notice thereof; provided, however, that it shall not be an Event of Default
under this Section 7.02(d) if, prior to the date such cure period specified
above expires, such Project Contract shall be replaced by an agreement in form
and substance and with a party reasonably satisfactory to the Lead Arrangers;

               (e) Notwithstanding anything to the contrary contained in this
Agreement or in any other Financing Document, in no event shall the breach by
any Borrower Entity of any of the covenants contained in Section 5.11, Section
5.24(a)(ii), Section 5.24(b)(ii), Section 5.25(a)(ii), Section 6.08 or Section
6.12 hereof, or Sections 7.11, 8.08 or 8.12 of the Twelvepole Guarantee or the
breach by any Borrower Entity of any other covenant or agreement in any other
Financing Document which is substantially similar to any of the sections of the
Financing Documents referenced above in this Section 7.02(e), constitute a
Default or Event of Default, and the sole remedy for any such breach available
to any of the Lenders shall be as expressly set forth in the Holdco Deposit
Account Agreement;

               Section 7.03 Representations. Any representation or warranty made
by any Credit Party or OPNY Credit Party in any Financing Document, or any
representation, warranty or statement in any certificate, financial statement or
other document furnished to any Lender by or on behalf of any Credit Party or
OPNY Credit Party under any Financing Document, shall prove to have been false
or misleading in any material respect as of the time made, confirmed or
furnished and such Credit Party or OPNY Credit Party, as applicable, shall fail
to correct such representation or warranty or


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<PAGE>

any material adverse effect therefrom within 30 days after written notice
thereof to the Borrower;

               Section 7.04 Defaults Of Other Indebtedness.

               (a) Any Borrower Entity shall fail to observe or perform any
covenant or agreement contained in any material agreement or instrument relating
to any of its Indebtedness in excess of $1,000,000 within any applicable grace
period, or any other event shall occur, if the effect of such failure or other
event is to accelerate the maturity of such Indebtedness or cause the holder of
such Indebtedness to take steps to accelerate such Indebtedness; or any such
Indebtedness shall be required to be prepaid (other than by a regularly
scheduled required prepayment or a refinancing thereof) in whole or in part
prior to its stated maturity, (b) an Event of Default shall occur under the OPNY
Restated Credit Agreement or (c) the Sponsor shall fail to observe or perform
any covenant or agreement contained in any agreement or instrument relating to
any of its Indebtedness in excess of $25,000,000 within any applicable grace
period, or any other event shall occur, if the effect of such failure or other
event is to accelerate the maturity of such Indebtedness or cause the holder of
such Indebtedness to take steps to accelerate such Indebtedness; or any such
Indebtedness shall be required to be prepaid (other than by a regularly
scheduled required prepayment or a refinancing thereof) in whole or in part
prior to its stated maturity;

               Section 7.05 Security Documents. Any of the Security Documents
shall, after the execution and delivery thereof, cease to be in full force and
effect, or shall cease to give the Administrative Agent (for the benefit of the
Secured Parties) the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a security interest in, and Lien
on, any material portion of Collateral covered thereby which, except as provided
in such Security Document, is superior to and prior to the rights of all other
Persons, other than with respect to vehicles and boats), in favor of the
Administrative Agent (for the benefit of the Secured Parties) subject to no
other Liens other than Permitted Liens;

               Section 7.06 Transaction Documents. Any (i) Financing Document
(other than the Intercreditor Agreement) or any material provision contained in
any thereof, or (ii) Project Contract to which a Major Project Party is a party
or the termination of which could reasonably be expected to result in a material
adverse effect on any Portfolio Asset, or any material provision contained in
any thereof, shall become invalid, illegal or unenforceable or shall cease, for
any reason not permitted hereby, to be in full force and effect prior to its
stated termination date (except as with respect to any Project Contract
terminated by the counterparty pursuant to the terms thereof), or any party
thereto asserts the same in writing, unless such Transaction Document or
provision, as the case may be, is either (x) replaced within 120 days of such
cessation by an agreement in form and substance and with a party reasonably
satisfactory to the Lead Arrangers or (y) during such 120 day period alternative
arrangements reasonably satisfactory to the Lead Arrangers shall have been made;
provided, that, with respect to a New Coal Contract, such 120 day period for
replacement or alternative arrangements may be extended for an additional 60 day
period with the consent of the Lead Arrangers,



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which consent will not be unreasonably conditioned, delayed or withheld if the
Borrower is diligently proceeding and making reasonable progress obtaining such
replacement agreement or alternative agreements;

               Section 7.07 Bankruptcy. Any Credit Party, OPNY Credit Party or
Major Project Party shall commence a voluntary case or proceeding concerning
itself under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors; or such an involuntary case or proceeding is commenced against any
Credit Party, OPNY Credit Party or Major Project Party and the petition is not
dismissed within 60 days after commencement of the case; or a custodian,
receiver, trustee, conservator or other similar official is appointed for, or
takes charge of, all or any substantial part of the property of any Credit
Party, OPNY Credit Party or Major Project Party and such official is not
dismissed or removed within 60 days after such appointment; or any Credit Party,
OPNY Credit Party or Major Project Party commences any other proceeding under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to such Credit Party, OPNY Credit
Party or Major Project Party, or there is commenced against any Credit Party,
OPNY Credit Party or Major Project Party any such proceeding which remains
undismissed for a period of 60 days; or any Credit Party, OPNY Credit Party or
Major Project Party is adjudicated insolvent or bankrupt; or any order of relief
or other order approving any such case or proceeding is entered and is
undischarged and unstayed for a period of 60 days; or any Credit Party, OPNY
Credit Party or Major Project Party suffers any appointment of any custodian or
the like for it or any substantial part of its property to continue undischarged
and unstayed for a period of 60 days; or any Credit Party, OPNY Credit Party or
Major Project Party makes a general assignment for the benefit of creditors; or
any Credit Party, OPNY Credit Party or Major Project Party shall fail to pay, or
shall state that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; or any Credit Party, OPNY Credit Party or Major
Project Party shall call a meeting of its creditors with a view to arranging a
composition or adjustment of its debts; or any Credit Party, OPNY Credit Party
or Major Project Party shall by any act or failure to act indicate its consent
to, approval of or acquiescence in any of the foregoing; or any corporate action
is taken by any Credit Party, OPNY Credit Party or Major Project Party for the
purpose of effecting any of the foregoing; provided, that, the foregoing, as it
relates to any Major Project Party, shall not constitute an Event of Default if
the Borrower obtains, within 60 days after expiration of such 60 day period, a
replacement Person reasonably satisfactory to the Lead Arrangers to perform the
obligations of the affected Major Project Party on terms and conditions
reasonably satisfactory to the Lead Arrangers;

               Section 7.08 Governmental Approvals. (a) Any material
Governmental Approval required by any Borrower Entity shall not be obtained,
shall be revoked or cancelled or materially and adversely modified, which
failure to obtain, modification, revocation or cancellation (i) could reasonably
be expected to have a Material Adverse Effect and (ii) is not promptly stayed
upon appeal or other legal challenge instituted by or on behalf of such Borrower
Entity by any Governmental Authority having jurisdiction; or (b) any notice of
violation is issued under any material Governmental Approval or any


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proceeding is commenced by any Governmental Authority for the purpose of
modifying in any materially adverse manner, revoking or canceling any such
Governmental Approval and any such event or condition described in this clause
(b) shall have a material adverse effect on any Portfolio Asset and shall
continue for a period of one hundred fifty (150) days without a variance or
similar relief being granted with respect thereto; provided, that,
notwithstanding the foregoing, it shall be an Event of Default (with no cure
period except as provided in the following proviso) if any event or condition
described in this clause (b) occurs and any Governmental Authority commences any
enforcement action with respect thereto which has or could reasonably be
expected to have a Material Adverse Effect; provided further, that if no
Material Adverse Effect has in fact occurred and, within forty-five (45) days
after the commencement of any such enforcement action, such enforcement action
is stayed or otherwise resolved in a manner reasonably satisfactory to the Lead
Arrangers, then the Borrower shall be entitled to the full cure period specified
above with respect to the occurrence of any such event or condition described in
this clause (b);

               Section 7.09 Ownership. (a) (a) The failure of the Sponsor to
own, directly or indirectly, one hundred percent (100%) of the outstanding
Capital Stock of Holdco, the Partners, the Borrower, and all of their respective
Subsidiaries, (b) the failure of Holdco to own, directly or indirectly, one
hundred percent (100%) of the outstanding Capital Stock of the Partners, the
Borrower and all of their respective Subsidiaries or (c) the failure of Reliant
to own, directly or indirectly, one hundred percent (100%) of the outstanding
Capital Stock of the Sponsor, Holdco, the Partners, the Borrower and all of
their respective Subsidiaries;

               Section 7.10 Judgment. A judgment shall be entered (i) for the
payment of money (a) in excess of $1,000,000 against any Borrower Entity or any
Partner, or (b) in excess of $10,000,000 against the Sponsor and such judgment
or order (in the case of a money judgment) shall continue unsatisfied and in
effect, or such party shall fail to provide Acceptable Reserves for the
satisfaction thereof, for a period of 60 days during which execution shall not
be effectively stayed or deferred (whether by action of a court, by agreement or
otherwise); (ii) which could reasonably be expected to cause a Material Adverse
Effect; or (iii) in the form of an injunction or similar form of relief
requiring suspension of operations of any Portfolio Asset (other than Phillips
to the extent not put into service by the Borrower on the grounds of violation
of an Environmental Law or other Requirement of Law and failure of the Borrower
to have such injunction or similar form of relief stayed or discharged within 90
days;

               Section 7.11 Destruction of Portfolio Assets. Any of the
Portfolio Assets (other than Phillips to the extent not put into service by the
Borrower) shall suffer a substantial casualty, or be destroyed, irreparably
damaged, or requisitioned or taken by condemnation and such casualty,
destruction, damage, requisition or taking could reasonably be expected to have
a Material Adverse Effect, after taking into account application of all
Extraordinary Proceeds relating thereto;

               Section 7.12 ERISA. Any Borrower Entity, the Operator or any
ERISA Affiliate shall fail to pay when due an amount or amounts aggregating in
excess of


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$10,000,000 which it shall have become liable to pay under Title IV of ERISA; or
notice of intent to terminate a Material Plan shall be filed under Title IV of
ERISA by any Borrower Entity or any ERISA Affiliate, any plan administrator or
any combination of the foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate, to impose liability other than for premiums
under Section 4007 of ERISA in respect of, or to cause a trustee to be appointed
to administer any Material Plan; or a condition shall exist by reason of which
the PBGC would be entitled to obtain a decree adjudicating that any Material
Plan must be terminated; or there shall occur a complete or partial withdrawal
from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with
respect to, one or more Multiemployer Plans which could cause any Borrower
Entity or one or more ERISA Affiliates to incur a current payment obligation in
excess of $10,000,000;

               Section 7.13 Regulatory Status. Any Borrower Entity or the
Operator of the Portfolio Assets shall fail at any time to be an "exempt
wholesale generator" under Section 32 of PUHCA;

               Section 7.14 Negative Pledge. Any Person pledging an interest
pursuant to any Partnership Interest Pledge Agreement or Stock Pledge Agreement,
as the case may be, shall, or shall agree to, create, incur, assume or suffer to
exist any Lien upon, or with respect to, such pledged interest other than
Permitted Liens;

               Section 7.15 Abandonment. Any Borrower Entity shall have
voluntarily abandoned any Portfolio Asset (other than Phillips to the extent not
put into service by the Borrower) for a non-temporary period other than pursuant
to a Requirement of Law (it being understood, without limitation, that any such
cessation of operations due to the market price of power and the marginal cost
of operating a Portfolio Asset does not, in and of itself, constitute
abandonment), however, for the avoidance of doubt, during any such cessation of
operations of any Portfolio Asset, such Portfolio Asset shall remain in good
working order, ordinary wear and tear excepted, and be capable of restarting
without material cost; or

               Section 7.16 Sponsor Indebtedness. The Sponsor shall incur
Indebtedness (or any amendment, modification, restructuring, replacement or
refinancing thereof) for borrowed money (or issue any guarantee or surety of any
Indebtedness for borrowed money) (other than the Sponsor High Yield Debt (as in
effect on the Restructuring Effective Date)) that (i) has a maturity date of
less than 37 months, (ii) the terms and provisions of which, as reasonably
determined by the Lead Arrangers, limit or restrict the Lenders in exercising
their rights and remedies hereunder and under the other Financing Documents, in
any way that is more limiting or restricting than the provisions of the Sponsor
High Yield Debt (as in effect on the Restructuring Effective Date), (iii) is not
expressly subordinated to the Obligations on terms reasonably acceptable to the
Lead Arrangers; or (iv) the net proceeds of which are not deposited into the
Voluntary Prepayment Account (as defined in the Holdco Deposit Account
Agreement) for application therefrom in accordance with the Holdco Deposit
Account Agreement;


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then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent may, and upon the written,
telecopied or telex request of the Required Lenders, shall, by written notice to
the Credit Parties (a "Remedy Notice"), take any or all of the following
actions, without prejudice to the rights of the Administrative Agent, any
Secured Party or the holder of any Note to enforce its claims against the
Borrower: (i) declare the Commitments terminated, whereupon the Commitments of
each Lender shall terminate immediately and any accrued but unpaid Commitment
Fee shall forthwith become due and payable without any action of any kind; or
(ii) declare the principal of and any accrued interest on the Loans, and all
other Obligations, to be, whereupon the same shall become, forthwith due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived; provided that, if any Event of Default specified in
Section 7.07 shall occur, the result which would occur upon the giving of a
Remedy Notice by the Administrative Agent, as specified in clauses (i) and (ii)
above, shall occur automatically without the giving of any such Notice. Except
as expressly provided in the immediately preceding sentence, neither the
Administrative Agent nor any Secured Party shall otherwise be precluded from
pursuing any other right or remedy then available to them against the Borrower,
any other Credit Party or any OPNY Credit Party pursuant to the Financing
Documents. Upon the exercise of any of the foregoing remedies, any excess
remaining after payments to each Secured Party of any and all amounts sufficient
to compensate such Secured Party for all amounts owing and all costs incurred
under any Financing Document, shall be remitted by the Administrative Agent to
the Borrower. It is understood and agreed that a distribution by Holdco in
breach or violation of the terms of the Holdco Deposit Account Agreement shall
constitute a violation of this Credit Agreement.

                                  ARTICLE VIII
                   THE AGENTS, LEAD ARRANGERS AND ISSUING BANK

               Section 8.01 Appointment of Agents, Powers and Immunities. Each
Secured Party hereby irrevocably appoints and authorizes each of the Agents and
the Issuing Bank to act as its Agent, the Lead Arrangers and the Issuing Bank
hereunder and under the other Transaction Documents with such powers as are
expressly delegated to such Agent, the Lead Arrangers and the Issuing Bank by
the terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Neither the Agents nor the Lead Arrangers shall have any
duties or responsibilities except those expressly set forth in this Agreement or
in any other Transaction Document, or be a trustee for any Secured Party.
Notwithstanding anything to the contrary contained herein, no Agent or Lead
Arranger shall be required to take any action which is contrary to this
Agreement or any other Transaction Document or applicable law. Neither the
Agents, the Lead Arrangers, the Issuing Bank nor any Secured Party nor any of
their respective affiliates shall be responsible to any other Secured Party for
any recitals, statements, representations or warranties made by the Borrower
contained in this Agreement or any other Transaction Document or in any
certificate or other document referred to or provided for in, or received by any
Secured Party under, this Agreement or any other Transaction Document, for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement, the Notes, the other Transaction Documents or any other document
referred to or provided for herein or therein or for any failure by the


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Borrower to perform its obligations hereunder or thereunder. Each Agent and Lead
Arranger may employ agents and attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any such Agents or attorneys-in-fact
selected by it with reasonable care. Neither the Agents, the Lead Arrangers, the
Issuing Bank nor any of their respective directors, officers, employees or
agents shall be responsible for any action taken or omitted to be taken by it or
them hereunder or under any other Transaction Document or in connection herewith
or therewith, except for its or their own gross negligence or willful
misconduct.

               Section 8.02 Reliance by Agents. Each Agent, Lead Arranger and
the Issuing Bank shall be entitled to rely upon any certificate, notice or other
document (including any cable, telegram, telecopy or telex) believed by it to be
genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by such Agent, Lead Arranger
or the Issuing Bank. As to any matters related to this Agreement or the
transactions contemplated hereby, none of the Agents, Lead Arrangers nor the
Issuing Bank shall be required to take any action or exercise any discretion,
but the Agents, Lead Arrangers and the Issuing Bank shall be required to act or
to refrain from acting upon instructions of the Required Lenders and shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
or under any other Transaction Document in accordance with the instructions of
the Required Lenders, and such instructions of the Required Lenders and any
action taken or failure to act pursuant thereto shall be binding on all of the
Secured Parties. Notwithstanding the foregoing, nothing herein shall be deemed
to require approval by the Required Lenders to the extent that Lead Arranger
approval is expressly provided for herein or in any other Financing Document.

               Section 8.03 Defaults. The Administrative Agent shall not be
deemed to have actual knowledge or notice of the occurrence of a Default or an
Event of Default unless the Administrative Agent has received notice from a
Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "Notice of Default". In the
event that the Administrative Agent receives such a notice of the occurrence of
a Default or an Event of Default the Administrative Agent shall give notice
thereof to the Secured Parties. The Administrative Agent shall take such action
with respect to such Default or Event of Default as shall be reasonably directed
by the Required Lenders (or, if required by Section 9.02, as shall be reasonably
directed by all of the Lenders); provided, that, unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interest of the Secured Parties.

               Section 8.04 Rights as Lenders. With respect to its commitment to
make Loans, Bank of America, N.A. shall have the same rights and powers
hereunder as any Lender and may exercise the same as though it was not acting as
the Administrative Agent and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include Bank of America, N.A. in its individual
capacity. Bank of America, N.A. and its


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Affiliates may (without having to account therefor to any Lender) accept
deposits from, extend credit (on a secured or unsecured basis) to and generally
engage in any kind of banking, trust or other business with the Borrower or any
of its Affiliates, as if it were not acting as the Administrative Agent.

               Section 8.05 Indemnification. Without limiting the obligations of
the Borrower under Section 9.04 hereof, each Lender agrees to indemnify each
Agent, the Issuing Bank and the Lead Arrangers, ratably in accordance with the
aggregate principal amount of the Loans and Letter of Credit Exposure held by
the Lenders, or, if no Loans are then outstanding, the respective amounts of the
Lenders' Commitments, for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements or any
kind or nature whatsoever which may at any time (including, without limitation,
at any time following the payment of principal of and/or interest on the Loans)
be imposed on, incurred by or asserted against any Agent, the Issuing Bank or
either Lead Arranger in any way relating to or arising out of this Agreement or
any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including the costs and expenses
which the Borrower is obligated to pay under Section 9.04 hereof) or the
enforcement of any of the terms hereof or thereof or of any such other
documents, provided that no Lender shall be liable for any of the foregoing to
the extent they arise from any Agent's, the Issuing Bank's or either Lead
Arranger's gross negligence or willful misconduct as determined by a court of
competent jurisdiction. The Agents, the Issuing Bank and the Lead Arrangers
shall be fully justified in refusing to take or to continue to take any action
hereunder unless it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.

               Section 8.06 Documents. The Administrative Agent will forward to
each Lender, promptly after the Administrative Agent's receipt thereof, a copy
of each document furnished to the Administrative Agent for such Secured Party
hereunder (and a copy of such other documents furnished to the Administrative
Agent pursuant to Article III hereof as may be requested by such Lender).

               Section 8.07 Non-Reliance on Agents and Other Lenders. Each
Lender represents that it has, independently and without reliance on any Agent,
the Issuing Bank, any Lead Arranger, or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of the financial condition and affairs of the Borrower and its own decision to
enter into this Agreement and agrees that it will, independently and without
reliance upon any Agent, the Issuing Bank, any Lead Arranger or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own appraisals and decisions in taking or not
taking action under this Agreement. None of the Agents, the Issuing Bank, any
Lead Arranger or any Lender shall be required to keep informed as to the
performance or observance by the Borrower under this Agreement or any other
document referred to or provided for herein or to make inquiry of, or to inspect
the properties or books of, the Borrower. Except for notices, reports and other
documents and information expressly required to be furnished to the Lenders by
any Agent, the Issuing Bank, or any Lead


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Arranger hereunder, none of the Agents, the Issuing Bank, any Lead Arranger or
any Lender shall have any duty or responsibility to provide any Lender with any
credit or other information concerning the Borrower, or any Affiliate of the
Borrower, which may come into the possession of such Agent, the Issuing Bank,
any Lead Arranger or such Lender or any of its or their Affiliates.

               Section 8.08 Resignation. Subject to the appointment and
acceptance of a successor as provided below, each of the Agents, the Lead
Arrangers and the Issuing Bank (prior to the issuance of the DLC Letter of
Credit) may resign at any time by giving notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Agent, Lead Arranger and/or Issuing Bank, as applicable,
which shall be a Lender hereunder. If no successor Agent, Lead Arranger and/or
Issuing Bank, as applicable, shall have been appointed by the Required Lenders
and no Lender shall have accepted such appointment within 30 days after the
retiring Agent's, Lead Arranger's and/or Issuing Bank's giving of notice of
resignation, then the retiring Agent, Lead Arranger and/or Issuing Bank may, on
behalf of the Lenders, appoint a successor Agent, Lead Arranger and/or Issuing
Bank, which shall be a Lender hereunder having a combined capital and surplus of
not less than $500,000,000. Upon the acceptance of any appointment as an Agent,
Lead Arranger and/or Issuing Bank, as applicable, hereunder by a successor
Agent, Lead Arranger and/or Issuing Bank, as the case may be, such successor
Agent, Lead Arranger and/or Issuing Bank shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
Lead Arranger and/or Issuing Bank, and the retiring Agent, Lead Arranger and/or
Issuing Bank shall be discharged from its duties and obligations hereunder.
After any retiring Agent's, Lead Arranger's and/or Issuing Bank's resignation
hereunder as Agent, Lead Arranger and/or Issuing Bank, the provisions of this
Article VIII shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Agent, Lead Arranger
and/or Issuing Bank; provided, that if no successor agent, lead arranger and/or
issuing bank has accepted appointment by the date which is 30 days following a
retiring Agent's, Lead Arranger's and/or Issuing Bank's notice of resignation,
the retiring Agent's, Lead Arranger's and/or Issuing Bank's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Agent, Lead Arranger and/or Issuing Bank hereunder until such
time, if any, as the Required Lenders appoint a successor agent, lead arranger
or issuing bank as provided for above.

               Section 8.09 Authorization. The Administrative Agent, the Lead
Arrangers and the Issuing Bank are hereby authorized by the Lenders to execute,
deliver and perform each of the Transaction Documents to which they (whether as
"Administrative Agent", "Issuing Bank", "Secured Party", "Grantee" or
"Mortgagee") are or are intended to be a party and each Lender agrees to be
bound by all of the agreements of the Administrative Agent, the Lead Arrangers
and the Issuing Bank respectively, contained in the Transaction Documents. The
Administrative Agent is hereby authorized by the Lenders to execute, deliver and
perform the Intercreditor Agreement and each Lender agrees to be bound by all of
the agreements of the Administrative Agent contained in the Intercreditor
Agreement.


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               Section 8.10 Documentation Agents; Syndication Agent. Nothing in
this Agreement shall create or impose on any Documentation Agent or Syndication
Agent, in each case in such capacity, any duty, obligation or responsibility
whatsoever to any Person.

                                   ARTICLE IX
                                  MISCELLANEOUS

               Section 9.01 Notices. All notices, requests and other
communications to the Borrower or any Secured Party shall be in writing
(including bank wire, cable, telex, telecopy or similar teletransmission or
writing) and shall be given to such party at its address, or telex, cable or
telecopy number set forth on Annex II hereto or such other address or telecopy
number as such party may hereafter specify by notice to the Administrative Agent
and the Borrower. Each such notice, request or other communication shall be
effective (i) if given by telecopy, when such telecopy is transmitted to the
telecopy number specified in Annex II and receipt thereof is confirmed in
writing, or (ii) if given by any other means (including, without limitation, by
air courier), when delivered at the address specified in Annex II.

               Section 9.02 Amendments, Etc.. No amendment or waiver of any
provision of any Financing Document, nor consent to any departure by any Credit
Party or OPNY Credit Party therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders and the
Administrative Agent or Issuing Bank, as the case may be, or if the Lenders
shall not be parties thereto, by the parties thereto and consented to by the
Required Lenders, and each such amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, that, any amendment, waiver or consent with respect to Section 5.30
hereof shall be effective upon the vote of the Lenders and the OPMW Lenders as
expressly provided therein; and provided, further, that, no amendment, waiver or
consent shall, unless in writing and signed by all the Lenders, do any of the
following: (i) increase the Commitments of the Lenders or subject the Lenders to
any additional obligations, (ii) reduce the principal of, or interest on, the
Notes or any Fees hereunder, (iii) postpone any date fixed for any scheduled
payment in respect of principal of, or interest on, the Notes or any Fees
hereunder, (iv) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Notes, or the number or identity of the Lenders
which shall be required for the Lenders or any of them to take any action
hereunder, (v) postpone the date fixed for reimbursement of any DLC Letter of
Credit Disbursement or any Operational Letter of Credit Disbursement, (vi) amend
or waive Sections 9.02, 9.04 or the definitions of the terms used in such
Sections under any Financing Document insofar as the definitions affect the
substance of such Sections, (vii) consent to the assignment or other transfer by
any Credit Party or OPNY Credit Party of any of its rights and obligations under
any Financing Document, (viii) release any Collateral (other than a release
resulting from changes in the Financing Documents which constitute or otherwise
result in alterations in Permitted Distributions, changes or amendments to
reserve requirements (and associated requirements to maintain and replenish such
reserves) to effect prepayments of Obligations, changes to permit cash
collateralization of Contractual Obligations of the Borrower Entities and
otherwise as expressly contemplated under the


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Financing Documents) or any Guarantee, (ix) extend the Revolving Loan
Availability Period, or (x) subordinate the Loans to any other Indebtedness; and
provided, further, that no amendment, waiver or consent affecting the rights or
duties of the Administrative Agent or the Issuing Bank under any Financing
Document shall in any event be effective, unless in writing and signed by the
Administrative Agent or the Issuing Bank, as the case may be, in addition to the
Lenders required hereinabove to take such action. Notwithstanding any of the
foregoing to the contrary, the consent of the Borrower shall not be required for
any amendment, modification or waiver of the provisions of Article VIII (other
than the provisions of Section 8.08). For the avoidance of doubt, the parties
confirm that any amendment, waiver or consent with respect to Section 7.15 shall
be effective upon the vote of the Required Lenders. In addition, the Borrower,
the Lead Arrangers, the Lenders and the Swap Banks hereby authorize the
Administrative Agent to modify this Agreement by amending or supplementing
Annexes I and II from time to time in the manner requested by the Borrower, the
Administrative Agent or any other Secured Party and otherwise in accordance with
the terms of this Agreement; provided, however, that the Administrative Agent
shall promptly deliver a copy of any such modification to the Borrower and each
Secured Party.

               Section 9.03 No Waiver; Remedies Cumulative. No failure or delay
on the part of any Secured Party or any holder of a Note in exercising any right
or remedy under any Financing Document and no course of dealing between the
Borrower and any Secured Party or the holder of any Note shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy
under any Financing Document preclude any other or further exercise thereof or
the exercise of any other right or remedy hereunder. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which the Secured Parties or the holder of any Note would otherwise
have. No notice to or demand on the Borrower not required under any Financing
Document shall entitle the Borrower to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of any
Secured Party or the holder of any Note to any other or further action in any
circumstances without notice or demand.

               Section 9.04 Payment of Expenses and Indemnification. The
Borrower shall:

                      (i) promptly reimburse each Agent, the Issuing Bank and
               each Lead Arranger for all of such Person's reasonable costs and
               expenses (including, without limitation, (A) the reasonable fees
               and disbursements of legal counsel, (B) reasonable out-of-pocket
               expenses of its personnel, (C) other reasonable legal, appraisal,
               environmental, audit, consulting, filing fees and expenses and
               (D) all reasonable fees, taxes, assessments and duties (to the
               extent such taxes, assessments and duties are required to be paid
               under Article II of this Agreement)) incurred by it in connection
               with the due diligence, negotiation, preparation, review,
               execution, delivery, interpretation, administration or
               syndication of this Agreement and the Loans made thereunder, the
               other Transaction Documents and the transactions contemplated
               hereby and thereby;


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                      (ii) promptly reimburse each Swap Bank for all reasonable
               costs and expenses (including, without limitation, (A) the
               reasonable fees and disbursements of legal counsel, (B)
               reasonable out-of-pocket expenses of its personnel and (C) all
               reasonable fees, taxes, assessments and duties (to the extent
               such taxes, assessments and duties are required to be paid under
               Article II of this Agreement)) reasonably incurred by it in
               connection with the negotiation, preparation, review, execution,
               delivery, administration, collection, enforcement, termination or
               unwinding of any Interest Hedge Contract;

                      (iii) promptly pay all out-of-pocket costs and other
               reasonable expenses of the Secured Parties (both before and after
               the execution hereof) in connection with protecting or perfecting
               the security interest in the Collateral or in connection with any
               matters contemplated by or arising out of this Agreement or any
               of the Financing Documents, whether (a) to prepare, negotiate or
               execute any amendment to, modification of or extension of this
               Agreement or any other Financing Document, (b) to commence,
               defend, or intervene in any litigation or to file a petition,
               complaint, answer, motion or other pleadings necessary to protect
               the rights of the Secured Parties under any of the Financing
               Documents, (c) to take any other action in or with respect to any
               suit or proceeding (bankruptcy or otherwise) necessary to protect
               the rights of the Secured Parties under any of the Financing
               Documents, (d) to protect, collect, lease, sell, take possession
               of, release or liquidate any of the Collateral or (e) to attempt
               to enforce any security interest in any of the Collateral, or to
               enforce any rights of the Administrative Agent to collect any of
               the Obligations, including all reasonable fees and expenses of
               attorneys and paralegals (including reasonable charges for inside
               counsel), and, in the case of enforcement, pay such costs and
               expenses for any of the Secured Parties;

                      (iv) indemnify each Secured Party, its officers,
               directors, employees, representatives, agents, affiliates and
               advisors (each an "Indemnified Person") from, and hold each of
               them harmless against, any and all costs, losses, liabilities,
               claims, damages or expenses incurred by any Indemnified Person of
               any kind or nature whatsoever (including, without limitation, any
               such costs, losses, liabilities, claims, damages or expenses of
               such Indemnified Person (whether or not a party) arising out of
               or by reason of any investigation, litigation or other
               proceeding) relating to any actual or proposed use by any
               Borrower Entity of any Letter of Credit or the proceeds of any of
               the Loans or any Credit Party's or OPNY Credit Party's entering
               into and performing of this Agreement or any of the other
               Financing Documents and the Transaction Documents, together with
               the reasonable fees and disbursements of attorneys and paralegals
               (including reasonable charges for inside counsel) incurred in
               connection with any of the foregoing; provided that the Borrower
               shall have no obligation to an Indemnified Person hereunder with
               respect to any


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               of the foregoing to the extent resulting from the gross
               negligence or willful misconduct of such Indemnified Person; and

                      (v) indemnify each Indemnified Person from, and hold each
               Indemnified Person harmless against, any and all costs, losses,
               liabilities, claims, damages or expenses incurred by any of them
               resulting from (x) any past, present or future storage, holding,
               existence, release, emission discharge, generation, abatement,
               disposition, handling or transportation by, any Borrower Entity,
               or their agents, employees and representatives of any Hazardous
               Materials or (y) any past, present or future violation of,
               failure to comply fully with or requirement to comply with any
               Environmental Law by any Borrower Entity, or their agents,
               employees and representatives, in each case together with the
               reasonable fees and disbursements of attorneys and paralegals
               (including reasonable charges for inside counsel) incurred in
               connection with any of the foregoing; provided, that the Borrower
               shall have no obligation to an Indemnified Person hereunder with
               respect to any of the foregoing to the extent resulting from the
               gross negligence or willful misconduct of such Indemnified
               Person.

               (b) If and to the extent that the obligations of the Borrower
under this Section 9.04 are unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable Requirement of Law. The
Borrower's obligations under this Section 9.04 shall survive any termination of
this Agreement and the payment of the Notes.

               (c) This Section 9.04 is not intended to include obligations
of Sponsor under the OPH Membership Interest Pledge Agreement.

               Section 9.05 Right of Setoff. In addition to and not in
limitation of all rights of offset that any Lender or other holder of a Note may
have under applicable Requirement of Law, each Lender or other holder of a Note
shall, upon the occurrence and during the continuance of any Event of Default
and whether or not such Lender or such holder has made any demand or the
Obligations of the Borrower are matured, have the right to appropriate and apply
to the payment of the Obligations of the Borrower all deposits (general or
special, time or demand, provisional or final) then or thereafter held by and
other indebtedness or property then or thereafter owing by such Lender or other
holder, whether or not related to this Agreement or any transaction hereunder.
Any amount received as a result of the exercise of such rights shall be
re-allocated among the Lenders as set forth in Section 2.13 and the Borrower
shall receive prompt notice thereof from the Administrative Agent; provided,
that any failure by the Administrative Agent to provide such notice shall in no
way affect the rights of any Lender or other holder of a Note under this Section
9.05.


                                      122
<PAGE>

               Section 9.06 Benefit of Agreement; Assignments and
Participations.

               (a) This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the respective successors and assigns of the parties
hereto; provided that the Borrower may not assign or transfer any of its
interest hereunder without the prior written consent of the Lenders.

               (b) Any Lender may make, carry or transfer Loans at, to or for
the account of, any of its branch offices or the office of an Affiliate of such
Lender except to the extent such transfer would result in increased costs to the
Borrower.

               (c) Each Lender may assign (with the consent of the
Administrative Agent, if such proposed assignment is not to an existing Lender
or an Affiliate of an existing Lender, such consent not to be unreasonably
withheld, conditioned or delayed, after consultation with the Borrower) to one
or more banks or other entities all or a portion of its rights and obligations
under this Agreement, the Notes and the Letters of Credit; provided that no such
assignment shall be for less than $5,000,000 of such Lender's Commitments or
Loans, as the case may be. Upon such execution, delivery and acceptance, from
and after the effective date (the "Effective Date") of such Assignment and
Acceptance (x) the assignee thereunder shall be a party hereto, and, to the
extent that rights and obligations hereunder have been assigned to and assumed
by it pursuant to such Assignment and Acceptance, such assignee shall have the
rights and obligations of a Lender hereunder and (y) the Lender assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and be released from its obligations under this Agreement (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto).

               (d) By executing and delivering an Assignment and Acceptance, the
assignee thereunder confirms and agrees as follows: (i) other than as provided
in such Assignment and Acceptance, the assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, the Notes, the Letters of Credit or any other
instrument or document furnished pursuant hereto, (ii) such assigning Lender
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or any other Credit Party or OPNY
Credit Party or the performance or observance by the Borrower or any other
Credit Party or OPNY Credit Party of any of its obligations under this
Agreement, any other Financing Document or Transaction Document or any other
instrument or document furnished pursuant hereto or thereto, (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 5.10 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance, (iv) such assignee will,
independently and without reliance upon the Lead Arrangers, the Agents, the
Issuing Bank, such assigning Lender or any other Lender


                                      123
<PAGE>

and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement, (v) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Financing Documents as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto and (vi) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

               (e) The Administrative Agent shall maintain at its address
referred to in Section 9.01 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lenders and the Commitments of, and principal amount of the
Loans owing to, each Lender from time to time (the "Register"). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower and each Secured Party may treat each Person whose name
is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register and copies of each Assignment and Acceptance shall be
available for inspection by the Borrower, the Issuing Bank or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

               (f) Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender, together with the Note or Notes subject to such assignment,
the Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit O hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Issuing Bank and the
Borrower. Within five (5) Business Days after its receipt of such notice, the
Borrower shall execute and deliver to the Administrative Agent in exchange for
the surrendered Note or Notes a new Note or Notes to the order of such assignee
in an amount equal to the Commitment or Commitments assumed by it pursuant to
such Assignment and Acceptance and, if the assigning Lender has retained a
Commitment or Commitments hereunder, a new Note or Notes to the order of the
assigning Lender in an amount equal to the Commitment or Commitments retained by
it hereunder. Such new Note or Notes shall re-evidence the indebtedness
outstanding under the old Notes or Notes and shall be in an aggregate principal
amount equal to the aggregate principal amount of such surrendered Note or
Notes, shall be dated the effective date of such Assignment and Acceptance and
shall otherwise be in substantially the form of the Note or Notes subject to
such assignments.

               (g) Each Lender may sell participations (without the consent of
the Administrative Agent, the Issuing Bank, the Borrower or any other Lender) to
one or more parties in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment, the Loans owing to it and the Note or Notes held by it and the
participations in the Letters of Credit held by it); provided that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Commitment) shall remain unchanged, (ii) such Lender shall remain solely
responsible to other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv)


                                      124
<PAGE>

the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and (v) such Lender
shall not transfer, grant, assign or sell any participation under which the
participant shall have rights to approve any amendment or waiver of this
Agreement except to the extent such amendment or waiver would (A) extend the
final maturity date or the date for the payments of any installment of fees or
principal or interest of any Loans in which such participant is participating,
(B) reduce the amount of any installment of principal of the Loans in which such
participant is participating, (C) reduce the interest rate applicable to the
Loans in which such participant is participating, (D) reduce any fees payable
hereunder, or (E) release all or substantially all of the Collateral.

               (h) Each Lender agrees that, without the prior written consent of
the Borrower and the Administrative Agent, it will not make any assignment
hereunder in any manner or under any circumstances that would require
registration or qualification of, or filings in respect of, any Loan, Note or
other Obligation under the securities laws of the United States of America or of
any state.

               (i) Any Lender may at any time assign all or any portion of its
rights under this Agreement and the other Financing Documents to the Federal
Reserve Bank of the United States; provided, that any payment in respect of such
assigned rights made by the Borrower to the assigning Lender in accordance with
the terms of this Agreement shall satisfy the Borrower's obligations hereunder
in respect of such assigned rights to the extent of such payment. No such
assignment shall release the assignor Lender from its obligations hereunder.

               (j) After the completion of the primary and general syndication
of the Loans described herein, each transferor Lender shall pay the
Administrative Agent a fee of $2,000 in the case of an assignment to an existing
Lender or an Affiliate of an existing Lender or $3,500.00 in all other cases,
for processing each assignment made pursuant to this Section 9.06.

               Section 9.07 Governing Law; Submission to Jurisdiction; Waiver of
Jury Trial; Waiver of Damages.

               (a) THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY SUCH
REQUIREMENT OF LAW THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO
THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION ARE MANDATORILY APPLICABLE. ANY
DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THE BORROWER AND EACH SECURED PARTY IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO


                                      125
<PAGE>

THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

               (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, THE BORROWER AND
EACH SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE
BORROWER AND EACH SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS
MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. THE
BORROWER WAIVES IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION
OF THE COURT CONSIDERING THE DISPUTE INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS.

               (c) THE BORROWER AGREES THAT ANY SECURED PARTY SHALL HAVE THE
RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED
AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY
SELECTED IN GOOD FAITH TO ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY,
OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED
PARTY. THE BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE
COURT IN WHICH ANY SECURED PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
PARAGRAPH INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR
BASED ON THE GROUNDS OF FORUM NON CONVENIENS.

               (d) THE BORROWER AND THE SECURED PARTIES EACH WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

               (e) THE BORROWER HEREBY IRREVOCABLY DESIGNATES NATIONAL
REGISTERED AGENTS, INC., WITH AN ADDRESS AT 440 9TH AVENUE, 5TH FLOOR, NEW YORK,
NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE BORROWER TO RECEIVE,
FOR AND ON BEHALF OF THE BORROWER, SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR


                                      126
<PAGE>

PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE NOTES, THE OTHER FINANCING
DOCUMENTS OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE BORROWER
AT ITS ADDRESS SET FORTH IN ANNEX II HERETO IN ACCORDANCE WITH SECTION 9.01. THE
BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS
SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

               (f) NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY HERETO (i)
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (ii) TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY, IN EACH CASE, SOLELY AS
PERMITTED IN SUBSECTION (c) OF THIS SECTION 9.07.

               Section 9.08 Nonliability of Administrative Agent and Lenders.
The relationship between the Borrower and the Secured Parties shall be solely
that of borrower and lender. No Secured Party shall have any fiduciary
responsibilities to the Borrower. No Secured Party undertakes any responsibility
to the Borrower to review or inform the Borrower of any matter in connection
with any phase of the Borrower's business or operations.

               Section 9.09 Marshalling; Recapture. No Secured Party shall be
under any obligation to marshal any assets in favor of the Borrower or any other
party or against or in payment of any or all of the Obligations. To the extent
any Secured Party receives any payment by or on behalf of the Borrower, which
payment or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to the Borrower
or its estate, trustee, receiver, custodian or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such payment or repayment, the obligation or part thereof which has
been paid, reduced or satisfied by the amount so repaid shall be reinstated by
the amount so repaid and shall be included within the liabilities of the
Borrower to such Secured Party as of the date such initial payment, reduction or
satisfaction occurred.

               Section 9.10 Independent Nature of Lenders' Rights. The amounts
payable at any time hereunder to each Lender shall be a separate and independent
debt, and, except as otherwise provided in any Financing Document, each Lender
shall be entitled to protect and enforce its rights arising out of this
Agreement, and it shall not be necessary for any other Lender to be joined as an
additional party in any proceeding for such purpose.

               Section 9.11 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each


                                      127
<PAGE>

of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.

               Section 9.12 Effectiveness. This Agreement shall become effective
as of the date hereof; provided, that, all of the parties hereto shall have
signed a copy hereof (whether the same or different copies) and shall have
delivered the same to the Administrative Agent pursuant to Section 9.01 or, in
the case of the Lenders, shall have given to the Administrative Agent written,
telecopied or telex notice (actually received) at such office that the same has
been signed and mailed to it.

               Section 9.13 Survival of Indemnities and Representations and
Warranties. All indemnities set forth herein and all representations and
warranties made herein and in any document, certificate or statement delivered
pursuant hereto or in connection herewith shall survive the execution and
delivery of this Agreement, the Notes, the Letters of Credit and the other
Financing Documents and the making and repayment of the Loans and the expiration
or cancellation of all Letters of Credit.

               Section 9.14 Severability. In case any provision in or obligation
under this Agreement or the Notes or the other Financing Documents shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

               Section 9.15 Headings Descriptive. The headings of the several
sections and subsections of this Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

               Section 9.16 Limitation of Recourse. The obligations of the
Borrower hereunder and under the other Financing Documents are obligations
solely of the Borrower (other than as expressly assumed by any Credit Party or
OPNY Credit Party pursuant to any Financing Document) and shall not constitute a
debt or obligation of any direct or indirect partner, shareholder or other
equity owner of the Borrower or any of their respective directors, officers,
agents or employees (each such Person, a "Non-Recourse Party"). No Non-Recourse
Party shall be liable for any amount payable by the Borrower under this
Agreement or the other Financing Documents, and the Secured Parties shall not
seek a money judgment or deficiency or personal judgment against any
Non-Recourse Party for payment of the indebtedness payable by the Borrower
evidenced by this Agreement or the other Financing Documents. No property or
assets of any Non-Recourse Party, other than as provided in the Financing
Documents, shall be sold, levied upon or otherwise used to satisfy any judgment
rendered in connection with any action brought against the Borrower with respect
to this Agreement or the other Financing Documents. The foregoing
acknowledgments, agreements and waivers shall be enforceable by any Non-Recourse
Party. Notwithstanding the foregoing, nothing in this Section shall limit or
affect or be construed to limit or affect the obligations and liabilities of any
Credit Party, OPNY Credit Party or any other Non-Recourse Party (a) in
accordance with the terms of any Transaction Document or Financing Document
creating


                                      128
<PAGE>

such liabilities and obligations to which such Credit Party, OPNY Credit Party
or Non-Recourse Party is a party, (b) arising from liability pursuant to
applicable Requirements of Law for such Credit Party's, OPNY Credit Party's or
such Non-Recourse Party's fraudulent actions, knowing misrepresentations or
willful misconduct or (c) with respect to amounts distributed to it in violation
of Section 6.10 hereof.

               Section 9.17 Confidentiality. In connection with the negotiation
and administration of this Agreement and the other Transaction Documents,
Reliant and the Borrower have furnished and will from time to time furnish to
the Lead Arrangers, the Administrative Agent, the Issuing Banks and the Lenders
(each, a "Recipient") written information regarding Reliant, the Borrower and
their respective Subsidiaries and other Affiliates (such information, other than
any such information which (i) was publicly available, or otherwise known to the
Recipient, at the time of disclosure, (ii) subsequently becomes publicly
available other than through any act or omission by the Recipient or (iii)
otherwise subsequently becomes known to the Recipient other than through a
Person whom the Recipient knows to be acting in violation of his or its
obligations to the Borrower, being hereinafter referred to as "Confidential
Information"). The Recipient will not knowingly disclose any such Confidential
Information to any third party (other than to the Recipient's legal counsel,
governmental regulators, independent auditors and other professional advisors),
and will take all reasonable steps to restrict access to such information in a
manner designed to maintain the confidential nature of such information, in each
case until such time as the same ceases to be Confidential Information or as the
Borrower may otherwise instruct. It is understood, however, that the foregoing
will not restrict the Recipient's ability to freely exchange such Confidential
Information with its Affiliates or with prospective participants in or assignees
of the Recipient's position herein, but the Recipient's ability to so exchange
Confidential Information shall be conditioned upon any such Affiliate's or
prospective participant's (as the case may be) entering into an agreement as to
confidentiality similar to this Section 9.17. It is further understood that the
foregoing will not prohibit the disclosure of any or all Confidential
Information if and to the extent that such disclosure may be required (1) by a
regulatory agency or otherwise in connection with an examination of the
Recipient's records by appropriate authorities, (2) pursuant to court order,
subpoena or other legal process, (3) otherwise as required by law, or (4) in
order to protect such Recipient's interests or its rights or remedies hereunder
or under the other Transaction Documents; in the event of any required
disclosure under clause (2), (3) or (4), above, the Recipient agrees to use
reasonable efforts to inform the Borrower as promptly as practicable to the
extent not prohibited by law.

                  [Remainder of page intentionally left blank.]


                                      129
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.


                                    BORROWER:

                                    ORION POWER MIDWEST, L.P.,
                                    a Delaware limited partnership

                                    By: Orion Power MidWest GP, Inc.,
                                        its general partner


                                        By:____________________________________
                                           Name:
                                           Title:


                                    LEAD ARRANGERS:

                                    BANC OF AMERICA SECURITIES LLC,
                                    as Lead Arranger


                                    By:________________________________________
                                         Name:
                                         Title:


                                    BNP PARIBAS,
                                    as Lead Arranger

                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    JOINT BOOK RUNNERS:

                                    BANC OF AMERICA SECURITIES LLC,
                                    as Joint Book Runner


                                    By:________________________________________
                                         Name:
                                         Title:


                                    BNP PARIBAS,
                                    as Joint Book Runner


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:


                                    ISSUING BANK:

                                    BANK OF AMERICA, N.A.,
                                    as Issuing Bank


                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    SYNDICATION AGENT:

                                    BNP PARIBAS,
                                    as Syndication Agent


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:


                                    DOCUMENTATION AGENTS:

                                    THE BANK OF NOVA SCOTIA,
                                    as Documentation Agent


                                    By:________________________________________
                                         Name:
                                         Title:

                                    MIZUHO CORPORATE BANK, LTD,
                                    as Documentation Agent

                                    By:________________________________________
                                         Name:
                                         Title:

                                    BAYERISCHE HYPO- UND VEREINSBANK
                                    AG, NEW YORK BRANCH,
                                    as Documentation Agent


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    ADMINISTRATIVE AGENT:

                                    BANK OF AMERICA, N.A.,
                                    as Administrative Agent


                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    LENDERS:

                                    BANK OF AMERICA, N.A.


                                    By:________________________________________
                                         Name:
                                         Title:


                                    BNP PARIBAS


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    DEUTSCHE BANK AG NEW YORK AND/OR
                                    CAYMAN ISLAND BRANCH


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:


                                    THE BANK OF NOVA SCOTIA


                                    By:________________________________________
                                         Name:
                                         Title:


                                    BAYERISCHE HYPO- UND VEREINSBANK
                                    AG, NEW YORK BRANCH


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    DEXIA- CREDIT LOCAL DE FRANCE


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:


                                    DZ BANK AG DEUTSCHE ZENTRAL-
                                    GENOSSENSCHAFTSBANK, FRANKFURT AM
                                    MAIN, NEW YORK BRANCH


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:


                                    DRESDNER BANK AG, NEW YORK AND
                                    GRAND CAYMAN BRANCHES


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    ING CAPITAL LLC


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:


                                    SOCIETE GENERALE


                                    By:________________________________________
                                         Name:
                                         Title:


                                    UNION BANK OF CALIFORNIA, N.A.


                                    By:________________________________________
                                         Name:
                                         Title:

                                    ABN AMRO BANK N.V.


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    COBANK, ACB


                                    By:________________________________________
                                         Name:
                                         Title:


                                    CREDIT LYONNAIS NEW YORK BRANCH


                                    By:________________________________________
                                         Name:
                                         Title:


                                    MIZUHO CORPORATE BANK, LIMITED


                                    By:________________________________________
                                         Name:
                                         Title:


                                    FLEET NATIONAL BANK


                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    NORDDEUTSCHE LANDESBANK
                                    GIROZENTRALE, NEW YORK/GRAND
                                    CAYMAN ISLANDS BRANCH


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:


                                    THE ROYAL BANK OF SCOTLAND PLC


                                    By:________________________________________
                                         Name:
                                         Title:


                                    ABBEY NATIONAL TREASURY SERVICES PLC


                                    By:________________________________________
                                         Name:
                                         Title:


                                    BANK ONE, NA


                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    BARCLAYS BANK PLC


                                    By:________________________________________
                                         Name:
                                         Title:


                                    LLOYDS TSB BANK PLC


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:


                                    THE GOVERNOR AND COMPANY OF THE
                                    BANK OF SCOTLAND


                                    By:________________________________________
                                         Name:
                                         Title:


                                    SUMITOMO MITSUI BANKING CORPORATION


                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    AIB CAPITAL MARKETS PLC


                                    By:________________________________________
                                         Name:
                                         Title:


                                    BANCA NAZIONALE DEL LAVORO S.P.A.,
                                    NEW YORK BRANCH


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:


                                    CREDIT INDUSTRIEL ET COMMERCIAL


                                    By:________________________________________
                                         Name:
                                         Title:


                                    MIZUHO CORPORATE BANK, LTD


                                    By:________________________________________
                                         Name:
                                         Title:


                                    NATIONAL CITY BANK OF PENNSYLVANIA


                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    THE GOVERNOR AND COMPANY OF THE
                                    BANK OF IRELAND


                                    By:________________________________________
                                         Name:
                                         Title:

                                    By:________________________________________
                                         Name:
                                         Title:


                                    ERSTE BANK DER OESTERREICHISCHEN
                                    SPARKASSEN AG


                                    By:________________________________________
                                         Name:
                                         Title:


                                    UFJ BANK LIMITED (f/k/a THE SANWA BANK
                                    LIMITED), NEW YORK BRANCH


                                    By:________________________________________
                                         Name:
                                         Title:


                                    COOPERATIEVE CENTRALE RAIFFEISEN-
                                    BOERENLEENBANK B.A.


                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                    CSAM FUNDING I


                                    By:________________________________________
                                         Name:
                                         Title:


                                    FIRST DOMINION FUNDING I


                                    By:________________________________________
                                         Name:
                                         Title:


                                    LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE


                                    By:________________________________________
                                         Name:
                                         Title:

<PAGE>

                                                                       EXHIBIT A
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

                                    [FORM OF]
                              ACQUISITION LOAN NOTE

U.S. $[Amount]                                                NEW YORK, NEW YORK
                                                                OCTOBER 28, 2002

        ORION POWER MIDWEST, L.P., a limited partnership organized under the
laws of the State of Delaware (the "Borrower"), FOR VALUE RECEIVED, hereby
promises to pay to the order of ___________________________ (the "Payee"), at
the office of Bank of America, N.A. (the "Administrative Agent") at 101 North
Tryon Street, NC1-001-08-19, Charlotte, NC 28255, the principal sum of
_____________________ DOLLARS ($____________) or if less, the aggregate unpaid
principal amount of all Loans under this Acquisition Loan Note made by the Payee
to the Borrower, on or before the Final Maturity Date and at the times and in
the manner provided in the Credit Agreement (as defined below). All capitalized
terms used herein and not otherwise defined herein shall have the meaning set
forth in the Credit Agreement.

        The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at the Administrative Agent's office from the date
hereof until such principal amount shall be paid in full at the rates per annum
which shall be determined in accordance with the provisions of Article II of the
Second Amended and Restated Credit Agreement, dated as of October 28, 2002 (as
such agreement may be amended, modified or supplemented from time to time, the
"Credit Agreement"), among the Borrower, BANC OF AMERICA SECURITIES LLC, as a
Lead Arranger and a Joint Book Runner, BNP PARIBAS, as a Lead Arranger and a
Joint Book Runner, BNP PARIBAS, as Syndication Agent, THE BANK OF NOVA SCOTIA,
MIZUHO CORPORATE BANK, LTD, and BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK
BRANCH, as Documentation Agents, BANK OF AMERICA, N.A., as Issuing Bank, the
Administrative Agent, and each financial institution which is a signatory
thereto or which may hereafter become an assignee pursuant to Section 9.06 of
the Credit Agreement (collectively the "Lenders"), such interest to be payable
at the times provided for in the Credit Agreement.

        This Acquisition Loan Note is one of the Notes referred to in the Credit
Agreement and is entitled to the benefits thereof and of the other Financing
Documents referred to therein and is subject to the other terms, conditions and
provisions set forth therein. This Acquisition Loan Note is subject to
prepayment, in whole or in part, as provided in the Credit Agreement. In case an
Event of Default shall occur and be continuing, the principal of and accrued
interest on this Acquisition Loan Note may, subject to provisions pertaining
thereto in the Credit Agreement, be declared to be due and payable in the manner
and with the effect provided in the Credit Agreement.

        The granting of participating interests by the Payee in, and the
assignment or transfer by the Payee of, its rights in and to this Acquisition
Loan Note and its Acquisition Loan

<PAGE>

        Commitment are subject to the terms and conditions set forth in Section
9.06 of the Credit Agreement.

        All Loans made by the Payee and the Type of each thereof and all
payments and prepayments made on account of the principal thereof may be
recorded by the Payee on the schedule (or a continuation thereof) attached
hereto, it being understood that failure by the Payee to make any such
endorsement or any error therein shall not affect the obligations of the
Borrower hereunder.

        The Borrower and any and all sureties, guarantors and endorsers of this
Acquisition Loan Note and all other parties now or hereafter liable hereon,
severally waive grace (except grace provided pursuant to the express terms of
the Credit Agreement or any other Financing Document), presentment for payment,
protest, notice of any kind (including notice of dishonor, notice of protest,
notice of intention to accelerate and notice of acceleration) and diligence in
collecting and bringing suit against any party hereto, and agree (i) to all
extensions and partial payments, with or without notice, before or after
maturity, (ii) to any substitution, exchange or release of any security now or
hereafter given for this Acquisition Loan Note, (iii) to the release of any
party primarily or secondarily liable hereon and (iv) that it will not be
necessary for the Administrative Agent or any Lenders, in order to enforce
payment of this Acquisition Loan Note, to first institute or exhaust their
remedies against the Borrower or any other party liable therefor or against any
security for this Acquisition Loan Note. The nonexercise by the holder of any of
its rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.

        This Acquisition Loan Note is an amendment and restatement of the
Acquisition Loan Note in the amount of $[ ] made by the Borrower to the Payee,
dated [ ], 2000 (the "Original Acquisition Loan Note"). It is the intention of
the Borrower and the Payee that this Acquisition Loan Note amend, restate,
extend and renew the terms and conditions of the Original Acquisition Loan Note,
and is not intended to be a novation or discharge of the obligations of the
Borrower thereunder.

        This Acquisition Loan Note shall be governed by and interpreted in
accordance with the laws of the State of New York other than any such laws that
would apply the laws of another jurisdiction, except to the extent that the laws
of another jurisdiction are mandatorily applicable.

                                       ORION POWER MIDWEST, L.P.

                                       By: Orion Power MidWest GP, Inc.,
                                       its general partner


                                          By:_____________________________
                                          Name:
                                          Title:

<PAGE>

                                                                       EXHIBIT B
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

                                    [FORM OF]
                               REVOLVING LOAN NOTE

U.S. $[Amount]                                                NEW YORK, NEW YORK
                                                                OCTOBER 28, 2002

        ORION POWER MIDWEST, L.P., a limited partnership organized under the
laws of the State of Delaware (the "Borrower"), FOR VALUE RECEIVED, hereby
promises to pay to the order of ___________________________ (the "Payee"), at
the office of Bank of America, N.A. (the "Administrative Agent") at 101 North
Tryon Street, NC1-001-08-19, Charlotte, NC 28255, the principal sum of
_____________________ DOLLARS ($____________) or if less, the aggregate unpaid
principal amount of all Loans under this Revolving Loan Note made by the Payee
to the Borrower, on or before the Final Maturity Date and at the times and in
the manner provided in the Credit Agreement (as defined below). All capitalized
terms used herein and not otherwise defined herein shall have the meaning set
forth in the Credit Agreement.

        The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at the Administrative Agent's office from the date
hereof until such principal amount shall be paid in full at the rates per annum
which shall be determined in accordance with the provisions of Article II of the
Second Amended and Restated Credit Agreement, dated as of October 28, 2002 (as
such agreement may be amended, modified or supplemented from time to time, the
"Credit Agreement"), among the Borrower, BANC OF AMERICA SECURITIES LLC, as a
Lead Arranger and a Joint Book Runner, BNP PARIBAS, as a Lead Arranger and a
Joint Book Runner, BNP PARIBAS, as Syndication Agent, THE BANK OF NOVA SCOTIA,
MIZUHO CORPORATE BANK, LTD, and BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK
BRANCH, as Documentation Agents, BANK OF AMERICA, N.A., as Issuing Bank, the
Administrative Agent, and each financial institution which is a signatory
thereto or which may hereafter become an assignee pursuant to Section 9.06 of
the Credit Agreement (each a "Lender", and collectively the "Lenders"), such
interest to be payable at the times provided for in the Credit Agreement.

        This Revolving Loan Note is one of the Notes referred to in the Credit
Agreement and is entitled to the benefits thereof and of the other Financing
Documents referred to therein and is subject to the other terms, conditions and
provisions set forth therein. This Revolving Loan Note is subject to prepayment,
in whole or in part, as provided in the Credit Agreement. In case an Event of
Default shall occur and be continuing, the principal of and accrued interest on
this Revolving Loan Note may, subject to provisions pertaining thereto in the
Credit Agreement, be declared to be due and payable in the manner and with the
effect provided in the Credit Agreement.

<PAGE>

        The granting of participating interests by the Payee in, and the
assignment or transfer by the Payee of, its rights in and to this Revolving Loan
Note and its Revolving Loan Commitment are subject to the terms and conditions
set forth in Section 9.06 of the Credit Agreement.

        All Loans made by the Payee and the Type of each thereof and all
payments and prepayments made on account of the principal thereof may be
recorded by the Payee on the schedule (or a continuation thereof) attached
hereto, it being understood that failure by the Payee to make any such
endorsement or any error therein shall not affect the obligations of the
Borrower hereunder.

        The Borrower and any and all sureties, guarantors and endorsers of this
Revolving Loan Note and all other parties now or hereafter liable hereon,
severally waive grace (except grace provided pursuant to the express terms of
the Credit Agreement or any other Financing Document), presentment for payment,
protest, notice of any kind (including notice of dishonor, notice of protest,
notice of intention to accelerate and notice of acceleration) and diligence in
collecting and bringing suit against any party hereto, and agree (i) to all
extensions and partial payments, with or without notice, before or after
maturity, (ii) to any substitution, exchange or release of any security now or
hereafter given for this Revolving Loan Note, (iii) to the release of any party
primarily or secondarily liable hereon and (iv) that it will not be necessary
for the Administrative Agent or any Lenders, in order to enforce payment of this
Revolving Loan Note, to first institute or exhaust their remedies against the
Borrower or any other party liable therefor or against any security for this
Revolving Loan Note. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof in
that or any subsequent instance.

        This Revolving Loan Note is an amendment and restatement of the
Revolving Loan Note in the amount of $[ ] made by the Borrower to the Payee,
dated April 28, 2000 (the "Original Revolving Loan Note"). It is the intention
of the Borrower and the Payee that this Revolving Loan Note amend, restate,
extend and renew the terms and conditions of the Original Revolving Loan Note,
and is not intended to be a novation or discharge of the obligations of the
Borrower thereunder.

        This Revolving Loan Note shall be governed by and interpreted in
accordance with the laws of the State of New York other than any such laws that
would apply the laws of another jurisdiction, except to the extent that the laws
of another jurisdiction are mandatorily applicable.

                                          ORION POWER MIDWEST, L.P.

                                     By: Orion Power MidWest GP, Inc.,
                                     its general partner

                                          By:______________________________
                                          Name:
                                          Title:

<PAGE>

                                                                       EXHIBIT D
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                                FORM OF NOTICE OF
                                 REVOLVING LOAN

                               NOTICE OF REVOLVING
                                LOAN NO._________


                                                     _____________________, 200_

        Pursuant to Section 2.03(b) of the Second Amended and Restated Credit
Agreement entered into as of October 28, 2002 (the "Credit Agreement"), among
ORION POWER MIDWEST, L.P., a Delaware limited partnership (the "Borrower"), BANC
OF AMERICA SECURITIES LLC, as a Lead Arranger and a Joint Book Runner, BNP
PARIBAS, as a Lead Arranger and a Joint Book Runner, BNP PARIBAS, as Syndication
Agent, THE BANK OF NOVA SCOTIA, MIZUHO BANK, LTD, and BAYERISCHE HYPO-UND
VEREINSBANK AG, NEW YORK BRANCH, as Documentation Agents, BANK OF AMERICA, N.A.,
as Issuing Bank, BANK OF AMERICA, N.A., as Administrative Agent, and each
financial institution which is a signatory thereto or which may hereafter become
an assignee pursuant to Section 9.06 of the Credit Agreement, as a lender, the
Borrower hereby gives notice of its desire to borrow a Revolving Loan in
accordance with the terms set forth below (all capitalized terms used herein and
not otherwise defined herein shall have the meaning specified in the Credit
Agreement):

               (i) The date of the Revolving Loan shall be ____________ (the
        "Borrowing Date") [the date inserted must be a Business Day and not less
        than three (3) Business Days from the date hereof].

               (ii) The principal amount of the Revolving Loan shall be
        ______________________________ DOLLARS ($___________).

               (iii) The proceeds of the Revolving Loan are to be disbursed by
        wire transfer on the Borrowing Date as follows:

                            Orion Power MidWest, L.P.
                                     [Bank]
                                    [Address]
                          Account No. ________________
                           ABA No. ___________________

               (iv) The Revolving Loan shall be a [LIBO][Base]Rate Loan.

<PAGE>

               (v) The initial Interest Period shall be [___________ months]
        [_________ days].(1) [Information to be provided in accordance with the
        definition of Interest Period in the Credit Agreement]

        This Notice of Revolving Loan and acceptance by the Borrower of any
proceeds of the Revolving Loan shall constitute a representation and warranty
that the statements set forth in Section 3.02(b) and (c) of the Credit Agreement
are true and correct both as of the date of this notice and as of the Borrowing
Date.


                                       ORION POWER MIDWEST, L.P.

                                       By: Orion Power MidWest GP, Inc.,
                                       its general partner


                                           By:______________________________
                                           Name:
                                           Title:




--------
(1)     Applicable only to LIBO Rate Loans.

<PAGE>

                                                                       EXHIBIT E
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                                     FORM OF
                              NOTICE OF CONVERSION


_________________, ______

Bank of America, N.A., as Administrative Agent
101 North Tryon Street
NC1-001-08-19
Charlotte, NC  28255
Attention:  Laura S. Ryan

Ladies and Gentlemen:

        This Notice of Conversion (the "Notice of Conversion") is being provided
pursuant to Section 2.04(a) of the Second Amended and Restated Credit Agreement,
dated as of October 28, 2002 (the "Credit Agreement"), among ORION POWER
MIDWEST, L.P., a Delaware limited partnership (the "Borrower"), BANC OF AMERICA
SECURITIES LLC, as a Lead Arranger and a Joint Book Runner, BNP PARIBAS, as a
Lead Arranger and a Joint Book Runner, BNP PARIBAS, as Syndication Agent, THE
BANK OF NOVA SCOTIA, MIZUHO CORPORATE BANK, LTD, and BAYERISCHE HYPO-UND
VEREINSBANK AG, NEW YORK BRANCH, as Documentation Agents, BANK OF AMERICA, N.A.,
as Issuing Bank and Administrative Agent, and each financial institution which
is a signatory thereto or which may hereafter become an assignee pursuant to
Section 9.06 of the Credit Agreement, as a lender. Unless otherwise defined
herein, all capitalized terms in this Notice of Conversion have the meanings
assigned to those terms in the Credit Agreement. The Borrower hereby gives you
notice, irrevocably, pursuant to Section 2.04(a) of the Credit Agreement, that
the Borrower requests a Conversion under the Credit Agreement, and in connection
therewith sets forth below the information relating to such Conversion (the
"Proposed Conversion") as required by Section 2.04(a) of the Credit Agreement:

        (i)    The Business Day of the Proposed Conversion is ____________,
               ____. [the last day of the Interest Period then applicable to
               such loans and no sooner than the third Business Day following
               the date of this Notice of Conversion -- for Conversion into LIBO
               Rate Loans] [no sooner than the Business Day following the date
               of this Notice of Conversion -- for Conversion into Base Rate
               Loans]

<PAGE>

        (ii)   Each Loan to be Converted in the Proposed Conversion is a [LIBO
               Rate Loan][Base Rate Loan]. [The Interest Period applicable to
               such Loan is _____ month(s). -- for Conversion from LIBO Rate
               Loans only]

        (iii)  The Type of Loan to which each such Loan is to be Converted in
               the Proposed Conversion is a [LIBO Rate Loan][Base Rate Loan].

        (iv)   [The initial Interest Period to be applicable to each Loan
               resulting from the Proposed Conversion shall be _____ month(s) --
               for Conversion into LIBO Rate Loans only]

        (v)    The aggregate principal amount of Loans (or portions thereof)
               proposed to be Converted in the Proposed Conversion is
               $___________.

        The Borrower's request for the Proposed Conversion is made in compliance
with the definition of "Interest Period," Section 2.06 and Section 2.10 of the
Credit Agreement.

        In the case of a Conversion to LIBO Rate Loans, no Default or Event of
Default has occurred and is continuing.

        The representations and warranties made by the Credit Parties under the
Credit Agreement and in each other Financing Document to which each such Person
is a party are true and correct in all material respects (both before and after
giving effect to the Proposed Conversion) on and as of the date of the Proposed
Conversion as though made on and as of the date of the Proposed Conversion,
except to the extent that such representations and warranties relate to or were
made solely with respect to the Restructuring Effective Date or another specific
date, in which case such representations and warranties are true and correct in
all material respects on and as of the Restructuring Effective Date or such
other date.

        In the event of any conflict or inconsistency between the terms hereof
and the terms in the Credit Agreement, the terms in the Credit Agreement shall
be controlling.

<PAGE>

        The undersigned hereby certifies that, as of the date hereof, the
information herein is true and complete.


                                       ORION POWER MIDWEST, L.P.


                                       By: Orion Power MidWest GP, Inc.,
                                       its general partner


                                           By:________________________________
                                           Name:
                                           Title:

<PAGE>
                                                                       EXHIBIT F
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT



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


                           SECOND AMENDED AND RESTATED

                            DEPOSIT ACCOUNT AGREEMENT

                          Dated as of October 28, 2002

                                      among

                           ORION POWER MIDWEST, L.P.,

                              TWELVEPOLE CREEK, LLC

                                       and

                 BANK OF AMERICA, N.A., as Administrative Agent



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


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
<S>                                                                                       <C>
ARTICLE I DEFINITIONS........................................................................2


ARTICLE II APPOINTMENT OF ADMINISTRATIVE AGENT; CREATION OF ACCOUNTS.........................6

   Section 2.1    Appointment of Administrative Agent........................................6
   Section 2.2    Existing Accounts..........................................................7
   Section 2.3    Holdco Accounts and Discontinuation of Accounts............................8
   Section 2.4    Accounts as Collateral.....................................................8
   Section 2.5    Accounts and the Administrative Agent......................................9

ARTICLE III NOTICE REQUIREMENTS.............................................................10

   Section 3.1    Monthly Notice of Deposits and Withdrawals; Confirmation of Transfers.....10
   Section 3.2    Operating Cost Request....................................................10
   Section 3.3    Notice of Cash Collateral; Notice of Operational Prepayment...............11
   Section 3.4    Notice of Monthly Operating Costs.........................................11

ARTICLE IV DEPOSITS INTO ACCOUNTS...........................................................11

   Section 4.1    Deposit of Revolving Advances.............................................11
   Section 4.2    Deposit of Revenues.......................................................11
   Section 4.3    Deposit of Extraordinary Proceeds.........................................11
   Section 4.4    Deposit of Insurance Proceeds.............................................11
   Section 4.5    Deposit of Prepayment Amounts.............................................12
   Section 4.6    Information to Accompany Amounts Delivered to the Administrative Agent,
                  Deposits Irrevocable......................................................12
   Section 4.7    Books of Account; Statements..............................................13

ARTICLE V ALLOCATIONS FROM ACCOUNTS.........................................................13

   Section 5.1    Allocations From the Revenue Account......................................13
   Section 5.2    Allocations from Operating Account........................................15
   Section 5.3    Allocations From the Debt Service Account.................................15
   Section 5.4    Allocations From the Extraordinary Proceeds Account.......................15
   Section 5.5    Allocations from the Insurance Proceeds Account...........................16
   Section 5.6    Allocations From the Replacement Capital Expenditure Pre-Funding Account..16
   Section 5.7    Allocations From the Debt Service Reserve Account.........................17
</TABLE>



                                       i

<PAGE>
<TABLE>
<S>                                                                                         <C>
   Section 5.8    Allocations From the Prepayment Account...................................17
   Section 5.9    Payments To Secured Parties...............................................17
   Section 5.10   Defaults..................................................................17

ARTICLE VI INVESTMENTS AND VALUATION........................................................18

   Section 6.1    Investments...............................................................18
   Section 6.2    Income or Gain............................................................18
   Section 6.3    Value.....................................................................18
   Section 6.4    Taxes.....................................................................18

ARTICLE VII APPLICATION OF INSURANCE PROCEEDS...............................................19

   Section 7.1    Insurance Failure.........................................................19

ARTICLE VIII REPRESENTATIONS AND WARRANTIES.................................................21

   Section 8.1    Representations and Warranties............................................21

ARTICLE IX COVENANTS........................................................................22

   Section 9.1    Covenants.................................................................22

ARTICLE X ADMINISTRATIVE AGENT..............................................................23

   Section 10.1   Administrative Agent Appointment..........................................23
   Section 10.2   Ambiguity or Inconsistency in Security Documents with Proposed Actions....23
   Section 10.3   Right and Duties..........................................................23

ARTICLE XI EXERCISE OF RIGHTS UNDER SECURITY DOCUMENTS......................................23

   Section 11.1   Actions Upon an Event of Default..........................................23
   Section 11.2   Administration of Collateral..............................................24
   Section 11.3   Application of Proceeds After Acceleration................................24

ARTICLE XII INDEMNIFICATION.................................................................25

   Section 12.1   Indemnification From Borrower.............................................25

ARTICLE XIII MISCELLANEOUS..................................................................25

   Section 13.1   Agreement for Benefit of Parties Hereto...................................25
   Section 13.2   No Warranties.............................................................26
   Section 13.3   Reimbursement of Expenses.................................................26
   Section 13.4   Severability..............................................................26
   Section 13.5   Notices...................................................................26
   Section 13.6   Successors and Assigns....................................................26
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                         <C>
   Section 13.7   Counterparts..............................................................26
   Section 13.8   GOVERNING LAW.............................................................26
   Section 13.9   No Impairments of Other Rights............................................27
   Section 13.10  Amendment; Waiver.........................................................27
   Section 13.11  Separate Liability........................................................27
   Section 13.12  Incumbency Certificates; Authorized Persons...............................27
   Section 13.13  Headings..................................................................27
   Section 13.14  Termination; Release......................................................27
   Section 13.15  Entire Agreement..........................................................27
   Section 13.16  Limitation of Liability...................................................28
</TABLE>


EXHIBITS:

Exhibit A     Form of Notice of Monthly Deposits and Withdrawals
Exhibit B     Form of Operating Cost Request
Exhibit C     Form of Notice of Monthly Operating Costs
Exhibit D     Form of Notice of Cash Collateral
Exhibit E     Form of Notice of Operational Prepayments



                                      iii
<PAGE>
        This SECOND AMENDED AND RESTATED DEPOSIT ACCOUNT AGREEMENT (this
"Agreement"), dated as of October 28, 2002 by and among ORION POWER MIDWEST,
L.P., a Delaware limited partnership (the "Borrower"), TWELVEPOLE CREEK, LLC, a
Delaware limited liability company and BANK OF AMERICA, N.A., as administrative
agent under the Credit Agreement referred to below (in such capacity, together
with its successors, the "Administrative Agent").

                                    RECITALS

        WHEREAS, the Borrower has entered into an Amended and Restated Credit
Agreement, dated as of December 15, 2000 (as the same has been amended,
supplemented or otherwise modified from time to time prior to the date hereof,
the "Original Credit Agreement"), with the Administrative Agent, Banc of America
Securities LLC and Goldman Sachs Credit Partners L.P., as co-lead arrangers, BNP
Paribas and Deutsche Bank Securities Inc., as arrangers, BNP Paribas and
Deutsche Bank AG New York Branch, as documentation agents, Goldman Sachs Credit
Partners L.P., BNP Paribas and Deutsche Bank AG New York Branch, as syndication
agents, Banc of America Securities LLC and Goldman Sachs Credit Partners L.P.,
as joint book runners and Bank of America, N.A., as the issuer of the letter of
credit referred to therein, (the "Issuing Bank") and the Lenders named on the
signature pages thereto and from time to time parties thereto (the "Original
Lenders"), pursuant to which the Lenders made available credit facilities to the
Borrower to finance a portion of the purchase price of the Portfolio Assets (as
defined in the Credit Agreement) and to provide revolving credit availability to
the Borrower;

        WHEREAS, it was a condition precedent to the obligation of the Lenders
to make their respective Advances under the Original Credit Agreement that the
Borrower shall have executed and delivered the Deposit Account Agreement, dated
as of April 28, 2000, between the Borrower and Bank of America, N.A., as
Administrative Agent (the "Original Deposit Account Agreement");

        WHEREAS, the Borrower and the Administrative Agent entered into that
certain Amended and Restated Deposit Account Agreement, dated as of December 15,
2000 (the "Existing Deposit Account Agreement"), amending and restating the
Original Deposit Account Agreement in its entirety;

        WHEREAS, on the Ceredo Effective Date (as defined in the Original Credit
Agreement), Twelvepole executed and delivered the Supplemental Agreement, dated
as of February 14, 2001, by and between Twelvepole and the Administrative Agent,
pursuant to which Twelvepole became a party to the Existing Deposit Account
Agreement;

        WHEREAS, Original Credit Agreement has been amended and restated in its
entirety pursuant to the Second Amended and Restated Credit Agreement, dated as
of the Restructuring Effective Date (the "Credit Agreement"), among the
Borrower, the Administrative Agent, Banc of America Securities LLC and BNP
Paribas, as lead arrangers (the "Lead Arrangers"), the Issuing Bank, BNP
Paribas, as syndication agent (the "Syndication Agent"), The Bank of Nova
Scotia, Mizuho Corporate Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG, New
York Branch, as documentation agents (the "Documentation Agents") and the
Lenders named on the signature pages thereto and from time to time parties
thereto (the "Lenders");



<PAGE>
        WHEREAS, in connection with the execution and delivery of the Credit
Agreement, the Borrower, Twelvepole and the Administrative Agent desire to amend
and restate the Existing Deposit Account Agreement in its entirety;

        WHEREAS, as a result of the merger among Reliant, Reliant Merger Sub and
the Sponsor, the Borrower is an indirect wholly-owned subsidiary of Reliant;

        WHEREAS, as of the date hereof, the Borrower is an indirect,
wholly-owned subsidiary of Holdco;

        WHEREAS, Twelvepole is a direct, wholly-owned subsidiary of the
Borrower;

        WHEREAS, the Existing Accounts were established, maintained and operated
pursuant to the Original Deposit Account Agreement and the Existing Deposit
Account Agreement; and

        WHEREAS, the Credit Agreement contemplates the execution, delivery and
implementation of this Agreement to provide, among other things, for the
establishment, if necessary, and the continued maintenance and operation of the
Accounts defined herein pursuant to the terms hereof.

        NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree to amend and restate the Existing Deposit
Account Agreement in its entirety as follows:

                                    ARTICLE I

                                   DEFINITIONS

        As used in this Agreement the following terms have the following
meanings (terms defined in the singular to have the same meaning when used in
the plural and vice versa). All capitalized terms not otherwise defined herein
shall have the meanings attributed to them in the Credit Agreement. The rules of
construction set forth in Section 1.04 of the Credit Agreement shall apply also
to this Agreement.

        "Account Collateral" shall have the meaning ascribed thereto in Section
2.4.

        "Accounts" shall have the meaning ascribed thereto in Section 2.3(b).

        "Actual Operating Costs" shall mean, for any period, the amount of funds
actually expended by a Person in respect of Operating Costs during such period.

        "Administrative Agent" shall have the meaning ascribed to such term in
the first paragraph of this Agreement.

        "Administrative Agent Claims" shall mean all obligations of the
Borrower, now or hereafter existing, to pay the reasonable fees, costs, expenses
and other amounts payable to the



                                       2
<PAGE>
Administrative Agent under the Financing Documents and any instruments or
documents executed and delivered pursuant thereto.

        "Agreement" shall mean this Second Amended and Restated Deposit Account
Agreement, as it may be amended, modified or supplemented from time to time
hereafter.

        "Allowance Purchase" shall mean any purchase of an Allowance as
permitted by and in accordance with the terms of the Credit Agreement.

        "Allowance Purchase Reserve Account" shall have the meaning ascribed
thereto in the Holdco Deposit Account Agreement.

        "Borrower" has the meaning assigned to that term in the first paragraph
of this Agreement.

        "Cash Retention Account" shall have the meaning ascribed thereto in
Section 2.2.

        "Collateral Agent" shall mean Bank of America, N.A., in its capacity as
collateral agent under the Holdco Deposit Account Agreement.

        "Debt Service Account" shall have the meaning ascribed thereto in
Section 2.2.

        "Debt Service Account Shortfall" shall have the meaning ascribed thereto
in Section 5.1(e).

        "Debt Service Reserve Account" shall have the meaning ascribed thereto
in Section 2.2.

        "Debt Service Reserve Requirement Shortfall" shall mean, as of any date,
the amount by which the Debt Service Reserve Requirement exceeds the amount of
funds on deposit in the Debt Service Reserve Account on such date.

        "Debt Service Shortfall Amount" shall have the meaning ascribed thereto
in Section 5.7(a).

        "Distribution Account" shall have the meaning ascribed thereto in
Section 2.2.

        "Distribution Holdback Account" shall have the meaning ascribed thereto
in Section 2.2.

        "Equity Proceeds Account" shall have the meaning ascribed thereto in
Section 2.2.

        "Excess Cash Flow" shall mean, as of any date, any amounts on deposit in
the Revenue Account after all allocations therefrom shall have been made in
accordance with clauses (a) through (i) of Section 5.1 below on such date.

        "Existing Accounts" shall have the meaning set forth in Section 2.2.



                                       3
<PAGE>
        "Extraordinary Proceeds Account" shall have the meaning ascribed thereto
in Section 2.2.

        "Holdco" shall mean Orion Power Capital, LLC, a Delaware limited
liability company and a direct, wholly-owned subsidiary of the Sponsor.

        "Holdco Deposit Account Agreement" shall mean that certain Deposit
Account Agreement, dated as of even date herewith, between Holdco and the
Collateral Agent.

        "Holdco Distribution" shall mean the funds deposited into the Revenue
Account by the Collateral Agent on any Holdco Distribution Date.

        "Holdco Distribution Date" shall mean any date during any Transfer
Period on which the Collateral Agent makes a deposit into the Revenue Account in
accordance with the Holdco Deposit Account Agreement.

        "Insurance Proceeds Account" shall have the meaning ascribed thereto in
Section 2.2.

        "Loan Proceeds Account" shall have the meaning ascribed thereto in
Section 2.2.

        "Notice of Cash Collateral" shall mean a notice of the Borrower to the
Administrative Agent in the form of Exhibit D hereto (i) requesting Cash
Collateral, (ii) setting forth the aggregate amount of such Cash Collateral, and
requesting that the Administrative Agent distribute such amount to the Operating
Account, and (iii) certifying that all the conditions for obtaining Cash
Collateral as set forth in Section 6.07(c) of the Credit Agreement have been
met.

        "Notice of Monthly Deposits and Withdrawals" shall have the same meaning
ascribed thereto in Section 3.1.

        "Notice of Monthly Operating Costs" shall have the meaning ascribed
thereto in Section 3.4.

        "Notice of Operational Prepayment" shall mean a notice from the Borrower
to the Administrative Agent in the form of Exhibit E hereto (i) requesting an
Operational Prepayment, (ii) setting forth the aggregate amount of such
Operational Prepayment, and requesting that the Administrative Agent distribute
such amount to the Operating Account, and (iii) certifying that all the
conditions for such Operational Prepayment set forth in Section 6.07(b) of the
Credit Agreement have been met.

        "Officer's Certificate" shall mean a certificate of a Responsible
Officer of the Borrower delivered to the Administrative Agent as required from
time to time hereby.

        "Operating Account" shall have the meaning ascribed thereto in Section
2.2.

        "Operating Cost Request" shall have the meaning ascribed thereto in
Section 3.2.



                                       4
<PAGE>
        "Operational Prepayment" shall mean any prepayment of an Operating Cost
as permitted by Section 6.07(b) of the Credit Agreement. For the avoidance of
doubt, any prepaid Operating Cost (excluding prepayments under the New Coal
Contracts made on or before December 31, 2002) shall be counted as an Operating
Cost as of the date of payment.

        "Operator Fees" shall mean those amounts payable from time to time to,
or for the account of, the Operator in respect of fees arising under the O&M
Agreement, other than Operator Labor Costs. For the avoidance of doubt, amounts
paid to the Operator for the reimbursement of direct costs paid or payable to
third parties for the performance of operation and maintenance services shall
not be deemed Operator Fees.

        "Operator Labor Costs" shall mean those amounts payable from time to
time to the Operator in respect of salaries, employee benefits, employee
bonuses, labor costs and other compensation (other than Operator Fees)
constituting an Operating Cost described in clause (i) of the definition
thereof.

        "OPNY Administrative Agent" shall have the meaning ascribed thereto in
the Intercreditor Agreement.

        "OPNY Deposit Account Agreement" shall mean that certain Second Amended
and Restated Deposit Account Agreement, dated as of the Restructuring Effective
Date, among OPNY, Erie Boulevard Hydropower, L.P., Carr Street Generating
Station, L.P., Astoria Generating Company, L.P., and Bank of America, N.A., as
administrative agent.

        "Original Credit Agreement" shall have the meaning set forth in the
Recitals to this Agreement.

        "Original Deposit Account Agreement" shall have the meaning set forth in
the Recitals to this Agreement.

        "Overfund Amount" shall have the meaning ascribed thereto in Section
3.4.

        "Prepayment Account" shall have the meaning ascribed thereto in Section
2.2.

        "Prepayment Amounts" shall mean any amounts received from, or on behalf
of, the Borrower in respect of (i) voluntary prepayments of the Loans pursuant
to Section 2.08 of the Credit Agreement, (ii) mandatory prepayments of the Loans
pursuant to Section 2.07 of the Credit Agreement, and (iii) transfers made to
the Prepayment Account pursuant to Section 5.1, 5.4 or 5.7 of the Holdco Deposit
Account Agreement.

        "Receivables" shall have the meaning ascribed to such term in the
Security Agreements.

        "Requested Cash Collateral" shall mean any Cash Collateral requested by
any Borrower Entity as permitted under Section 6.07(c) of the Credit Agreement.



                                       5
<PAGE>
        "Requested Operational Prepayment" shall mean Operational Prepayments
actually requested by any Borrower Entity as permitted under Section 6.07(b) of
the Credit Agreement.

        "Reliant" shall mean Reliant Resources, Inc., a Delaware corporation.

        "Reliant Merger Sub" shall mean Reliant Energy Power Generation Merger
Sub, Inc.

        "Replacement Capital Expenditure Pre-Funding Account" shall have the
meaning ascribed thereto in Section 2.2.

        "Revenue Account" shall have the meaning ascribed thereto in Section
2.2.

        "Scheduled Debt Service Deposit Amount" shall mean, for any given month,
an amount equal to the Debt Service accruing under the Financing Documents
during such month which, for the avoidance of doubt, shall include principal
payments required to be made pursuant to Section 2.07 of the Credit Agreement
but which shall not include any other amounts referenced in Section 5.30 of the
Credit Agreement.

        "Sponsor" shall mean Orion Power Holdings, Inc., a Delaware corporation.

        "Swap Claims" shall mean, as of any date, the net amount of all
obligations of the Borrower, due and payable on such date, to any Swap Bank
under any Interest Hedge Contract and any instruments or documents executed and
delivered pursuant thereto.

        "Transfer Date" shall mean the twenty-fifth day of each month (and, in
the case of February, the twenty-third day of such month), or, if the
twenty-fifth day (or twenty-third, as applicable) of any month is not a Business
Day, the first Business Day immediately preceding the twenty-fifth (or the
twenty-third, as applicable) day of each month.

        "Transfer Period" shall mean the period beginning with each Transfer
Date and ending on the last Business Day before the succeeding Transfer Date.

        "Twelvepole Construction Account" shall have the meaning ascribed
thereto in Section 2.2.

                                   ARTICLE II

                      APPOINTMENT OF ADMINISTRATIVE AGENT;
                              CREATION OF ACCOUNTS

        Section 2.1 Appointment of Administrative Agent.

        (a) Bank of America, N.A. has been appointed to act as Administrative
Agent hereunder pursuant to the Credit Agreement and hereby agrees to receive,
accept and deposit all proceeds of the Advances, Revenues, Insurance Proceeds,
Condemnation Proceeds, Extraordinary Proceeds and all monies, Permitted
Investments and other securities and



                                       6
<PAGE>
instruments required to be deposited into the Accounts in accordance with this
Agreement and any other Financing Document.

        (b) The Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth in this Agreement and in the
Credit Agreement, and no implied covenants, functions or responsibilities shall
be read into this Agreement or otherwise exist against the Administrative Agent.

        Section 2.2 Existing Accounts Each of the following accounts was
established pursuant to the Existing Deposit Account Agreement with the
Administrative Agent (together with any sub-accounts or related investment
accounts, each an "Existing Account" and, collectively, the "Existing
Accounts"):

                (i) a special, segregated account identified as "Orion Power
        MidWest Revenue Account" (the "Revenue Account");

                (ii) a special, segregated account identified as "Orion Power
        MidWest Operating Account" (the "Operating Account");

               (iii) a special, segregated account identified as "Orion Power
        MidWest Loan Proceeds Account" (the "Loan Proceeds Account");

               (iv) a special, segregated account identified as "Orion Power
        MidWest Equity Proceeds Account" (the "Equity Proceeds Account");

               (v) a special, segregated account identified as "Orion Power
        MidWest Debt Service Account" (the "Debt Service Account");

               (vi) a special, segregated account identified as "Orion Power
        MidWest Extraordinary Proceeds Account" (the "Extraordinary Proceeds
        Account");

               (vii) a special, segregated account identified as "Orion Power
        MidWest Insurance Proceeds Account" (the "Insurance Proceeds Account");

               (viii) a special, segregated account identified as "Orion Power
        MidWest Replacement Capital Expenditure Pre-Funding Account" (the
        "Replacement Capital Expenditure Pre-Funding Account");

                (ix) a special, segregated account identified as "Orion Power
        MidWest Debt Service Reserve Account" (the "Debt Service Reserve
        Account");

                (x) a special, segregated account identified as "Orion Power
        MidWest Prepayment Account" (the "Prepayment Account");

                (xi) a special, segregated account identified as "Orion Power
        MidWest Distribution Account" (the "Distribution Account");



                                       7
<PAGE>
               (xii) a special, segregated account identified as "Orion Power
        MidWest Distribution Holdback Account" (the "Distribution Holdback
        Account");

               (xiii) a special, segregated account identified as "Orion Power
        MidWest Cash Retention Account" (the "Cash Retention Account"); and

               (xiv) a special, segregated account identified as "Twelvepole
        Creek, LLC Construction Account" (the "Twelvepole Construction
        Account").

        Section 2.3 Holdco Accounts and Discontinuation of Accounts.

        (a) In addition to the Existing Accounts, certain accounts, including
the Holdco Collection Account and Holdco Distribution Account, will be formed
pursuant to the Holdco Deposit Account Agreement.

        (b) Each of the Equity Proceeds Account, Loan Proceeds Account,
Distribution Account, Distribution Holdback Account, Cash Retention Account and
Twelvepole Construction Account has a zero balance as of the date hereof and is
hereby closed and no additional funds shall be deposited therein (the Existing
Accounts except the Equity Proceeds Account, Loan Proceeds Account, Distribution
Account, Distribution Holdback Account, Cash Retention Account and Twelvepole
Construction Account, each an "Account" and, collectively, the "Accounts").

        (c) Except as specifically set forth herein, each Account shall remain
in the exclusive possession of, and under the sole dominion and control of, the
Administrative Agent and shall be maintained at all times in accordance with the
terms of the Financing Documents until the date on which the Commitments have
been terminated and the Notes, together with interest, and all other Obligations
and the OPNY Obligations have been paid in full. Except as specifically set
forth herein, each Account shall be subject to debit or withdrawal solely by the
Administrative Agent, as provided in this Agreement and no Person shall have any
control over or right of withdrawal from the Accounts. No payments shall be made
out of the Accounts except for the purposes and on the terms provided in this
Agreement and in the Financing Documents. The Borrower hereby irrevocably
authorizes and empowers the Administrative Agent to endorse any check or any
other instrument or security deposited or held in such Accounts to effect a
deposit into such Accounts and, to the extent the Administrative Agent is
permitted pursuant to the other Financing Documents, to apply such funds to the
outstanding Obligations.

        Section 2.4 Accounts as Collateral.

        (a) To secure the payment of the Obligations and the OPNY Obligations
when due pursuant to the Financing Documents, as applicable, each Borrower
Entity has assigned, transferred and pledged to, and granted a security interest
in favor of, the Administrative Agent (for the benefit of the Secured Parties)
pursuant to a Security Agreement, in all of the right, title and interest of
such Borrower Entity which it now possesses or may hereafter obtain, in and to,
among other things, all Revenues, each of the Accounts (and sub-accounts, as the
case may be),



                                       8
<PAGE>
including all monies and Permitted Investments and other securities and
instruments held in such Accounts and sub-accounts, and all other funds held by
the Administrative Agent under this Agreement and all of the proceeds of all the
foregoing (collectively, the "Account Collateral"). Each Borrower Entity agrees
that the Account Collateral, and all rights such Borrower Entity may have with
respect to such Account Collateral, shall be subject to the terms and conditions
of this Agreement and the other Financing Documents.

        (b) Each Borrower Entity agrees that it will not take any actions or
fail to perform any of its duties or obligations under this Agreement so that
after giving effect to such action or inaction the Administrative Agent will not
then, or with the passage of time, cease to have a perfected first priority
security interest in any of the Account Collateral.

        (c) Each Borrower Entity agrees that from time to time, at the expense
of such Borrower Entity, such Borrower Entity will promptly execute and deliver
all further instruments and documents, and take all further action, that may be
necessary, or that the Administrative Agent may reasonably request, in order to
perfect and protect any pledge or security interest granted or purported to be
granted hereby or to enable the Administrative Agent to exercise and enforce its
rights and remedies hereunder with respect to any Account Collateral. Without
limiting the generality of the foregoing, each Borrower Entity will execute and
file, with a copy thereof to the Administrative Agent, such financing or
continuation statements, or amendments thereto, and such other instruments or
notices, as may be necessary, or as the Administrative Agent may reasonably
request, in order to perfect and preserve the pledge, assignment and security
interest granted or purported to be granted hereby.

        (d) Each Borrower Entity hereby authorizes the Administrative Agent to
(but the Administrative Agent shall have no obligation to) file one or more
financing or continuation statements, and amendments thereto, relating to all or
any part of the Account Collateral without the signature of such Borrower Entity
where permitted by law. A photocopy or other reproduction of this Agreement or
any security agreement or financing statement covering the Account Collateral or
any part thereof shall be sufficient as a financing statement where permitted by
law.

        (e) Each Borrower Entity will furnish to the Administrative Agent from
time to time statements and schedules further identifying and describing the
Account Collateral and such other reports in connection with the Account
Collateral as the Administrative Agent may reasonably request, all in reasonable
detail.

        Section 2.5 Accounts and the Administrative Agent. For purposes of this
Agreement, the parties confirm and agree as follows:

        (a) The Administrative Agent confirms and agrees that it is a
"securities intermediary" as defined in Section 8-102(14) of the UCC and a
"Securities Intermediary" as defined in 31 C.F.R. Part 357.2 of the United
States.



                                       9
<PAGE>
        (b) The Administrative Agent hereby agrees, upon the delivery or
transfer of any Account Collateral to the Administrative Agent for deposit in an
Account, to indicate by book entry that such Account Collateral has been
credited to and is carried in the applicable Account and accept such Account
Collateral for credit to the applicable Account.

        (c) Each Borrower Entity confirms and agrees that it has not and will
not (i) permit any of its creditors to obtain control over any Account or such
Borrower Entity's interest in any financial asset credited thereto or carried
therein, or (ii) enter into any agreement, arrangement or understanding with any
other Person relating to any of the Accounts and the financial assets credited
or to be credited thereto or carried or to be carried therein pursuant to which
it has agreed to comply with entitlement orders of such Person.

        (d) Each of the Accounts and the Sub-Accounts shall continue to be
governed by the Securities Account Control Agreement.

                                   ARTICLE III

                               NOTICE REQUIREMENTS

        Section 3.1 Monthly Notice of Deposits and Withdrawals; Confirmation of
Transfers. Following the date on which funds are first deposited in any Account,
the Administrative Agent shall, upon the request of any Secured Party or the
Borrower and in any event on or before the tenth (10th) day of each calendar
month, notify the Borrower and, if requested by a Secured Party, such Secured
Party in the form of Exhibit A hereto (each, a "Notice of Monthly Deposits and
Withdrawals") of the amounts deposited and withdrawn, if any, from the Accounts
(including any earnings thereon) during the preceding calendar month.

        Section 3.2 Operating Cost Request. The Borrower shall be permitted to
deliver, from time to time (but in no event more frequently than once per
calendar week), an Operating Cost Request to the Administrative Agent in the
form of Exhibit B hereto (each, an "Operating Cost Request") which (a) sets
forth the amount of funds requested to be disbursed from the Revenue Account
and/or the Replacement Capital Expenditure Pre-Funding Account, as the case may
be, and deposited into the Operating Account for the payment of Operating Costs,
Requested Cash Collateral and, without duplication, Requested Operational
Prepayments, and (b) certifies as to the matters set forth in such Operating
Cost Request and, if Requested Cash Collateral and/or Requested Operational
Prepayments are included in such notice, as to the matters set forth in Exhibit
D and/or Exhibit E hereto, as the case may be, as of the date of delivery
thereof; provided, that Operating Costs shall not include amounts attributable
to Allowance Purchases, and the Borrower shall not have any right to any
distributions of such amounts hereunder, until 100% of the amount on deposit in
the Allowance Purchase Reserve Account has been used to make Allowance
Purchases.



                                       10
<PAGE>
        Section 3.3 Notice of Cash Collateral; Notice of Operational Prepayment.
In addition to requests for Requested Cash Collateral and Requested Operational
Prepayments in connection with delivery of an Operating Cost Request pursuant to
Section 3.2, the Borrower shall be permitted to deliver, from time to time
during any calendar week (but, in any event, no more than once per calendar
week), a Notice of Cash Collateral and/or a Notice of Operational Prepayment to
the Administrative Agent.

        Section 3.4 Notice of Monthly Operating Costs. The Borrower shall, on or
prior to the tenth (10th) Business Day of each month, deliver a notice to the
Administrative Agent in the form of Exhibit C hereto (each, a "Notice of Monthly
Operating Costs") setting forth, among other things, (a) the amount of deposits
into the Operating Account in the immediately preceding month, minus (b) the sum
of Actual Operating Costs, Requested Operational Prepayments (without
duplication of Actual Operating Costs) and Requested Cash Collateral actually
paid by the Borrower Entities during the previous month (the resulting positive
result, if any, the "Overfund Amount").

                                   ARTICLE IV

                             DEPOSITS INTO ACCOUNTS

        Section 4.1 Deposit of Revolving Advances. Promptly upon receipt and in
any event, on the Business Day received or, if received on any day after 3:00
p.m. (New York time), on the next succeeding Business Day after receipt from the
Revolving Lenders, the proceeds of all Revolving Advances, shall, upon
fulfillment of the applicable conditions precedent set forth in Article III of
the Credit Agreement, be deposited by the Administrative Agent into the
Operating Account.

        Section 4.2 Deposit of Revenues. Except as otherwise expressly provided
herein, each Borrower Entity shall irrevocably direct all parties which are, or
may be, obligated to pay Revenues or any other amount to such Borrower Entity to
make all payments of Revenues and such other amounts directly to the
Administrative Agent. The Administrative Agent shall deposit all Revenues and
such other amounts received from, or on behalf of, the Borrower or Twelvepole
(including distributions from any Holdco Account designated for deposit in the
Revenue Account, including all such distributions made pursuant to Section 5.1
of the Holdco Deposit Account Agreement) into the Revenue Account.

        Section 4.3 Deposit of Extraordinary Proceeds. All Extraordinary
Proceeds which are received by any Borrower Entity or any Secured Party shall be
transferred by such party to the Administrative Agent for deposit into the
Extraordinary Proceeds Account (in each case, net of all costs and expenses, if
any, associated therewith).

        Section 4.4 Deposit of Insurance Proceeds. Each Borrower Entity shall
pay, or cause to be paid, all Insurance Proceeds and all proceeds of any
business interruption Insurance Policy received by such Borrower Entity directly
to the Administrative Agent. Promptly upon receipt thereof, the Administrative
Agent shall deposit the proceeds of any business interruption



                                       11
<PAGE>
Insurance Policy into the Revenue Account. Promptly upon receipt thereof, the
Administrative Agent shall deposit all Insurance Proceeds which do not
constitute Extraordinary Proceeds, if any, into the Insurance Proceeds Account.

Section 4.5 Deposit of Prepayment Amounts. Promptly upon receipt thereof by the
Administrative Agent, the Administrative Agent shall deposit all Prepayment
Amounts (net of all Funding Breakage Costs, net costs incurred under any
Interest Hedge Contract, and all other costs and expenses then due and payable
to any Secured Party as expressly provided in any Financing Document in
connection therewith) into the Prepayment Account.

        Section 4.6 Information to Accompany Amounts Delivered to the
Administrative Agent, Deposits Irrevocable.

        (a) All amounts transferred by Holdco or any Borrower Entity or Secured
Party to the Administrative Agent shall be accompanied by a written direction of
such Person specifying in reasonable detail the source of such amounts and the
Account or Accounts (including the number of such Account or Accounts) into
which such amounts are to be deposited.

        (b) All amounts transferred to the Administrative Agent hereunder shall
be made by federal wire transfer in immediately available funds to Bank of
America, N.A. (ABA No. 1110-0001-2) indicating the appropriate account.

        (c) Any deposit made into any Account shall, absent manifest error, be
irrevocable and the amount of such deposit plus any investment earnings thereon
shall be held by the Administrative Agent and applied, invested and transferred
solely as provided herein and in the Credit Agreement.

        (d) The Administrative Agent shall have no obligation to verify the
accuracy or the adequacy of the sources or amounts transferred to it pursuant to
subsection (a) of this Section 4.6 and shall be entitled to rely on the written
directions accompanying such transfers.

        (e) With respect to any amount received by the Administrative Agent
without the information required in subsection (a) above, the Administrative
Agent shall cause such amount to be deposited into the Revenue Account and held
by the Administrative Agent and applied, invested and transferred solely as
provided herein; provided, that, prior to depositing such amount into the
Revenue Account the Administrative Agent shall notify Holdco and each Borrower
Entity and, if required or appropriate, any Secured Party, as appropriate, of
the receipt of such funds and request written direction as to the source of such
funds and the manner in which such funds are to be allocated. If Holdco or such
Borrower Entity or Secured Party, as appropriate, does not respond with an
Officer's Certificate setting forth the information described in Section 4.6(a)
above within five days from the date of effective delivery of such written
notice, the Administrative Agent shall send a notice to Holdco, the Borrower
Entities and the Secured Parties informing such parties of the receipt of such
funds and requesting written direction as to the source of such funds and the
manner in which such funds are to be allocated; provided, further, that, if the
Administrative Agent does not receive any such written direction



                                       12
<PAGE>
from Holdco, the relevant Borrower Entity or Secured Parties within 30 days
after the making of such request, it shall automatically allocate such funds as
if such funds were Revenues.

        Section 4.7 Books of Account; Statements. The Administrative Agent shall
maintain books of account on a cash basis and record therein all deposits into
and transfers to, from and between the Accounts and all investment transactions
effected by the Administrative Agent, pursuant to Article V hereof. The
Administrative Agent shall make such books of account available during normal
business hours for inspection and audit by the Borrower and the Secured Parties
and their respective representatives upon reasonable prior notice.

                                    ARTICLE V

                            ALLOCATIONS FROM ACCOUNTS

        Section 5.1 Allocations From the Revenue Account. The Administrative
Agent shall transfer funds available in the Revenue Account as follows:

        (a) As soon as practicable, but in no event later than the third (3rd)
Business Day after receipt of an Operating Cost Request, Notice of Cash
Collateral and/or Notice of Operational Prepayment, the Administrative Agent
shall withdraw funds from the Revenue Account and shall deposit into the
Operating Account the amount set forth by the Borrower in clause (d) of such
Operating Cost Request, or in such Notice of Cash Collateral and/or Notice of
Operational Prepayment.

        (b) As soon as practicable, but in no event later than the third (3rd)
Business Day after receipt of (i) an Officer's Certificate of the Borrower
certifying that an additional amount is required for Operating Costs of the
Borrower Entities, (ii) a Notice of Cash Collateral or (iii) a Notice of
Operational Prepayment, the Administrative Agent shall withdraw the amount set
forth in such Officer's Certificate or notice, as applicable, from the Revenue
Account, to the extent of available funds, and deposit such funds into the
relevant Operating Account; provided, that, for so long as funds sufficient to
make Allowance Purchases are on deposit in the Allowance Purchase Reserve
Account, the Borrower shall not request withdrawals for, and Administrative
Agent shall not withdraw or transfer amounts with respect to, amounts
attributable to Allowance Purchases.

        (c) On any Business Day specified in a notice (which specified date
shall be at least five (5) Business Days after the date of such notice) provided
by the Borrower to the Administrative Agent pursuant to Section 2.08(a) of the
Credit Agreement, so long as the Borrower, contemporaneously with such notice,
provides to the Administrative Agent an Officer's Certificate certifying that
the Borrower intends to repay a stated amount of Revolving Loans which stated
amount was used exclusively to pay Operating Costs, the Administrative Agent
shall withdraw such amount from the Revenue Account and pay it directly to the
Revolving Lenders under and in accordance with Section 2.08 of the Credit
Agreement.

        (d) On any Business Day that any amount (other than any amount referred
to in clause (e) of this Section 5.1) is due and payable by the Borrower to any
Secured Party under any



                                       13
<PAGE>
Financing Document, the Administrative Agent shall withdraw funds from the
Revenue Account (after making any pending withdrawals required under clauses (a)
through (c) of this Section 5.1), to the extent of available funds, and pay such
amount to such Secured Party. Upon receipt of an Officer's Certificate of the
Borrower (which shall be provided by the Borrower to the Administrative Agent at
least five (5) Business Days prior to the date on which any payment referred to
in this sentence is proposed to be made) certifying that it desires to prepay a
principal amount of the Revolving Loans pursuant to Section 2.08(a) of the
Credit Agreement, the Administrative Agent shall withdraw such amount from the
Revenue Account, to the extent of available funds, and deposit such funds into
the Prepayment Account.

        (e) On each Transfer Date, the Administrative Agent shall withdraw funds
to the extent of amounts then available in the Revenue Account (after making any
pending withdrawals required under clauses (a) through (d) of this Section 5.1)
and shall deposit into the Debt Service Account funds up to an amount equal to
the Scheduled Debt Service Deposit Amount applicable to the immediately
succeeding month; provided however, that in the event funds on deposit in the
Revenue Account on such Transfer Date are insufficient to fund the Scheduled
Debt Service Deposit Amount applicable to the succeeding month (any such
insufficiency together with any other similar insufficiencies from prior months
which has not as of such date been deposited into the Debt Service Account, the
"Debt Service Account Shortfall"), the Borrower shall, to the extent funds are
available in the Revenue Account, deposit in such succeeding month, out of funds
then available in the Revenue Account (after making any pending withdrawals
required under clauses (a) through (d) of this Section 5.1) an additional amount
pursuant to this clause (e) up to such Debt Service Account Shortfall on the
Transfer Date of such succeeding month.

        (f) On each Transfer Date, the Administrative Agent shall withdraw funds
out of amounts then available in the Revenue Account (after making any pending
withdrawals required under subsections (a) through (e) of this Section 5.1) up
to an amount equal to any Debt Service Reserve Requirement Shortfall and shall
deposit such funds into the Debt Service Reserve Account.

        (g) On each Transfer Date, the Administrative Agent shall withdraw funds
from amounts then available in the Revenue Account (after making any pending
withdrawals required under subsections (a) through (f) of this Section 5.1) in
an amount equal to the Operator Fees applicable to the month then ending, as
such amount shall have been certified by the Borrower to the Administrative
Agent on or prior to such Transfer Date and shall deposit such amount into the
relevant Operating Account. If funds available on any Transfer Date are
insufficient to pay all Operator Fees on such Transfer Date, the Administrative
Agent shall deposit into the Operating Account an additional amount on the
immediately succeeding Transfer Date(s) equal to each such insufficiency until
each such insufficiency shall have been paid in full.

        (h) Notwithstanding the terms of the foregoing clauses (a) through (g)
of this Section 5.1, in the event of an Emergency in respect of any Portfolio
Asset, the Administrative Agent shall, within three (3) Business Day of receipt
of notice from the Borrower requesting funds for the remediation of the
conditions giving rise to or the payment or reimbursement of any costs or
expenses arising in response to such Emergency, withdraw funds from the Revenue
Account and


                                       14
<PAGE>
shall deposit into the relevant Operating Account the amount set forth in such
notice pursuant to, Section 5.11(e) of the Credit Agreement. Each Borrower
Entity hereby covenants to apply all such funds exclusively for the payment of
costs directly relating to the remediation of the conditions giving rise to such
Emergency or to reimburse any costs or expenses actually incurred in respect of
such Emergency.

        (i) On each Holdco Distribution Date, the Administrative Agent shall
withdraw the Holdco Distribution from the Revenue Account and make any pending
payments or withdrawals not already made during the current Transfer Period
under subsections (a) through (h) above due to a shortfall of funds in any
Account or Subaccount.

        (j) On each Transfer Date, the Administrative Agent shall withdraw funds
from amounts then available in the Revenue Account (after making any pending
withdrawals required under subsections (a) through (h) of this Section 5.1) in
an amount equal to 100% of the Excess Cash Flow then on deposit in the Revenue
Account and shall deposit such funds into the Holdco Collection Account.

        On the Restructuring Effective Date, the Administrative Agent shall
withdraw all remaining funds in the Revenue Account, after making all payments
required to be made out of the Revenue Account on the Restructuring Effective
Date pursuant to the Restructuring Effective Date Letter Agreement, and apply
such funds to repay Revolving Loans on such date and in connection therewith,
the Administrative Agent shall pay such amounts directly to the Revolving
Lenders under and in accordance with Section 2.08 of the Credit Agreement.

        Section 5.2 Allocations from Operating Account. The Borrower shall be
permitted to withdraw and transfer funds on deposit from time to time in the
Operating Account. The Borrower hereby covenants to apply all such withdrawn or
transferred funds exclusively for the payment of (a) Operating Costs (which, to
the extent that they are Operating Costs of Twelvepole, shall be deemed funded
pursuant to the terms of the Twelvepole Intercompany Agreement) or (b) Cash
Collateral payments; provided, that, for so long as funds sufficient to make
Allowance Purchases are on deposit in the Allowance Purchase Reserve Account,
the Borrower shall not be permitted to withdraw from the Operating Account
amounts attributable to Allowance Purchases.

        Section 5.3 Allocations From the Debt Service Account. On each Business
Day on which Debt Service is due and payable by the Borrower, the Administrative
Agent shall withdraw funds from the Debt Service Account and shall, on behalf of
the Borrower, pay (a) to each Lender, such Lender's respective Pro Rata Share of
such Debt Service, (b) to each Swap Bank, the net amounts due and payable under
the Interest Hedge Contract to which such Swap Bank is a party and (c) to each
Secured Party, all Fees due and payable to such Secured Party (to the extent not
previously disbursed to such Secured Party pursuant to this Section 5.3 or
clause (e) of Section 5.1).

        Section 5.4 Allocations From the Extraordinary Proceeds Account. On any
Business Day on which the Extraordinary Proceeds Account shall have a positive
balance, the


                                       15
<PAGE>
Administrative Agent shall withdraw all amounts on deposit in the Extraordinary
Proceeds Account and shall pay to each Acquisition Lender, such Acquisition
Lender's Pro Rata Share of such amount as a prepayment of its outstanding
Acquisition Loan Advances; provided, that if such payment would result in the
incurrence of Funding Breakage Costs, such amounts shall not be released from
the Prepayment Account until the earliest date on which such amounts could be
paid without causing such Funding Breakage Costs to be incurred.

        Section 5.5 Allocations from the Insurance Proceeds Account.

        (a) Upon receipt of a notice from the Borrower pursuant to Section
7.1(a) below that the Borrower has elected to apply Insurance Proceeds to the
reinstatement, reconstruction, repair or replacement of damaged Portfolio
Asset(s), the Administrative Agent shall withdraw funds from the Insurance
Proceeds Account in the amount of, and as directed by, the Borrower for the
payment of the costs associated with such reinstatement, reconstruction, repair
or replacement. Upon receipt of a notice from the Borrower pursuant to Section
7.1(a) below that the Borrower has elected not to apply the Insurance Proceeds
to the reinstatement, reconstruction, repair or replacement of the affected
Portfolio Asset(s), the Administrative Agent shall withdraw the Insurance
Proceeds from the Insurance Proceeds Account and deposit such funds into the
Prepayment Account.

        (b) In the event that the Borrower has satisfied the requirements set
forth in Section 7.1(b) below, the Administrative Agent shall withdraw the
applicable Insurance Proceeds from the Insurance Proceeds Account in the amount
of, and as directed by, the Borrower for the payment of the costs associated
with the reconstruction, repair or replacement of the relevant Portfolio Assets.
If the Required Lenders direct the Administrative Agent to withhold consent to
the reconstruction, repair or replacement of any Portfolio Asset pursuant to
Section 7.1(b) (after giving effect to the Borrower's right of resubmission
contained in such Section), the Administrative Agent shall withdraw the
applicable Insurance Proceeds from the Insurance Proceeds Account and deposit
such funds into the Prepayment Account.

        (c) Upon the occurrence of any event described in Section 7.1(c) below
in relation to any Portfolio Asset, the Administrative Agent shall withdraw the
Insurance Proceeds in respect of such Portfolio Asset from the Insurance
Proceeds Account and deposit such funds into the Prepayment Account.

        Section 5.6 Allocations From the Replacement Capital Expenditure
Pre-Funding Account. In the event that any Operating Cost Request, Notice of
Cash Collateral or Notice of Operational Prepayments shall include a request
that any funds in respect of Operating Costs, Requested Cash Collateral or
Requested Operational Prepayments, as the case may be, be withdrawn from the
Replacement Capital Expenditure Pre-Funding Account and there are any funds on
deposit in the Replacement Capital Expenditure Pre-Funding Account, the
Administrative Agent shall, as soon as practicable, but in no event later than
three (3) Business Days after receipt of such Operating Cost Request, withdraw
funds from the Replacement Capital Expenditure Pre-Funding Account in the amount
set forth in such Operating Cost



                                       16
<PAGE>
Request, Notice of Cash Collateral or Notice of Operational Prepayments and
shall deposit such funds into the Operating Account.

        Section 5.7 Allocations From the Debt Service Reserve Account.

        (a) The Administrative Agent shall withdraw from the Debt Service
Reserve Account any amount due and payable with respect to Debt Service of the
Borrower to the extent that sufficient funds are not available in the Debt
Service Account to pay such amount pursuant to Section 5.3 (the amount of such
deficiency being the "Debt Service Shortfall Amount") and, on behalf of the
Borrower, transfer such Debt Service Shortfall Amount into the Debt Service
Account for application in accordance with Section 5.3 above.

        (b) In the event that funds on deposit in the Debt Service Reserve
Account are less than the Debt Service Shortfall Amount, the Administrative
Agent shall apply the amount received by it in the following order of priority:
first, to the payment of any Fees that are due and payable by the Borrower to
any Secured Party under any Financing Document; second, to any interest payment
that is due and payable by the Borrower on the Obligations; and third, to any
other amount that is due and payable by the Borrower on the Obligations.

        (c) On the Final Maturity Date, the Administrative Agent shall withdraw
all amounts then on deposit in the Debt Service Reserve Account and deposit such
funds into the Prepayment Account, for application in accordance with Section
5.8 below.

        Section 5.8 Allocations From the Prepayment Account. On any Business Day
on which the Prepayment Account shall have a positive balance, the
Administrative Agent shall withdraw all amounts on deposit in the Prepayment
Account and shall pay to each Acquisition Lender, such Acquisition Lender's Pro
Rata Share of such amount; provided, that if such payment would result in the
incurrence of Funding Breakage Costs, such amounts shall not be released from
the Prepayment Account until the earliest date on which such amounts can be paid
without causing such Funding Breakage Costs to be incurred.

        Section 5.9 Payments To Secured Parties. The Administrative Agent shall
pay any amounts due to any Secured Party by wire transfer in immediately
available funds pursuant to the payment instructions supplied by such Secured
Party. If the amounts required to be transferred by the Administrative Agent on
any Business Day have been deposited into the appropriate Account(s) by 10:00
a.m. (New York time) on such Business Day, the Administrative Agent shall make
the required transfers by 12:00 p.m. (New York time) on the same Business Day,
if such amounts are deposited after 10:00 a.m. (New York time), but before 12:00
p.m. (New York time), the Administrative Agent shall make the required transfers
by 4:00 p.m. (New York time) on the same Business Day, and if such amounts are
deposited after 12:00 p.m. (New York time), the Administrative Agent shall make
the required transfers by 12:00 p.m. (New York time) on the next succeeding
Business Day.

        Section 5.10 Defaults. Notwithstanding any other provision contained in
this Agreement, upon receipt by the Administrative Agent of written notice from
the Borrower or any



                                       17
<PAGE>
Secured Party that a Default or an Event of Default shall have occurred and be
continuing, the Administrative Agent may distribute the funds in the Accounts in
accordance with the terms of this Agreement until such Default or Event of
Default has been cured or otherwise is no longer continuing or has been waived
in accordance with the Credit Agreement.

                                   ARTICLE VI

                            INVESTMENTS AND VALUATION

        Section 6.1 Investments. Twelvepole hereby authorizes the Borrower to
elect Permitted Investments for the funds on deposit from time to time in
Twelvepole's accounts. Prior to the occurrence of any Default or Event of
Default, any amounts held by the Administrative Agent in any of the Accounts
shall be invested by the Administrative Agent from time to time, at the risk and
expense of the relevant Borrower Entity, solely in such Permitted Investments as
the Borrower shall direct (or, so long as any Default or Event of Default shall
have occurred and be continuing, as the Administrative Agent may in its
discretion select). The Borrower shall select Permitted Investments having such
maturities as shall cause each Account to have a cash balance as of any day
sufficient to cover the transfers to be made from such Account on such day in
accordance with this Agreement. In the event that the cash balance in any
Account is as of any day insufficient to cover the transfers to be made from
such Account on such day, the Administrative Agent may (but shall not be
obligated to) sell or liquidate the Permitted Investments held in such Account
(without regard to maturity date) in such manner as the Administrative Agent may
reasonably deem necessary in order to obtain cash at least sufficient to make
such transfers and to pay any expenses and charges incurred in connection with
effecting any such sale or liquidation, which expenses and charges the
Administrative Agent shall be authorized to pay with cash on deposit in such
Account. The Administrative Agent shall not be liable to any Person for any loss
suffered because of any such sale or liquidation other than by reason of its
willful misconduct or gross negligence.

        Section 6.2 Income or Gain. Any interest, investment income or gain
realized as a result of any Permitted Investments held in the Accounts (net of
the expenses incurred in connection with making such Permitted Investments)
shall be deposited into the Revenue Account on each Transfer Date and applied or
reinvested as provided herein. The Administrative Agent shall have no liability
for any loss resulting from any such Permitted Investment other than by reason
of its willful misconduct or gross negligence.

        Section 6.3 Value. Cash and securities on deposit from time to time in
the Accounts shall be valued by the Administrative Agent, as the case may be, as
follows:

        (a) cash shall be valued at the face amount thereof, and

        (b) securities shall be valued at the market value thereof.

        Section 6.4 Taxes. It is acknowledged by the parties hereto that all
interest and other investment income earned on amounts on deposit in the
Accounts for federal, state and local



                                       18
<PAGE>
income tax purposes shall be attributed to the Borrower. The Borrower shall be
responsible for determining any requirements for paying taxes or reporting or
withholding any payments for tax purposes hereunder. The Borrower shall prepare
and file all tax information required with respect to the Accounts and without
limiting Section 2.12 of the Credit Agreement, the Borrower agrees to indemnify
and hold the Administrative Agent harmless against all liability for tax
withholding and/or reporting for any payments. Such indemnities shall survive
the termination or discharge of this Agreement or resignation of the
Administrative Agent. The Administrative Agent shall not have any obligation
with respect to the making of or the reporting of any payments for tax purposes
other than to the extent it is provided with monies and/or the reports in
respect thereof.

                                   ARTICLE VII

                        APPLICATION OF INSURANCE PROCEEDS

        Section 7.1 Insurance Failure. So long as the Credit Agreement is in
effect and any Lender shall have any Commitment outstanding thereunder, and
until the Notes, together with interest and all other Obligations are
indefeasibly paid in full and the DLC Letter of Credit has been terminated:

        (a) In the case of damage to any portion of the Portfolio Assets for
which any Borrower Entity receives, or has the right to receive, Insurance
Proceeds in an amount up to $10,000,000 per occurrence or, in respect of all
Borrower Entities, $20,000,000 in the aggregate, which shall have previously
been deposited in the Insurance Proceeds Account, the Borrower may elect to use
such Insurance Proceeds for the reinstatement, reconstruction, repair or
replacement of the damaged Portfolio Asset(s). The Borrower shall notify the
Administrative Agent of such election, and the Administrative Agent, when
available for disbursement, shall disburse the requested amount from the
Insurance Proceeds Account pursuant to Section 5.5(a) hereof. In the event that
the Borrower shall elect not to apply the Insurance Proceeds to the
reinstatement, reconstruction, repair or replacement of the damaged Portfolio
Asset(s), the Administrative Agent shall withdraw the available Insurance
Proceeds from the Insurance Proceeds Account and deposit such amount into the
Prepayment Account in accordance with Section 5.5(a).

        (b) In the case of damage to any portion of the Portfolio Assets for
which any Borrower Entity receives, or has the right to receive, Insurance
Proceeds in an amount in excess of $10,000,000 per occurrence or, in respect of
all Borrower Entities, $20,000,000 in the aggregate, but less than $30,000,000
in the aggregate in all instances, which shall have previously been deposited in
the Insurance Proceeds Account, the Borrower shall deliver to the Administrative
Agent within 45 days after any Borrower Entity shall have obtained actual
knowledge of such damage:

                (i) a breakdown of the nature and extent of damage incurred in
        reasonable detail;



                                       19
<PAGE>
               (ii) a bona fide assessment from a contractor reasonably
        acceptable to the Administrative Agent, (after consultation with the
        Independent Engineer) estimating the costs and time frame necessary to
        repair the damaged or affected portion of the Portfolio Assets in order
        for such portion to operate at, or to be capable of operating at,
        substantially the same level at which it operated prior to the loss;

               (iii) a demonstration to the reasonable satisfaction of the
        Administrative Agent (after consultation with the Independent Engineer)
        that the Borrower has sufficient funds from the proceeds of insurance
        and any other sources or has provided reasonable evidence to the
        Administrative Agent of a contractual right to receive such funds to pay
        for the proposed reconstruction, repair or replacement;

               (iv) evidence that none of the existing Project Contracts has
        been terminated as a result of such damage (other than those which have
        been, or are being, diligently replaced by other acceptable agreements
        in accordance with the requirements set forth in the Credit Agreement)
        during such reconstruction, repair or replacement (except for those
        Project Contracts (A) which have expired pursuant to their terms or are
        otherwise not intended to be in effect at such time and (B) whose
        termination would not reasonably be expected to result in a Material
        Adverse Effect taking into account any available sources of funds to the
        Borrower Entities (including business interruption insurance) and
        efforts to replace such Project Contract); provided, that all applicable
        Insurance Policies remain in full force and effect; and

               (v) a demonstration to the reasonable satisfaction of the
        Administrative Agent, that at the completion of such reconstruction,
        repair or replacement no Default or Event of Default would reasonably be
        expected to occur or exist.

        The Administrative Agent may request confirmation or reports from the
Independent Engineer with respect to the information provided by the Borrower
pursuant to clauses (i), (ii) and (iii) above. The Administrative Agent, acting
at the direction of the Required Lenders in accordance with this Section 7.1,
will have the right to withhold its consent to any such proposed reconstruction,
repair or replacement, if the Borrower fails to reasonably satisfy any of the
clauses (i) through (v) above. In the event that such consent is withheld, the
Administrative Agent shall notify the Borrower as to the basis for withholding
such consent. The Borrower shall be entitled, within thirty (30) days after
receipt of such notification from the Administrative Agent to make one or more
resubmissions of the information and documentation required by this Section
7.1(b). If the Administrative Agent shall be directed by the Required Lenders in
accordance with this Section 7.1 to withhold consent to any resubmitted request,
the Administrative Agent shall apply such Insurance Proceeds in accordance with
Section 2.07 of the Credit Agreement.

        In the event the Borrower receives the above-mentioned consent of the
Administrative Agent, the Borrower shall have the right to provide written
notice(s) to direct the Administrative Agent to transfer such Insurance Proceeds
in accordance with such written notice(s). The Borrower agrees to apply such
Insurance Proceeds as described above and to proceed diligently



                                       20
<PAGE>
and in good faith with the reinstatement, reconstruction, repair or replacement,
as the case may be, of the damaged part of the Portfolio Assets, and the
Independent Engineer, on behalf of the Lenders, will have the right to observe
and inspect such reconstruction, repair or replacement.

        (c) If (i) the damage to the Portfolio Assets is in excess of
$30,000,000 in the aggregate, (ii) the Borrower gives notice that it will not
reinstate, reconstruct, repair or replace the damaged Portfolio Assets, (iii)
the Borrower fails to obtain the consent of the Administrative Agent in
accordance with paragraph (b) above within 45 days of such damage (as such
period may be extended pursuant to the penultimate paragraph of this Section
7.1(b)), (iv) after receiving such consent, the Borrower does not proceed to
reinstate, reconstruct, repair or replace the damaged Portfolio Assets with
diligence and in accordance with the Project Contracts, the Financing Documents
and applicable Requirements of Law or (v) the Borrower terminates such
reinstatement, reconstruction, repair or replacement, the Administrative Agent
shall, unless otherwise directed by the Required Lenders, withdraw the Insurance
Proceeds then on deposit in the Insurance Proceeds Account in respect of such
damaged Portfolio Assets and deposit such amount into the Prepayment Account in
accordance with Section 5.5(c).

                                  ARTICLE VIII

                         REPRESENTATIONS AND WARRANTIES

        Section 8.1 Representations and Warranties. Each Borrower Entity
represents and warrants as follows:

        (a) Each of the Borrower Entities is the beneficial owner of the Account
Collateral delivered by or for the account of such Borrower Entity free and
clear of all Liens, except for Permitted Liens. No effective financing statement
or other document similar in effect covering all or any part of the Account
Collateral made by, consented to by or known by the Borrower Entities is on file
in any recording office, except such as may have been filed (i) in favor of the
Administrative Agent or (ii) describing assets subject to a Permitted Lien.

        (b) None of the Borrower Entities conducts business under any name or
tradenames other than its full name as specified in the Recitals to this
Agreement.

        (c) The security interests purported to be created in the Account
Collateral by this Agreement in favor of the Administrative Agent (for the
benefit of the Secured Parties) upon making the filings and taking the other
actions contemplated by Section 3.01(r) and 4.14 of the Credit Agreement, will
constitute valid, first priority perfected Liens on and security interests in
all the Account Collateral (subject only to Permitted Liens).

        (d) No Governmental Approvals or other approvals, registrations,
notarizations, recordings or filings are required which have not been obtained
or made in connection with (i) the creation in favor of the Administrative Agent
(for the benefit of the Secured Parties) of the Liens purported to be created
pursuant hereto or to the Security Agreements, (ii) the validity and
enforceability of this Agreement and such Liens, (iii) creation and maintenance
of the first



                                       21
<PAGE>
priority and perfection of such Liens or (iv) the exercise by the Secured
Parties, in accordance with the Financing Documents, of their rights and
remedies under this Agreement; provided, that the foregoing representation and
warranty shall not apply to Governmental Approval required to be obtained by the
Administrative Agent or any Lender.

                                   ARTICLE IX

                                    COVENANTS

Section 9.1    Covenants.  Each Borrower Entity agrees that:

        (a) Collections of Receivables and Payments Under Assigned Agreements.

               (i) It shall notify each Project Party and each account debtor or
        obligor under the Receivables of the assignment thereof to the
        Administrative Agent, and instruct each of them that all payments due or
        to become due and all amounts payable to such Borrower Entity under any
        Project Contract or otherwise shall, until the Notes, together with
        interest and all other Obligations are paid in full, be made, if made by
        wire transfer, directly to the appropriate Account or sub-account
        specified in this Agreement.

               (ii) If such Borrower Entity shall receive directly from a
        Project Party or from any account debtor or other obligor under any
        Receivable any Revenues or Receivables, such Borrower Entity shall
        receive such payments in constructive trust for the benefit of the
        Administrative Agent as security for the payment and performance of the
        Obligations, shall segregate such payments from its other funds and
        shall promptly (and in any event within three (3) Business Days of
        receipt thereof) transfer such payments to the Administrative Agent in
        the same form as so received (with any necessary endorsement).

        (b) Defense of Account Collateral. Such Borrower Entity shall defend its
Account Collateral against all claims and demands of all Persons (other than the
Administrative Agent and the other Secured Parties and any other Person holding
any Permitted Lien) claiming an interest in any of Account Collateral.

        (c) Location of Office; Jurisdiction of Formation. Such Borrower Entity
shall keep its place of business and chief executive office and the office where
it keeps its records concerning the Account Collateral, at the address for the
Borrower specified in the Credit Agreement; or, upon 30 days' prior written
notice to the Administrative Agent, at such other location in a jurisdiction
where all action required by Section 2.4 shall have been taken with respect to
the Account Collateral. Such Borrower Entity shall provide the Administrative
Agent 30 days' prior written notice of any change in its jurisdiction of
formation.

        (d) Disposition of Account Collateral. No Borrower Entity shall sell,
assign (by operation of law or otherwise) or otherwise dispose of any of the
Account Collateral, or create or suffer to exist any Lien upon or with respect
to any of the Account Collateral, except (i) for the




                                       22
<PAGE>
security interest created by this Agreement and (ii) as otherwise expressly
permitted by this Agreement or the Credit Agreement.

                                    ARTICLE X

                              ADMINISTRATIVE AGENT

        Section 10.1 Administrative Agent Appointment. Bank of America, N.A. has
been appointed by the Secured Parties to act as the Administrative Agent
hereunder. With respect to matters relating to the Administrative Agent, the
provisions of Article VIII of the Credit Agreement with respect to the
Administrative Agent are incorporated herein mutatis mutandis as if fully set
forth herein.

        Section 10.2 Ambiguity or Inconsistency in Security Documents with
Proposed Actions. If, with respect to a proposed action to be taken by it, the
Administrative Agent shall determine in good faith that the provisions of this
Agreement or any other Security Document relating to the functions or
responsibilities or discretionary powers of the Administrative Agent are or may
be ambiguous or inconsistent, the Administrative Agent shall notify the Secured
Parties, identifying the proposed action and the provisions that it considers
are or may be ambiguous or inconsistent, and may decline either to perform such
function or responsibility or to exercise such discretionary power unless it has
received written confirmation that the Required Lenders concur in the
circumstances that the action proposed to be taken by the Administrative Agent
is consistent with the terms of this Agreement or is otherwise appropriate. The
Administrative Agent shall be fully protected in acting or refraining from
acting upon the confirmation of the Required Lenders in this respect, and such
confirmation shall be binding upon the Administrative Agent and the other
Secured Parties.

        Section 10.3 Right and Duties. The Administrative Agent shall be
protected in acting and may rely exclusively upon any written notice,
certificate, instruction, request or other paper or document, as to the due
execution thereof and the validity and effectiveness of the provisions thereof
and as to the truth of any information therein contained. The Administrative
Agent shall not be liable for any error of judgment or for any act done or step
taken or omitted except in the case of its gross negligence or willful
misconduct.

                                   ARTICLE XI

                   EXERCISE OF RIGHTS UNDER SECURITY DOCUMENTS

        Section 11.1 Actions Upon an Event of Default. Upon the occurrence and
during the continuance of an Event of Default and upon written request of the
Required Lenders, the Administrative Agent shall be permitted and is hereby
authorized to take any and all actions and to exercise any and all rights,
remedies and options which it may have under the Security Documents, in each
case, to the maximum extent permitted under Requirements of Law.



                                       23
<PAGE>
        Section 11.2 Administration of Collateral. Each of the Secured Parties
hereby acknowledges and agrees that the Administrative Agent shall administer
the Collateral in the manner contemplated by this Agreement and the Security
Documents and the Administrative Agent shall exercise such rights and remedies
with respect to the Collateral as are granted to it under the Security Documents
in each case, to the maximum extent permitted under Requirements of Law. No
Secured Party and no class or classes of Secured Parties shall have any right
(a) to direct the Administrative Agent to take any action in respect of the
Collateral other than as provided in this Agreement, the Credit Agreement or the
Intercreditor Agreement or (b) to take any action with respect to the Collateral
(i) independently of the Administrative Agent or (ii) other than to direct the
Administrative Agent to take action in accordance with this Agreement or the
Credit Agreement, to the maximum extent permitted under Requirements of Law.

        Section 11.3 Application of Proceeds After Acceleration. If any Event of
Default shall have occurred and be continuing, and if the Administrative Agent
(at the direction of the Required Lenders) shall have declared all Loans and all
other Obligations under the Credit Agreement to be due and payable thereunder,
then, at the direction of the Required Lenders, all Collateral held by the
Administrative Agent (including, but not limited to, the Accounts, subject,
however, to the terms of Section 5.10 above) and the proceeds of any sale,
disposition or other realization by the Administrative Agent or by any Secured
Party upon the Collateral (or any portion thereof) pursuant to the Security
Documents shall be distributed in whole or in part by the Administrative Agent
in the following order of priority:

        First, to the Administrative Agent for the account of the Administrative
Agent in an amount equal to the Administrative Agent Claims due and payable as
of the date of such distribution;

        Second, to the Secured Parties (other than the Administrative Agent),
ratably, in an amount equal to all costs and expenses incurred by such Secured
Parties in accordance with Section 9.04(iii) of the Credit Agreement; provided,
that prior to any such distribution, the Administrative Agent shall have
received a certificate signed by each such Secured Party, setting forth the
amount due and payable to such Secured Party as of the date of such
distribution;

        Third, to the Lenders in an amount equal to all Fees and all interest on
the Advances due and payable as of the date of such distribution; provided, that
prior to any such distribution, the Administrative Agent shall have received
certificates signed by each of the Lenders, setting forth the amount due and
payable to such Lender as of the date of such distribution; in case such
proceeds shall be insufficient to pay in full all such Fees and interest, then
to the payment thereof to each Lender, ratably, in proportion to its percentage
of the sum of the aggregate amount of all such Fees and interest;

        Fourth, ratably, to the Lenders in an amount equal to all principal on
the Advances due and payable as of the date of such distribution and to the Swap
Banks in an amount equal to all Swap Claims due and payable under all Interest
Hedge Contracts as of the date of such distribution; provided, that prior to any
such distribution, the Administrative Agent shall have



                                       24
<PAGE>
received certificates signed by each of the Lenders, setting forth the amount
due and payable to such Lender, as of the date of such distribution; and in case
such proceeds shall be insufficient to pay in full all such principal, then to
the payment thereof to each Lender, ratably, in proportion to its percentage of
the sum of the aggregate amount of all such principal;

        Fifth, to the Secured Parties in an amount equal to all other
Obligations (which amount shall not include any amounts payable pursuant to
clauses First through Fourth, above) due and payable as of the date of such
distribution; provided, that prior to any such distribution, the Administrative
Agent shall have received certificates signed by each of the Secured Parties,
setting forth the amount due and payable to such Secured Party as of the date of
such distribution; and in case such proceeds shall be insufficient to pay in
full all such Obligations, then to the payment thereof to each Secured Party,
ratably, in proportion to its percentage of the sum of the aggregate amount of
all such other Obligations;

        Sixth, if the OPNY Obligations have not been paid in full in cash, to
the extent of any surplus after application of the proceeds of the Collateral
contemplated by clauses First through Fifth above, to the OPNY Administrative
Agent for distribution in accordance with the OPNY Deposit Account Agreement;
and

        Seventh, to the Borrower to the extent of any surplus, after application
of the proceeds of the Collateral contemplated by clauses First through Sixth
above;

it being understood that the Borrower shall remain liable to the extent of any
deficiency between the amount of the proceeds of the Collateral and the
aggregate of the sums referred to in clauses First through Fifth of this Section
11.3.

                                   ARTICLE XII

                                 INDEMNIFICATION

        Section 12.1 Indemnification From Borrower. Without limiting the
obligations of the Borrower or the Secured Parties under the Credit Agreement,
the Borrower hereby agrees to indemnify and hold harmless the Administrative
Agent from and against any and all claims, losses and liabilities arising out of
or resulting from any Security Document, other than the OPH Membership Interest
Pledge Agreement (including, without limitation, enforcement of such Security
Document, but excluding any such claims, losses or liabilities resulting from
the Administrative Agent's gross negligence or willful misconduct.)

                                  ARTICLE XIII

                                  MISCELLANEOUS

        Section 13.1 Agreement for Benefit of Parties Hereto. Nothing in this
Agreement, express or implied, is intended or shall be construed to confer upon,
or to give to, any Person other than the parties hereto and their respective
successors and assigns, any right, remedy or



                                       25
<PAGE>
claim under or by reason of this Agreement or any covenant, condition or
stipulation hereof; and the covenants, stipulations and agreements contained in
this Agreement are and shall be for the sole and exclusive benefit of the
parties hereto and their respective successors and assigns.

        Section 13.2 No Warranties. Except as otherwise expressly provided
herein, the Secured Parties have not made to each other nor do they hereby or
otherwise make to each other any warranties, express or implied, nor do they
assume any liability to each other with respect to the enforceability, validity,
value or collectability of the Collateral (or any portion thereof). No Secured
Party shall be liable to any other Secured Party for any action or failure to
act or any error of judgment, negligence, or mistake, or oversight whatsoever on
the part of any Secured Party or any Secured Party's agents, officers, employees
or attorneys with respect to any transaction relating to any of the notes or
agreements evidencing or entered into with respect to any of the Obligations or
any security therefor.

        Section 13.3 Reimbursement of Expenses. The Borrower will pay upon
demand to the Administrative Agent the amount of Fees and expenses as agreed
between the parties under the Credit Agreement.

        Section 13.4 Severability. In case any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected and/or impaired thereby.

        Section 13.5 Notices. All notices or other communications hereunder
shall be given in the manner and at such addresses as are set forth in the
Credit Agreement.

        Section 13.6 Successors and Assigns. Whenever in this Agreement any of
the parties hereto is named or referred to, the successors and assigns of such
party shall be deemed to be included and all covenants, promises and agreements
in this Agreement by or on behalf of the respective parties hereto shall bind
and inure to the benefit of the respective successors and assigns of such
parties, whether so expressed or not.

        Section 13.7 Counterparts. This Agreement may be executed in any number
of counterparts, each executed counterpart constituting an original but all
counterparts together constituting only one instrument.

        Section 13.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY
SUCH REQUIREMENT OF LAWS THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION ARE MANDATORILY
APPLICABLE. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE BORROWER OR TWELVEPOLE
AND THE ADMINISTRATIVE AGENT (FOR THE BENEFIT OF THE SECURED PARTIES) IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS,



                                       26
<PAGE>
AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

        Section 13.9 No Impairments of Other Rights. Nothing in this Agreement
is intended or shall be construed to impair, diminish or otherwise adversely
affect any other rights the Secured Parties may have or may obtain against the
Borrower.

        Section 13.10 Amendment; Waiver. No amendment or waiver of any provision
of this Agreement shall be effective unless the same shall be undertaken and
accomplished in accordance with the requirements of Section 9.02 of the Credit
Agreement. No delay on the part of any Secured Party in the exercise of any
right, power or remedy shall operate as a waiver thereof, nor shall any single
or partial waiver by such Secured Party of any right, power or remedy preclude
any further exercise thereof, or the exercise of any other right, power or
remedy.

        Section 13.11 Separate Liability. The obligations of each Secured Party
under this Agreement shall be several and not joint, and no Secured party shall
be liable or responsible for the acts of any other Secured Party.

        Section 13.12 Incumbency Certificates; Authorized Persons. The Borrower
shall furnish to the Administrative Agent on or prior to the Closing Date and
from time to time thereafter as may be necessary duly executed incumbency
certificates showing the names, titles and specimen signatures of the persons
authorized on behalf of such party to take the actions and give the officer's
certificates, notifications, approvals and payment instructions required by this
Agreement.

        Section 13.13 Headings. Headings herein are for convenience only and
shall not be relied upon in interpreting or enforcing this Agreement.

        Section 13.14 Termination; Release. This Agreement shall terminate when
all Obligations have been indefeasibly paid in full, the DLC Letter of Credit
and all Commitments have been terminated and all OPNY Obligations have been
indefeasibly paid in full, and the Administrative Agent, at the written request
and expense of the Borrower, will promptly execute and deliver to the Borrower
the proper instruments (which may include Uniform Commercial Code termination
statements on form UCC-3) acknowledging the termination of this Agreement, and
will promptly duly assign, transfer and deliver to the Borrower (without
recourse and without any representation or warranty) free from any interest of
the Administrative Agent or Lien granted hereunder such of the Collateral as may
be in possession of the Administrative Agent and has not theretofore been sold
or otherwise applied or released pursuant to this Agreement together with such
notices to third parties as may be necessary to countermand any notices
previously sent to them pursuant hereto.

        Section 13.15 Entire Agreement. This Agreement, including the documents
referred to herein, embodies the entire agreement and understanding of the
parties hereto and supersedes all



                                       27
<PAGE>
prior agreements and understandings of the parties hereto relating to the
subject matter herein contained.

        Section 13.16 Limitation of Liability. Notwithstanding anything herein
to the contrary, recourse shall be limited as provided in the Credit Agreement
and the provisions of Section 9.16 of the Credit Agreement are incorporated
herein, mutatis mutandis, as if fully set forth herein.



                                       28
<PAGE>
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the date first above
written.


                                       ORION POWER MIDWEST, L.P.

                                       By: ORION POWER MIDWEST GP, INC.,
                                          its general partner

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

                                       TWELVEPOLE CREEK, LLC

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


                                       BANK OF AMERICA, N.A., not in its
                                       individual capacity but solely as
                                       Administrative Agent


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


                                       Address for Notices:

                                       Bank of America, N.A.
                                       101 North Tryon Street
                                       NC1-001-08-19
                                       Charlotte, NC  28255


                                       Telephone:  704-388-6833
                                       Telecopier:  704-386-3324


<PAGE>
                                                                       EXHIBIT A
                                                                              to
                                                     SECOND AMENDED AND RESTATED
                                                       DEPOSIT ACCOUNT AGREEMENT


                      [Letterhead of Administrative Agent]

               FORM OF MONTHLY NOTICE OF DEPOSITS AND WITHDRAWALS

                                                               , 20          (1)
                                                       --------    ----------

Orion Power MidWest, L.P.
[Insert Current Address]

[Lenders]

        RE: ORION POWER MIDWEST, L.P.

        This notice is made pursuant to the Second Amended and Restated Deposit
Account Agreement (as amended, supplemented or otherwise modified from time to
time, the "Deposit Account Agreement"), dated as of October 28, 2002, among
Orion Power MidWest, L.P. (the "Borrower"), Twelvepole Creek, LLC ("Twelvepole")
and Bank of America, N.A., as administrative agent (the "Administrative Agent").
Capitalized terms used herein without definition shall have the meanings
specified in the Credit Agreement referred to in such Deposit Account Agreement.

        Pursuant to Section 3.1 of the Deposit Account Agreement, the
undersigned representative of the Administrative Agent hereby notifies you that
as of the date hereof, attached is a schedule of all amounts deposited and
withdrawn from the Accounts (including any earnings thereon from Permitted
Investments) during, and for the month ending, ________________, 20_____.

                                  BANK OF AMERICA, N.A., as Administrative Agent


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

Attachment

1. Schedule of Deposits, Withdrawals and the earnings on Accounts
--------------
(1) Insert date which is on or before the tenth (10th) day of each month.


                                      A-1
<PAGE>
                                                                       EXHIBIT B
                                                                              to
                                                     SECOND AMENDED AND RESTATED
                                                       DEPOSIT ACCOUNT AGREEMENT



                    [Letterhead of Orion Power MidWest, L.P.]

                         FORM OF OPERATING COST REQUEST

                                                             _________ __, 200_

Bank of America, N.A.,
  as Administrative Agent
[Insert Current Address]


        RE: ORION POWER MIDWEST, L.P.

        This notice is made pursuant to the Second Amended and Restated Deposit
Account Agreement (as amended, supplemented or otherwise modified from time to
time, the "Deposit Account Agreement"), dated as of October 28, 2002 by and
between Orion Power Midwest, L.P. (the "Borrower"), Twelvepole Creek, LLC and
Bank of America, N.A., as administrative agent (the "Administrative Agent").
Capitalized terms used herein without definition shall have the meanings
specified in the Credit Agreement referred to in such Deposit Account Agreement.

        Pursuant to Section 3.2 of the Deposit Account Agreement, the
undersigned Responsible Officer of the Borrower hereby notifies you that as of
the date hereof:(1)

        (a) The amount of funds necessary to pay Operating Costs(2) expected to
be incurred and paid by the Borrower Entities, and Requested Cash Collateral and
Requested Operational Prepayments actually requested from the Borrower Entities,
in each case in the immediately succeeding [___] day period is $_______.(3)

        (b) The Overfund Amount calculated with respect to the previous month in
which a Notice of Monthly Operating Costs was delivered minus any Negative
Operating Cost Amount


----------

(1)     Not all notifications will necessarily contain each of the notifications
        described in clauses (d) - (f)

(2)     To the extent funds sufficient for Allowance Purchases are on deposit in
        the Allowance Purchase Reserve Account, Operating Costs shall not
        include amounts attributable to Allowance Purchases.

(3)     [an amount net of all Operator Fees.]


                                      B-1

<PAGE>
(as defined in clause (d) below) from any previous months set forth in (c) of
any previous Operating Cost Request is $__________________.

        (c) The amount set forth in clause (a) minus the amount set forth in
clause (b) is $______________.

        (d) Accordingly, $__________ (___________ Dollars)(4) (the "Transfer
Amount") is hereby requested to be disbursed by the Administrative Agent from
the Revenue Account to the Operating Account on ___________, 200_ [The Negative
Operating Cost Amount for the month equal to $________________. "Negative
Operating Cost" is equal to the difference between zero and the number set forth
in (c) above, expressed as a positive number.](5)

        (e) [Amounts on deposit in the Revenue Account on the date hereof are
insufficient to fund the disbursements contemplated by clauses (a)-(h) of
Section 5.1 of the Deposit Account Agreement.](6)

        (f) [Accordingly, $__________ (___________ Dollars) is hereby requested
to be disbursed by the Administrative Agent from the Replacement Capital
Expenditure Pre-Funding Account to the Operating Account on
___________, 200_.](5)

        (g) No Event of Default has occurred and is continuing (both before and
after giving effect to the disbursements requested hereby).

        (h) The Borrower Entities will use all funds that are deposited into the
Operating Account in connection herewith solely for the payment of Operating
Costs, Requested Cash Collateral and Requested Operational Prepayments. All
amounts withdrawn from the Replacement Capital Expenditure Pre-Funding Account
shall be applied solely to the payment of expenditures described in the previous
sentence.



                                    ORION POWER MIDWEST, L.P.,

                                    By: ORION POWER MIDWEST GP, INC.,
                                            its general partner

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



----------

(4)     If (c) results in a negative number, the request is for zero dollars;
        otherwise, the number shall equal the amount calculated in clause (c).

(5)     Include only if the calculation in (c) yields a negative number.

(6)     To be inserted when a positive amount is requested in clause (d) and
        funds are requested to be disbursed from the Replacement Capital
        Expenditure Pre-Funding Account.



                                      B-2

<PAGE>
                                                                       EXHIBIT C
                                                                              to
                                                     SECOND AMENDED AND RESTATED
                                                       DEPOSIT ACCOUNT AGREEMENT


                    [Letterhead of Orion Power MidWest, L.P.]

                    FORM OF NOTICE OF MONTHLY OPERATING COSTS

                                                           _________ __, 200_(1)

Bank of America, N.A.,
  as Administrative Agent
[Insert Current Address]


        RE: ORION POWER MIDWEST, L.P.

        This notice is made pursuant to the Second Amended and Restated Deposit
Account Agreement (as amended, supplemented or otherwise modified from time to
time, the "Deposit Account Agreement"), dated as of October 28, 2002 by and
between Orion Power Midwest, L.P. (the "Borrower"), Twelvepole Creek, LLC and
Bank of America, N.A., as administrative agent (the "Administrative Agent").
Capitalized terms used herein without definition shall have the meanings
specified in the Credit Agreement referred to in such Deposit Account Agreement.

        Pursuant to Section 3.4 of the Deposit Account Agreement, the
undersigned Responsible Officer of the Borrower hereby notifies you that as of
the date hereof:

               (a) The sum of Actual Operating Costs, Requested Operational
        Prepayments (without duplication of Actual Operating Costs) and
        Requested Cash Collateral actually incurred by the Borrower Entities
        during, and for the month ending, ___________ _____, 200_ was
        $__________, and a description of such Actual Operating Costs and Cash
        Collateral is set forth on Schedule 1 hereto.

               (b) The amount of deposits in the Operating Account in the
        immediately preceding month, minus the amount calculated in clause (a)
        above.


----------

(1)     Insert date which is on or before the tenth (10th) day of each month.


                                      C-1
<PAGE>




                                    ORION POWER MIDWEST, L.P.

                                    By: ORION POWER MIDWEST GP, INC.,
                                            its general partner

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

Attachment

1.      Schedule of Actual Operating Costs, Requested Operational Prepayments
        (without duplication) and Requested Cash Collateral actually paid during
        the preceding month and description thereof.



                                      C-2


<PAGE>
                                                                       EXHIBIT D
                                                                              to
                                                       DEPOSIT ACCOUNT AGREEMENT

                    [Letterhead of Orion Power MidWest, L.P.]

                        FORM OF NOTICE OF CASH COLLATERAL

                                                           ________, 20______(1)


Bank of America, N.A.,
  As Administrative Agent
[Insert Current Address]



        RE: ORION POWER MIDWEST, L.P.

        This notice is made pursuant to the Second Amended and Restated Deposit
Account Agreement (as amended, supplemented or otherwise modified from time to
time, the "Deposit Account Agreement"), dated as of October 28, 2002 by and
between Orion Power MidWest, L.P. (the "Borrower"), Twelvepole Creek, LLC, and
Bank of America, N.A., as administrative agent (the "Administrative Agent").
Capitalized terms used herein without definition shall have the meanings
specified in the Credit Agreement referred to in such Deposit Account Agreement.

        Pursuant to Section 3.3 of the Deposit Account Agreement, the
undersigned Responsible Officer of the Borrower hereby requests that Cash
Collateral in the amount of $___________ (the "Transfer Amount") be distributed
pursuant to Section 5.1(a) to the Operating Account. The undersigned Responsible
Officer of the Borrower hereby certifies that (i) the requested amount is not
greater than the amount of the outstanding Overfund Amount (as defined in
Section 3.4 of the Deposit Account Agreement), if any, not already deducted from
requests for Operating Costs, Requested Cash Collateral and Requested
Operational Prepayments (the calculation of which is attached as Schedule 1
hereto), and (ii) the conditions for obtaining Cash Collateral as set forth in
Section 6.07(c) of the Credit Agreement all have been met.



----------

(1)     Insert date which does not occur during any calendar week in which a
        Notice of Monthly Operating Costs is due.


                                      D-1
<PAGE>
                                    ORION POWER MIDWEST, L.P.,
                                    By: Orion Power Midwest GP, Inc.,
                                            its General Partner



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



                                      D-2
<PAGE>
                                                                       EXHIBIT E
                                                                              to
                                                       DEPOSIT ACCOUNT AGREEMENT

                    [Letterhead of Orion Power MidWest, L.P.]

                    FORM OF NOTICE OF OPERATIONAL PREPAYMENT

                                                           ________, 20______(1)


Bank of America, N.A.,
  As Administrative Agent
[Insert Current Address]



        RE: ORION POWER MIDWEST, L.P.

        This notice is made pursuant to the Second Amended and Restated Deposit
Account Agreement (as amended, supplemented or otherwise modified from time to
time, the "Deposit Account Agreement"), dated as of October 28, 2002 among Orion
Power MidWest, L.P. (the "Borrower"), Twelvepole Creek, LLC, and Bank of
America, N.A., as administrative agent (the "Administrative Agent"). Capitalized
terms used herein without definition shall have the meanings specified in the
Credit Agreement referred to in such Deposit Account Agreement.

        Pursuant to Section 3.3 of the Deposit Account Agreement, the
undersigned Responsible Officer of the Borrower hereby requests an Operational
Prepayment in the amount of $___________ (the "Transfer Amount") be distributed
pursuant to Section 5.1(a) of the Deposit Account Agreement to the Operating
Account. The undersigned Responsible Officer of the Borrower hereby certifies
that (i) the requested amount is not greater than the amount of the outstanding
Overfund Amount (as defined in Section 3.4 of the Deposit Account Agreement), if
any, not already deducted from requests for Operating Costs, Requested Cash
Collateral and Requested Operational Prepayments (the calculation of which is
attached as Schedule 1 hereto), and (ii) the conditions for obtaining Cash
Collateral as set forth in Section 6.07(b) of the Credit Agreement all have been
met.




----------

(1)     Insert date which does not occur during any calendar week in which a
        Notice of Monthly Operating Costs is due.


                                      D-3
<PAGE>
                                    ORION POWER MIDWEST, L.P.,
                                    By: Orion Power Midwest GP, Inc.,
                                            its General Partner



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



                                       D-4
<PAGE>
                                                                  EXHIBIT G-1 TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

                                    [FORM OF]
            AMENDED AND RESTATED SECURITIES ACCOUNT CONTROL AGREEMENT


        This Amended and Restated Securities Account Control Agreement, dated as
of October 28, 2002 (this "Agreement"), among Orion Power MidWest, L.P. (the
"Debtor"), Bank of America, N.A., as OPMW Administrative Agent and as the senior
secured party (in such capacity, the "Senior Secured Party"), Bank of America,
N.A., as OPNY Administrative Agent and as the junior secured party (in such
capacity, the "Junior Secured Party") and Bank of America, N.A., as the
securities intermediary (in such capacity, the "Securities Intermediary").

        1. DEFINED TERMS. All references herein to the "UCC" shall mean the
Uniform Commercial Code as in effect in the State of New York. The following
terms shall have the following respective meanings:

        "Accounts" shall have the meaning set forth in Section 2 hereof.

        "Intercreditor Agreement" shall mean that certain Collateral Agency and
Intercreditor Agreement, dated as of even date herewith, among the Senior
Secured Party, the Junior Secured Party, Bank of America, N.A., as collateral
agent, the financial institutions from time to time party to the OPNY Credit
Agreement and the financial institutions from time to time party to the OPMW
Credit Agreement.

        "OPMW Administrative Agent" shall mean Bank of America, N.A., in its
capacity as Administrative Agent to the Lenders (as defined in the OPMW Credit
Agreement) under the OPMW Credit Agreement.

        "OPMW Credit Agreement" shall mean that certain Second Amended and
Restated Credit Agreement, dated as of even date herewith, among the Debtor, the
OPMW Administrative Agent, Banc of America Securities LLC and BNP Paribas as
lead arrangers and joint book runners, BNP Paribas, as syndication agent, Bank
of America, N.A., as issuing bank, The Bank of Nova Scotia, Mizuho Corporate
Bank, Ltd and Bayerische Hypo-Und Vereinsbank AG, New York Branch as
documentation agents, and the financial institutions from time to time party
thereto, as lenders.


        "OPMW Deposit Account Agreement" shall mean that certain Second Amended
and Restated Deposit Account Agreement, dated as of even date herewith, among
the Debtor, Twelvepole Creek, LLC, and the OPMW Administrative Agent.

        "OPMW Financing Documents" shall have the meaning assigned to the term
"Financing Documents" in the OPMW Credit Agreement.

        "OPMW Termination Event" shall mean the occurrence of an OPMW Obligation
Termination or an OPMW Note Exchange, as each such term is defined in the
Intercreditor Agreement.



<PAGE>
        "OPNY Administrative Agent" shall mean Bank of America, N.A., in its
capacity as Administrative Agent to the Lenders (as defined in the OPNY Credit
Agreement) under the OPNY Credit Agreement.

        "OPNY Credit Agreement" shall mean that certain Amended and Restated
Credit Agreement, dated as of even date herewith, among the Debtor, the OPNY
Administrative Agent, Banc of America Securities LLC and BNP Paribas as lead
arrangers and joint book runners, BNP Paribas, as syndication agent, Bank of
America, N.A., as issuing bank, Union Bank of California, N.A., CoBank, ACB and
Bayerische Hypo-Und Vereinsbank AG, New York Branch as documentation agents, and
the financial institutions from time to time party thereto as lenders.

        "OPNY Deposit Account Agreement" shall mean that certain Second Amended
and Restated Deposit Account Agreement, dated as of even date herewith, among
the Orion Power New York, L.P., Erie Boulevard Hydropower, L.P., Carr Street
Generating Station, L.P., Astoria Generating Company, L.P., and the OPNY
Administrative Agent.

        2. ESTABLISHMENT OF SECURITIES ACCOUNT. The Securities Intermediary
hereby confirms that (i) the Securities Intermediary has established those
accounts set forth on Schedule 1 attached hereto (such accounts and any
successor accounts, the "Accounts"), (ii) the Securities Intermediary has
terminated those accounts set forth on Schedule 2 attached hereto, (iii) each
Account is a "securities account" as such term is defined in Section 8-501(a) of
the UCC, (iv) the Securities Intermediary shall, subject to the terms of this
Agreement, treat the Debtor as entitled to exercise the rights that comprise any
financial asset credited to the Accounts, (v) all property delivered to the
Securities Intermediary pursuant to the OPMW Deposit Account Agreement, or any
other OPMW Financing Document will be promptly credited to the Accounts, and
(vi) all securities or other property underlying any financial assets credited
to the Accounts shall be registered in the name of the Securities Intermediary,
indorsed to the Securities Intermediary or in blank or credited to another
securities account maintained in the name of the Securities Intermediary and in
no case will any financial asset credited to any Account be registered in the
name of the Debtor, payable to the order of the Debtor or specially indorsed to
the Debtor except to the extent the foregoing have been specially indorsed to
the Securities Intermediary or in blank.

        3. "FINANCIAL ASSETS" ELECTION. The parties hereto hereby agree that
each item of property (whether investment property, financial asset, security,
instrument or cash) credited to the Accounts shall be treated as a "financial
asset" within the meaning of Section 8-102(a) (9) of the UCC.

        4. ENTITLEMENT ORDERS. If at any time the Securities Intermediary shall
receive an "entitlement order" (within the meaning of Section 8-102(a) (8) of
the UCC) issued by the Senior Secured Party, or, upon notice from the OPMW
Administrative Agent to the Securities Intermediary of the occurrence of an OPMW
Termination Event, issued by the Junior Secured Party, relating to any Account,
the Securities Intermediary shall comply with such entitlement order without
further consent by the Debtor or any other person.

        5. CHOICE OF LAW. Both this Agreement and the Accounts shall be governed
by the laws of the State of New York. Regardless of any provision in any other
agreement, for purposes of the UCC, the State of New York shall be deemed to be
the Securities Intermediary's jurisdiction and the Accounts (as well as the
securities entitlements related thereto) shall be governed by the laws of the
State of New York.

<PAGE>
        6. AMENDMENTS. No amendment or modification of this agreement or waiver
of any right hereunder shall be binding on any party hereto unless it is in
writing and is signed by all of the parties hereto.

        7. NOTICE OF ADVERSE CLAIM . Except for the claims and interest of the
Senior Secured Party, the Junior Secured Party and of the Debtor in the
Accounts, the Securities Intermediary does not know of any claim to, or interest
in, the Accounts or in any "financial asset" (as defined in Section 8-102(a)(9)
of the UCC) credited thereto. If any person asserts any lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process) against any Account or in any financial asset
carried therein, the Securities Intermediary will promptly notify the Senior
Secured Party, the Junior Secured Party and the Debtor thereof.

        8. TAX REPORTING. All items of income, gain, expense and loss recognized
in the Accounts shall be reported to the Internal Revenue Service and all state
and local taxing authorities under the name and taxpayer identification number
of the Debtor.

        9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES
INTERMEDIARY. The Securities Intermediary hereby makes the following
representations, warranties and covenants:

        (a) The Accounts have been established as set forth in Section 2 above
and each Account will be maintained in the manner set forth herein until
termination of this Agreement. The Securities Intermediary shall not change the
name or account number of any Account without the prior written consent of the
Senior Secured Party.

        (b) No financial asset is or will be registered in the name of Debtor,
payable to its order, or specially endorsed to it, except to the extent such
financial asset has been endorsed to the Securities Intermediary or in blank.

        (c) The Securities Intermediary has not entered into, and until the
termination of this agreement will not enter into, any agreement with any other
person relating to any of the Accounts and/or any financial assets credited
thereto pursuant to which it has agreed, or will agree, to comply with
entitlement orders (as defined in Section 8-102(a) (8) of the UCC) of such
person. The Securities Intermediary has not entered into any other agreement
with the Debtor, the Senior Secured Party or the Junior Secured Party purporting
to limit or condition the obligation of the Securities Intermediary to comply
with entitlement orders as set forth in Section 4 hereof.

        10. SUCCESSORS. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective corporate
successors or heirs and personal representatives.

        11. NOTICES. Any notice, request or other communication required or
permitted to be given under this Agreement shall be in writing and deemed to
have been properly given when delivered in person, or when sent by telecopy or
other electronic means and electronic confirmation of error free receipt is
received or two days after being sent by certified or registered United States
mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth below.



        Debtor:                             Orion Power MidWest, L.P.
                                            1111 Louisiana Street
                                            Houston, TX 77002


<PAGE>
                                            Attn.:  Senior Vice President -
                                                    Finance
                                            Ph.:(713)207-3160
                                            Fax:(713)207-0988

                                            With a copy to:
                                            1111 Louisiana Street
                                            Houston, TX  77002
                                            Attn.:  General Counsel
                                            Ph.: (713) 207-7265
                                            Fax: (713) 393-0140


        Senior Secured Party, Junior Secured Party,
        OPMW Administrative Agent
        and Securities Intermediary:        Bank of America, N.A.
                                            101 North Tryon Street
                                            NC1-001-08-19
                                            Charlotte, NC  28255
                                            Attention:  Laura S. Ryan

Any party may change his address for notices in the manner set forth above.

        12. TERMINATION. The rights and powers granted herein to each of the
Senior Secured Party and the Junior Secured Party have been granted in order to
perfect its security interests in the Accounts and all financial assets credited
to the Accounts, are powers coupled with an interest and will neither be
affected by the bankruptcy of Debtor nor by the lapse of time. The obligations
of the Securities Intermediary hereunder shall, continue in effect until the
Senior Secured Party or the Junior Secured Party notifies the Securities
Intermediary in writing that the security interests of the Senior Secured Party
and the Junior Secured Party in the Accounts have been terminated pursuant to
the terms of the Intercreditor Agreement and the other Financing Documents.

        13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing and delivering one or more
counterparts.

        14. SECURITIES INTERMEDIARY'S JURISDICTION. This Agreement shall be the
only agreement entered into by the parties that governs both the Securities
Intermediary's jurisdiction and the Accounts.


<PAGE>
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.


                                   ORION POWER MIDWEST, L.P.


                                   By: Orion Power MidWest GP, Inc.,
                                   its general partner


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


                                   BANK OF AMERICA, N.A., as OPMW Administrative
                                   Agent and Senior Secured Party


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


                                   BANK OF AMERICA, N.A., as OPNY Administrative
                                   Agent and Junior Secured Party


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



                                   BANK OF AMERICA, N.A., as Securities
                                   Intermediary


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


<PAGE>
                                                                  EXHIBIT G-2 TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                                    [FORM OF]
                      SECURITIES ACCOUNT CONTROL AGREEMENT


        This Securities Account Control Agreement, dated as of October 28, 2002
(this "Agreement"), among Orion Power Capital, LLC (the "Debtor" ), Bank of
America, N.A., as Collateral Agent and as the secured party (in such capacity,
the "Secured Party") and Bank of America, N.A., as the securities intermediary
(in such capacity, the "Securities Intermediary"). Capitalized terms used but
not defined herein shall have the meaning assigned in the Deposit Account
Agreement, dated as of October 28, 2002 (the "Deposit Account Agreement"),
between the Debtor and the Secured Party. All references herein to the "UCC"
shall mean the Uniform Commercial Code as in effect in the State of New York.

        1. ESTABLISHMENT OF SECURITIES ACCOUNT. The Securities Intermediary
hereby confirms that (i) the Securities Intermediary has established those
accounts set forth on Schedule 1 attached hereto (such accounts and any
successor accounts the "Accounts"), (ii) each Account is a "securities account"
as such term is defined in Section 8-501(a) of the UCC, (iii) the Securities
Intermediary shall, subject to the terms of this Agreement, treat the Debtor as
entitled to exercise the rights that comprise any financial asset credited to
the Accounts, (iv) all property delivered to the Securities Intermediary
pursuant to the Deposit Account Agreement, or any other Subsidiary Financing
Document will be promptly credited to the Accounts, and (v) all securities or
other property underlying any financial assets credited to the Accounts shall be
registered in the name of the Securities Intermediary, indorsed to the
Securities Intermediary or in blank or credited to another securities account
maintained in the name of the Securities Intermediary and in no case will any
financial asset credited to any Account be registered in the name of the Debtor,
payable to the order of the Debtor or specially indorsed to the Debtor except to
the extent the foregoing have been specially indorsed to the Securities
Intermediary or in blank.

        2. "FINANCIAL ASSETS" ELECTION. The parties hereto hereby agree that
each item of property (whether investment property, financial asset, security,
instrument or cash) credited to the Accounts shall be treated as a "financial
asset" within the meaning of Section 8-102(a) (9) of the UCC.

        3. ENTITLEMENT ORDERS. If at any time the Securities Intermediary shall
receive an "entitlement order" (within the meaning of Section 8-102(a) (8) of
the UCC) issued by the Secured Party and relating to any Account, the Securities
Intermediary shall comply with such entitlement order without further consent by
the Debtor or any other person.

        4. CHOICE OF LAW.Both this Agreement and the Accounts shall be governed
by the laws of the State of New York. Regardless of any provision in any other
agreement, for

<PAGE>
purposes of the UCC, the State of New York shall be deemed to be the Securities
Intermediary's jurisdiction and the Accounts (as well as the securities
entitlements related thereto) shall be governed by the laws of the State of New
York.

        5. AMENDMENTS. No amendment or modification of this agreement or waiver
of any right hereunder shall be binding on any party hereto unless it is in
writing and is signed by all of the parties hereto.

        6. NOTICE OF ADVERSE CLAIM . Except for the claims and interest of the
Secured Party and of the Debtor in the Accounts, the Securities Intermediary
does not know of any claim to, or interest in, the Accounts or in any "financial
asset" (as defined in Section 8-102(a) of the UCC) credited thereto. If any
person asserts any lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process)
against any Account or in any financial asset carried therein, the Securities
Intermediary will promptly notify the Secured Party and Debtor thereof.

        7. TAX REPORTING.All items of income, gain, expense and loss recognized
in the Accounts shall be reported to the Internal Revenue Service and all state
and local taxing authorities under the name and taxpayer identification number
of the Debtor.

        8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES
INTERMEDIARY. The Securities Intermediary hereby makes the following
representations, warranties and covenants:

        (a) The Accounts have been established as set forth in Section 1 above
and each Account will be maintained in the manner set forth herein until
termination of this Agreement. The Securities Intermediary shall not change the
name or account number of any Account without the prior written consent of the
Secured Party.

        (b) No financial asset is or will be registered in the name of Debtor,
payable to its order, or specially endorsed to it, except to the extent such
financial asset has been endorsed to the Securities Intermediary or in blank.

        (c) The Securities Intermediary has not entered into, and until the
termination of this agreement will not enter into, any agreement with any other
person relating to any of the Accounts and/or any financial assets credited
thereto pursuant to which it has agreed, or will agree, to comply with
entitlement orders (as defined in Section 8-102(a) (8) of the UCC) of such
person. The Securities Intermediary has not entered into any other agreement
with the Debtor or the Secured Party purporting to limit or condition the
obligation of the Securities Intermediary to comply with entitlement orders as
set forth in Section 3 hereof.

        9. SUCCESSORS. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective corporate
successors or heirs and personal representatives.



                                       2
<PAGE>
        10. NOTICES. Any notice, request or other communication required or
permitted to be given under this Agreement shall be in writing and deemed to
have been properly given when delivered in person, or when sent by telecopy or
other electronic means and electronic confirmation of error free receipt is
received or two days after being sent by certified or registered United States
mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth below.

        Debtor:                             Orion Power Capital, LLC
                                            1111 Louisiana Street
                                            Houston, TX 77002
                                            Attn.:  Senior Vice President -
                                                    Finance
                                            Ph.:(713)207-3160
                                            Fax:(713)207-0988

                                            With a copy to:
                                            1111 Louisiana Street
                                            Houston, TX  77002
                                            Attn.:  General Counsel
                                            Ph.: (713) 207-7265
                                            Fax: (713) 393-0140

        Secured Party
        and Securities Intermediary:        Bank of America, N.A.
                                            101 North Tryon Street
                                            NC1-001-08-19
                                            Charlotte, NC  28255
                                            Attention:  Laura S. Ryan

Any party may change his address for notices in the manner set forth above.

        11. TERMINATION. The rights and powers granted herein to the Secured
Party have been granted in order to perfect its security interests in the
Accounts and all financial assets credited to the Accounts, are powers coupled
with an interest and will neither be affected by the bankruptcy of Debtor nor by
the lapse of time. The obligations of the Securities Intermediary hereunder
shall continue in effect until the security interests of the Secured Party in
the Accounts have been terminated pursuant to the terms of the Deposit Account
Agreement and the Secured Party has notified the Securities Intermediary of such
termination in writing.

        12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing and delivering one or more
counterparts.

        13. SECURITIES INTERMEDIARY'S JURISDICTION. This Agreement shall be the
only agreement entered into by the parties that governs both the Securities
Intermediary's jurisdiction and the Accounts.



                                       3
<PAGE>
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.


                                   ORION POWER CAPITAL, LLC


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

                                   Address:  1111 Louisiana Street
                                             Houston, TX 77002
                                             Attn:  Senior Vice President -
                                                    Finance
                                   Telephone: (713) 207-3160
                                   Telecopy: (713) 207-0988

                                   With a copy to:
                                   Address:  1111 Louisiana Street
                                             Houston, TX 77002
                                             Attn:  General Counsel
                                   Telephone: (713) 207-7265
                                   Telecopy: (713) 393-0140


                                   BANK OF AMERICA, N.A., as Collateral Agent
                                   and Secured Party


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

                                   Address:  101 North Tryon Street
                                             NC1-001-08-19
                                             Charlotte, NC  28255
                                             Attn:  Laura S. Ryan
                                   Telecopy: (704) 386-3324

<PAGE>
                                   BANK OF AMERICA, N.A. as Securities
                                   Intermediary


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

                                   Address:  101 North Tryon Street
                                             NC1-001-08-19
                                             Charlotte, NC  28255
                                             Attn:  Laura S. Ryan
                                   Telecopy: (704) 386-3324



<PAGE>

                                                                  EXHIBIT H-1 TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

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

                              AMENDED AND RESTATED
                        ASSIGNMENT AND SECURITY AGREEMENT


                                     between


                            ORION POWER MIDWEST, L.P.


                                       and


                             BANK OF AMERICA, N.A.,

                             as Administrative Agent





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

                          Dated as of October 28, 2002

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


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


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                <C>
SECTION 1.     DEFINITIONS..........................................................................2


SECTION 2.     ASSIGNMENT; SECURITY INTERESTS; INSURANCE PROCEEDS...................................5

   2.01        PLEDGE; ASSIGNMENT; GRANT OF SECURITY INTERESTS......................................5
   2.02        POWER OF ATTORNEY....................................................................8

SECTION 3.     GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS...................................10

   3.01        NECESSARY FILINGS...................................................................11
   3.02        NO LIENS............................................................................11
   3.03        OTHER FINANCING STATEMENTS..........................................................11
   3.04        JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE, RECORDS.......................11
   3.05        RECOURSE............................................................................12
   3.06        CONSENTS............................................................................12
   3.07        PLEDGED PERMITS.....................................................................13
   3.08        FARM PRODUCTS; TIMBER; AS-EXTRACTED COLLATERAL......................................14
   3.09        COMMERCIAL TORT CLAIMS..............................................................14
   3.10        LETTERS OF CREDIT...................................................................14
   3.11        CHATTEL PAPER.......................................................................14
   3.12        BANK ACCOUNTS.......................................................................14

SECTION 4.     SPECIAL PROVISIONS CONCERNING RECEIVABLES; CONTRACT RIGHTS; INSTRUMENTS.............14

   4.01        ADDITIONAL REPRESENTATIONS AND WARRANTIES...........................................14
   4.02        MAINTENANCE OF RECORDS..............................................................15
   4.03        PAYMENTS UNDER ASSIGNED AGREEMENTS, RECEIVABLES AND GENERAL INTANGIBLES.............15
   4.04        DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES; ETC..............................15
   4.05        MODIFICATION OF TERMS, ETC..........................................................15
   4.06        COLLECTION..........................................................................16

SECTION 5.     SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADEMARKS....................16

   5.01        INFRINGEMENTS.......................................................................16
   5.02        OTHER PATENTS, COPYRIGHTS AND TRADEMARKS............................................17
   5.03        REMEDIES............................................................................17

SECTION 6.     PROVISIONS CONCERNING ALL ASSIGNMENT REVENUES AND ASSIGNMENT COLLATERAL;
               INSURANCE...........................................................................17

   6.01        PROTECTION OF THE ADMINISTRATIVE AGENT'S INTERESTS..................................17
</TABLE>



                                       i
<PAGE>
<TABLE>
<S>                                                                                                <C>
   6.02        FURTHER ACTIONS.....................................................................17
   6.03        FINANCING STATEMENTS................................................................18

SECTION 7.     REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT........................................18

   7.01        REMEDIES; OBTAINING THE ASSIGNMENT COLLATERAL UPON DEFAULT..........................18
   7.02        REMEDIES, DISPOSITION OF THE ASSIGNMENT COLLATERAL..................................19
   7.03        WAIVER OF CLAIMS....................................................................20
   7.04        APPLICATION OF PROCEEDS.............................................................21
   7.05        REMEDIES CUMULATIVE.................................................................21
   7.06        DISCONTINUANCE OF PROCEEDINGS.......................................................21
   7.07        GRANT OF LICENSE OR SUB-LICENSE TO USE PATENT, TRADEMARK, COPYRIGHT AND
               LICENSE COLLATERAL..................................................................22

SECTION 8.     INDEMNITY; EXPENSES.................................................................22


SECTION 9.     MISCELLANEOUS.......................................................................22

   9.01        NOTICES.............................................................................22
   9.02        WAIVER, AMENDMENT; SEVERABILITY.....................................................23
   9.03        OBLIGATIONS ABSOLUTE................................................................23
   9.04        SUCCESSORS AND ASSIGNS..............................................................24
   9.05        HEADINGS DESCRIPTIVE, ETC...........................................................24
   9.06        GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE.................................24
   9.07        THE BORROWER'S DUTIES...............................................................26
   9.08        TERMINATION; RELEASE................................................................26
   9.09        EXECUTION IN COUNTERPARTS...........................................................26
   9.10        APPLICABILITY OF DEPOSIT ACCOUNT AGREEMENT..........................................27
   9.11        LIMITATION OF RECOURSE..............................................................27
   9.12        AMENDMENT AND RESTATEMENT...........................................................27
</TABLE>


Schedules

Schedule 1     Commercial Tort Claims
Schedule 2     Name; Jurisdiction of Organization; Location


Exhibits

Exhibit A      Assignment of Security Interest in United States Patents
               and Trademarks
Exhibit B      Assignment of Security Interest in United States Copyrights



                                       ii
<PAGE>
                              AMENDED AND RESTATED
                        ASSIGNMENT AND SECURITY AGREEMENT

               AMENDED AND RESTATED ASSIGNMENT AND SECURITY AGREEMENT, dated as
of October 28, 2002 (this "Agreement"), between ORION POWER MIDWEST, L.P., a
limited partnership organized under the laws of the State of Delaware (the
"Borrower"), and BANK OF AMERICA, N.A., as administrative agent (in such
capacity, together with any successors and assigns, the "Administrative Agent")
for the benefit of the Secured Parties (as defined in the Credit Agreement).

                              W I T N E S S E T H:

               WHEREAS, the Borrower has entered into a Second Amended and
Restated Credit Agreement, dated as of the Restructuring Effective Date (as the
same may be amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), with the Administrative Agent, Banc of America Securities
LLC and BNP Paribas, as lead arrangers and joint book runners, Bank of America,
N.A., as issuing bank, BNP Paribas, as syndication agent, The Bank of Nova
Scotia, Mizuho Corporate Bank, Ltd and Bayerische Hypo-Und Vereinsbank AG, New
York Branch, as documentation agents, and the Lenders named on the signature
pages thereto and from time to time parties thereto (the "Lenders"), pursuant to
which the Lenders have agreed, inter alia, to renew, modify and extend credit
facilities that were issued to the Borrower to finance a portion of the purchase
price of the Portfolio Assets (as defined in the Credit Agreement) and to
provide working capital availability to the Borrower;

               WHEREAS, it is a condition precedent to the obligations of the
Lenders under the Credit Agreement that this Agreement shall have been entered
into by the parties hereto and shall be in full force and effect; and

               WHEREAS, the Borrower, Twelvepole and the Administrative Agent
have entered into that certain Second Amended and Restated Deposit Account
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "Deposit
Account Agreement"), providing for, among other things, the establishment of the
Accounts (as defined in the Credit Agreement) and the application of the
proceeds of the Collateral hereinafter defined);

               NOW, THEREFORE, in consideration of the benefits to the Borrower,
the receipt and sufficiency of which are hereby acknowledged, the Borrower
hereby makes the following assignments, representations and warranties to the
Administrative Agent, for the benefit of the Secured Parties, and hereby
covenants and agrees with the Administrative Agent, in each case, as follows:



<PAGE>
               Section 1. DEFINITIONS. (a) For all purposes of this Agreement,
(i) capitalized terms not otherwise defined herein shall have the meanings set
forth in the Credit Agreement, (ii) unless otherwise specified or otherwise
defined herein or in the Credit Agreement, terms used in Article 9 of the UCC
(as hereinafter defined) are used herein as therein defined and (iii) the
principles of construction set forth in Section 1.04 of the Credit Agreement
shall apply hereto.

               (b) In addition, the following terms shall have the meanings
herein specified:

               "ADMINISTRATIVE AGENT" shall have the meaning provided in the
first paragraph of this Agreement.

               "AGREEMENT" shall mean this Amended and Restated Assignment and
Security Agreement, as amended, supplemented or otherwise modified from time to
time.

               "ASSIGNED AGREEMENTS" shall have the meaning provided in Section
2.01(a)(xi).

               "ASSIGNMENT COLLATERAL" shall have the meaning provided in
Section 2.01(a)(xiv).

               "ASSIGNMENT REVENUES" shall have the meaning provided in Section
2.01(a)(i).

               "BORROWER" shall have the meaning provided in the first paragraph
of this Agreement.

               "COLLATERAL" shall have the meaning provided in Section 2.01(a).

               "CONTRACT RIGHTS" shall mean all rights of the Borrower
(including all rights to payment) under each Assigned Agreement.

               "COPYRIGHT LICENSES" shall mean any written agreement (a)
granting any right to any third party under any Copyright of the Borrower or (b)
granting any right to the Borrower under any Copyright of any third party.

               "COPYRIGHTS" shall mean all right, title and interest of any
person in and to all of the following, whether now owned or hereafter acquired:

               (i)    the federally registered United States and foreign
                      copyrights and any renewals thereof;

               (ii)   all other United States and foreign copyrights;

               (iii)  all registrations and applications for registration of any
                      such copyright in the United States or any other country,
                      including registrations, recordings, supplemental
                      derivative or collective work registrations and pending
                      applications for registrations in the United States
                      Copyright Office;



                                       2
<PAGE>
               (iv)   all computer programs, computer data bases, computer
                      program flow diagrams, source codes and object codes
                      related to any or all of the foregoing; and

               (v)    all tangible property embodying or incorporating any or
                      all of the foregoing.

               "CREDIT AGREEMENT" shall have the meaning provided in the
Recitals of this Agreement.

               "DEPOSIT ACCOUNT AGREEMENT" shall have the meaning provided in
the Recitals of this Agreement.

               "DOCUMENTS" shall mean all of the books, ledgers, records,
computer programs, tapes, discs, punch cards, data processing software,
transaction files, master files and related property and rights (including
computer and peripheral equipment) of the Borrower pertaining to or referencing
the Collateral.

               "EQUIPMENT" shall have the meaning provided in Section
2.01(a)(ii).

               "GENERAL INTANGIBLES" shall have the meaning provided in Section
2.01(a)(vi).

               "INVENTORY" shall have the meaning provided in Section
2.01(a)(iii).

               "LENDERS" shall have the meaning provided in the Recitals of this
Agreement.

               "LICENSE" shall mean any Patent License, Trademark License,
Copyright License or other license or sublicense as to which the Borrower is now
or hereafter a party.

               "NON-RECOURSE PARTY" shall have the meaning provided in Section
9.11.

               "ORIGINAL AGREEMENT" shall have the meaning provided in Section
9.12.

               "PATENT LICENSE" shall mean any written agreement (i) granting
any right to any third party under any Patent of the Borrower or (ii) granting
any right to the Borrower under any Patent of any third party.

               "PATENTS" shall mean all right, title and interest of any person
in and to all of the following, whether now owned or hereafter acquired:

               (i)    all letters patent of the United States or any other
                      country, all registrations and recordings thereof, and all
                      applications for letters patent of the United States or
                      any other country;

               (ii)   all other letters patent of the United States or any other
                      country and all other applications for letters patent of
                      the United States or any other country; and



                                       3
<PAGE>
               (iii)  all reissues, continuations, divisions,
                      continuations-in-part or extensions thereof and the
                      inventions disclosed therein, including the right to make,
                      use and/or sell the inventions disclosed therein.

               "PLEDGED PERMITS" shall have the meaning provided in Section
2.01(a)(vii).

               "PROCEEDS" shall mean all proceeds, including (i) whatever is
received upon any collection, exchange, sale or other disposition of any of the
Collateral and any property into which any of the Collateral is converted,
whether cash or non-cash, (ii) any and all payments or other property (in
whatever form) made or due and payable on account of any insurance, indemnity,
warranty or guaranty payable to the Borrower with respect to any of the
Collateral, (iii) any value received as a consequence of the possession of any
Collateral and any payment received from any insurer or other person or entity
as a result of the destruction, loss, theft or other involuntary conversion of
whatever nature of any asset or property which constitutes Collateral, (iv) any
and all payments (in any form whatsoever) made or due and payable in connection
with any requisition, confiscation, condemnation, seizure or forfeiture of all
or any part of the Collateral by any Governmental Authority, (v) any claim of
the Borrower against third parties (A) for past, present or future infringement
of any Patent now or hereafter owned by the Borrower or licensed under a Patent
License, (B) for past, present or future infringement or dilution of any
Trademark now or hereafter owned by the Borrower or licensed under a Trademark
License or injury to the goodwill associated with any Trademark now or hereafter
owned by the Borrower, (C) for past, present or future infringement of any
Copyright now or hereafter owned by the Borrower or licensed under a Copyright
License and (D) for past, present or future breach of any License and (vi) any
and all other amounts from time to time paid or payable under or in connection
with any of the Collateral.

               "RECEIVABLES" shall have the meaning provided in Section
2.01(a)(iv).

               "RELATED CONTRACTS" shall have the meaning provided in Section
2.01(a)(v).

               "SECURED OBLIGATIONS" shall mean the Obligations.

               "TRADEMARK LICENSE" shall mean any written agreement (a) granting
any right to any third party under any Trademark of the Borrower or (b) granting
any right to the Borrower under any Trademark of any third party.

               "TRADEMARKS" shall mean all of the following now or hereafter
owned by any person (i) all trademarks, service marks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
trade dress, logos, other source or business identifiers, designs and general
intangibles of like nature, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications filed in connection
therewith, including registrations and applications in the United States Patent
and Trademark Office, any State of the United States or any other country or any
political subdivision thereof, and all extensions or renewals thereof and (ii)
all goodwill associated therewith.



                                       4
<PAGE>
               "TWELVEPOLE" means Twelvepole Creek, LLC, a Delaware limited
liability company.

               "UCC" shall mean at any time the Uniform Commercial Code as the
same may from time to time be in effect in the State of New York; provided that
if, by reason of mandatory provisions of law, the validity or perfection of any
security interest granted herein is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than New York, then, as to the validity or
perfection of such security interest, "UCC" shall mean the Uniform Commercial
Code in effect in such other jurisdiction.

               Section 2. ASSIGNMENT; SECURITY INTERESTS; INSURANCE PROCEEDS.

               2.01 Pledge; Assignment; Grant of Security Interests. (a) To
secure the prompt and complete payment and performance when due by the Borrower
of all of the Obligations, including all amounts payable or to become payable to
the Secured Parties by the Borrower under the Financing Documents when and as
the same shall become due and payable (whether by acceleration or otherwise) in
accordance with the terms thereof, the Borrower hereby assigns and pledges to
the Administrative Agent for the benefit of the Secured Parties, and hereby
grants to the Administrative Agent for the benefit of the Secured Parties, a
security interest in, and lien on, all of the Borrower's right, title and
interest in and to the following, whether now owned or hereafter acquired (the
"Collateral"):

                      (i) all cash income and receipts derived from the
               ownership and ordinary course of operation of the Portfolio
               Assets, including revenues from the sale of energy and other
               products and services (including electric capacity, ancillary
               services and transmission services and products), payments
               received by the Borrower from any Subsidiary pursuant to the
               Intercompany Notes, Proceeds of business interruption insurance,
               interest and other income earned on amounts on deposit in the
               Accounts and any amounts realized by the Borrower under any
               Interest Hedge Contract (all of the above, collectively, the
               "Assignment Revenues");

                      (ii) (A) all equipment, wherever located, now or hereafter
               existing, (B) all fixtures, (C) to the extent not included in the
               foregoing or in clause (iii), all goods, (D) all parts of any of
               the foregoing items (A)-(C) and all attachments and accessions
               thereto, including to the extent not included in the foregoing,
               all other accessions and (E) all rights in any of the foregoing
               items (A)-(D) now or hereafter owned or possessed by the Borrower
               for its benefit (the property described in this clause (ii) being
               the "Equipment");

                      (iii) all inventory and other tangible personal property
                held for sale by the Borrower, in all of it is forms, wherever
                located, and rights therein owned or possessed by the Borrower
                or for its benefit including but not limited to, (A) with
                respect to the generation of electric power by the Borrower, raw
                materials and work in process therefor, finished goods and
                by-products thereof, and materials used or consumed in the
                manufacture or production thereof, (B) goods in which



                                       5
<PAGE>
                the Borrower has an interest in mass or a joint or other
                interest or right of any kind and (C) goods which are returned
                to or repossessed by the Borrower, and all accessions to any of
                the foregoing and products thereof and documents relating
                thereto (the property described in this clause (iii) being the
                "Inventory");

                      (iv) all accounts, Contract Rights, chattel paper,
               Documents, instruments, letters of credit, letter-of-credit
               rights, documents and other rights or obligations of every kind,
               now or hereafter existing, whether or not arising out of or in
               connection with any sale, lease, exchange or other disposition of
               electric power, or other Inventory, goods or the provision or
               rendering of any service by or to the Borrower and all tax
               refunds, tax refund claims or guarantee claims held by or granted
               to the Borrower (any and all such accounts, Contract Rights,
               chattel paper, Documents, instruments, obligations and other
               property described in this clause (iv) being the "Receivables");

                      (v) all rights now or hereafter existing in and to all
               security agreements, leases and other contracts securing or
               otherwise relating to any Receivables (the property described in
               this clause (v) being the "Related Contracts");

                      (vi) all general intangibles, intellectual or other
               property of any kind or nature now owned or hereafter acquired by
               the Borrower, including payment intangibles, software, permits,
               reversionary interests in pension plan assets, inventions,
               designs, Patents, Copyrights, Trademarks, Licenses and associated
               goodwill, trade secrets, confidential or proprietary technical
               and business information, know-how, show-how or other data or
               information, software, customer lists, subscription lists,
               databases and related documentation, registrations, franchises,
               and all other intellectual or other similar property rights not
               otherwise described above, but excluding Receivables (the
               property described in this clause (vi) being the "General
               Intangibles");

                      (vii) all generating, electricity, environmental and other
               licenses, permits and approvals of any federal, state, municipal
               or other governmental department, commission, board, bureau,
               agency, court or other instrumentality, domestic or foreign, now
               or hereafter held by the Borrower or in which the Borrower may
               have an interest and relating to the operation, maintenance, or
               use and occupancy of the Portfolio Assets, except that any such
               license, permit or approval which as a matter of law is not
               assignable is hereby excluded from such lien and security
               interest to the extent that and for such time as the same shall
               not be so assignable, and all rights (whether or not earned by
               performance) under any franchises, documents, licenses, contracts
               or agreements now owned or hereafter acquired with the rights to
               all renewals thereof assignable by law (the property described in
               this clause (vii) being the "Pledged Permits");

                      (viii) (A) all policies of insurance, now or hereafter
                held by the Borrower (as required under Section 5.06 of the
                Credit Agreement and the other



                                       6
<PAGE>
                Financing Documents), including casualty and liability, business
                interruption and any title insurance, and including all Proceeds
                therefrom, and (B) all rights, now or hereafter held, by the
                Borrower to any warranties of any manufacturer or contractor or
                any other Person;

                      (ix) all books, correspondence, credit files, records,
               invoices and other Documents, now or hereafter in the possession
               or control of the Borrower or any Person acting for the Borrower
               and relating to the Portfolio Assets and all reports of the
               Independent Engineer or any other Person and all other reports
               relating to the acquisition, operations, viability, performance,
               maintenance and output of the Portfolio Assets;

                      (x) all balances, credits, deposits, deposit and
               securities accounts, investment property, money or moneys whether
               now existing or hereafter held in the name or on behalf of the
               Borrower, whether (A) in the possession or control of the
               Borrower, (B) in the possession or control of, or in transit to,
               the Administrative Agent, or (C) held by third parties; all
               monies, documents, instruments, investment property and financial
               assets required to be deposited with or delivered to the
               Administrative Agent or any securities intermediary pursuant to
               any term of this Agreement or any of the other Financing
               Documents, including all amounts held or deposited in or credited
               to the Accounts and all cash and all monies and Permitted
               Investments and other financial assets and investment property
               and instruments held in or credited to such Accounts;

                      (xi) each Project Contract to which it is a party and each
               other lease, power, fuel, transportation, management or other
               agreement now existing or hereafter entered into by the Borrower
               relating to the acquisition, operation, maintenance or use and
               occupancy of the Portfolio Assets, as the same may be amended,
               supplemented or otherwise modified from time to time in
               accordance with the terms thereof and of this Agreement and the
               Credit Agreement (the agreements described in this clause (xi),
               as so amended, supplemented or modified, being the "Assigned
               Agreements"), including all rights of the Borrower (A) to receive
               moneys due and to become due under or pursuant to the Assigned
               Agreements, to compel performance and otherwise to exercise all
               remedies thereunder, including all rights to make determinations,
               to exercise any election or option contained in such agreements
               (including termination thereof), to give or receive any notice or
               consent, to demand and receive any property which is the subject
               of any of the Assigned Agreements, to file any claims and
               generally to take any action which (in the opinion of the
               Administrative Agent or any Secured Party) may be necessary or
               advisable in connection with any of the foregoing, and (B) to
               receive the Proceeds of any claim for damages arising out of or
               for breach of any Assigned Agreement and Proceeds of any
               insurance, indemnity, warranty or guaranty with respect to the
               Assigned Agreements;

                      (xii) all commercial tort claims, including those more
                particularly described in Schedule 1 hereto;



                                       7
<PAGE>
                      (xiii) to the extent not included in clauses (i) through
               (xii) above, or excepted therein, all other personal property of
               the Borrower of any kind or description whatsoever, wherever
               located, whether now owned or hereafter acquired, tangible or
               intangible; and

                      (xiv) all accessions and additions to, substitutions for,
               and all replacements, products and Proceeds of any and all of the
               Collateral (including any proceeds which constitute property of
               the types described in clauses (i)--(xiii), above) and, to the
               extent not otherwise included, all (A) payments under insurance
               (whether or not the Administrative Agent is the loss payee
               thereof or an additional insured thereunder), and any indemnity,
               warranty or guaranty, payable by reason of loss or damage to or
               otherwise with respect to any of the Collateral, (B) any other
               amounts from time to time paid or payable under or in connection
               with any of the Collateral, (C) cash and (D) all supporting
               obligations (all of the foregoing items in clauses (ii) -- (xiii)
               above and in this clause (xiv), collectively, the "Assignment
               Collateral").

               (b) The sale, assignment, conveyance, setting over, pledge and
transfer to the Administrative Agent under this Agreement extends to all
Assignment Revenues which the Borrower may acquire at any time during the
continuation of this Agreement. The security interest of the Administrative
Agent held under this Agreement extends to all Assignment Collateral which the
Borrower may acquire at any time during the continuation of this Agreement.

               (c) The Borrower agrees and confirms that the Consents constitute
(i) notice to each party to the Assigned Agreements that are the subject of a
Consent of (x) the sale assignment, conveyance, setting over, pledge and
transfer by the Borrower of the Assignment Revenues and the assignment, charge,
conveyance, setting over, pledge and transfer by the Borrower of all of the
Borrower's right, title and interest in and to the Assignment Revenues and (y)
the assignment, charge, conveyance, setting over, pledge and transfer by the
Borrower by way of security, of all the Borrower's right, title and interest in
and to the Assignment Collateral and (ii) unconditional and irrevocable
instructions from the Borrower to each such party, debtor or obligor that all
payments due or to become due and all amounts payable to the Borrower thereunder
shall, until the Obligations are indefeasibly paid in full in cash, be made
directly to the Revenue Account.

               (d) The Assignment Revenues received pursuant to Section
2.01(a)(i) above shall be applied in accordance with the provisions of the
Holdco Deposit Account Agreement and the Deposit Account Agreement.

               2.02 Power of Attorney. The Borrower hereby irrevocably appoints
the Administrative Agent as its attorney-in-fact with right of substitution, so
that the Administrative Agent or any other Person empowered by the
Administrative Agent shall be authorized, without need of further authorization
from the Borrower, upon the occurrence and during the continuance of an Event of
Default and in preservation of the rights of the Administrative Agent and the
Lenders hereunder so long as such Event of Default is continuing and has not
been waived by an appropriate vote or other action by the Required Lenders (any
action or exercise of powers,



                                       8
<PAGE>
rights or remedies under this Section 2.02 to be subject to, and in accordance
with, the terms of the Credit Agreement and all applicable Requirements of Law):

               (a) to effect the sale of any of the Assignment Collateral in one
        or more transactions to the extent permitted by applicable Requirements
        of Law and in any commercially reasonable manner as may be determined by
        the attorney-in-fact, which, subject to the foregoing, may include the
        direct sale without public auction of any such Assignment Collateral at
        such price, and upon such terms as may be determined by the
        attorney-in-fact;

               (b) to enter upon any premises where the Assignment Collateral or
        any part thereof may be located without the need for a court order or
        other form of authority otherwise than upon the authority granted
        herein;

               (c) to take and retain actual possession and control of any such
        Assignment Collateral as receivers without bond or otherwise, and
        transport any of it to any location as determined by such
        attorney-in-fact;

               (d) to make any repairs, additions and improvements on the
        Assignment Collateral as such attorney-in-fact shall reasonably deem
        proper or necessary;

               (e) to administer, manage and use any of the Assignment
        Collateral;

               (f) to conclude any agreement and collect any monies thereunder
        or otherwise due to the Borrower in respect of, or generated through the
        usage of, any of the Assignment Collateral;

               (g) to exercise in any commercially reasonable manner any of the
        rights of the Borrower arising under or in connection with the Assigned
        Agreements and to designate or delegate to another Person or entity, in
        substitution of such attorney-in-fact, the exercise in any commercially
        reasonable manner of such rights of the Borrower, under such terms as
        such attorney-in-fact shall deem proper or necessary;

               (h) to collect, claim and receive all monies and avail of all
        benefits that accrue, and that may become due and payable to the
        Borrower under the Assigned Agreements and to hold the same as security
        for the timely payment and discharge by the Borrower of the Secured
        Obligations, and the faithful performance of the covenants and
        obligations of the Borrower as set forth in any of the Financing
        Documents;

               (i) to send written notice to all the obligors, instructing any
        or all of them to pay all monies due and owing to the Borrower from time
        to time under the Assigned Agreements, to the Revenue Account or such
        other account as may be required or contemplated by the Deposit Account
        Agreement;

               (j) to institute and maintain such suits and proceedings as such
        attorney-in-fact shall deem expedient to prevent any impairment of the
        Assignment Collateral or to preserve and protect such attorney-in-fact's
        interest therein;



                                       9
<PAGE>
               (k) to execute and deliver such deeds of conveyance or sale as
        may be necessary or proper for the purpose of conveying full title and
        ownership, free from any claims and rights of the Borrower, to any of
        the Assignment Collateral, after foreclosure thereof; and

               (l) in general, to sign such agreements and documents and perform
        such acts and things required, necessary or, in the opinion of such
        attorney-in-fact, advisable, to fully accomplish the purpose hereof.

               The Borrower hereby confirms and ratifies any and all actions and
things performed or done by the Administrative Agent as the Borrower's
attorney-in-fact or any of its representatives in each case pursuant to the
powers granted hereunder.

               This special power of attorney shall be deemed coupled with an
interest, and cannot be revoked by the Borrower until no Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other Obligations are indefeasibly paid in full in cash. Upon the occurrence and
during the continuance of any Event of Default, the Borrower shall abstain from
exercising any rights under any of the Assigned Agreements which shall be
inconsistent with the exercise of the rights and functions herein granted to the
Administrative Agent as the attorney-in-fact, including abstaining from
collecting, claiming and receiving any monies under the Assigned Agreements,
provided, that, nothing herein shall prevent the Borrower from, except during
the exercise by the Administrative Agent of any such rights and functions,
undertaking the Borrower's operations in the ordinary course of business in
accordance with the Assigned Agreements, including collecting, claiming and
receiving monies under the Assigned Agreements. To the extent that the Borrower
shall receive any monies in respect thereof, notwithstanding the provisions of
this Section 2.02, the Borrower shall be deemed to have received such funds for
the account of the Administrative Agent and shall hold the same in trust and
promptly pay the same to the Administrative Agent for deposit in the Revenue
Account (or other account as may be required or contemplated by the Deposit
Account Agreement) and application pursuant to the Deposit Account Agreement.

               All reasonable costs, expenses, charges and fees paid or incurred
by the Administrative Agent in the exercise of any of the rights, remedies or
powers granted hereunder shall be for the account of the Borrower, and the
Borrower undertakes promptly on demand to pay the same or, as the case may be,
to reimburse the Administrative Agent and/or its agents, representatives,
successors and assignees as the case may be, for any monies paid by it with
interest thereon at the Default Rate from the date the same shall have been paid
by the Administrative Agent and/or its agents, representatives, successors and
assigns until actually paid by the Borrower to the extent that there are then
insufficient funds available in the Revenue Account for this purpose.

               Section 3. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

               The Borrower represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and delivery
of this Agreement and the satisfaction of the Secured Obligations, as follows:




                                       10
<PAGE>
               3.01 Necessary Filings. As of the Restructuring Effective Date,
all filings, registrations, recordings and control necessary or appropriate to
create, (i) the sale, assignment, conveyance, setting over and transfer of the
Assignment Revenues by the Borrower to the Administrative Agent and (ii) the
security interest granted by the Borrower to the Administrative Agent hereby in
respect of the Assignment Collateral have been made or accomplished, and (A) the
sale, assignment, conveyance, setting over and transfer of the Assignment
Revenues to the Administrative Agent pursuant to this Agreement constitutes a
valid and enforceable sale, assignment, conveyance, setting over and transfer
and (B) the security interest granted to the Administrative Agent pursuant to
this Agreement in and to the Assignment Collateral constitutes a valid,
enforceable, and upon the filing of (1) all Financing Statements in the filing
offices noted on Schedule 2 and (2) if applicable, fully executed Assignments of
Security Interests, substantially in the forms of Exhibits A and B hereto, as
applicable, by the United States Patent and Trademark Office and the United
States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section
1060 or 17 U.S.C. Sections 205, as applicable, to perfect the security interests
granted to the Administrative Agent and the Secured Parties in the federally
registered Copyrights, Patents, Trademarks and Licenses, perfected security
interest in the Assignment Revenues and Assignment Collateral (except in each
case, for (x) Assignment Collateral which is not material, and (y) vehicles and
any emergency response boat) superior and prior to the rights of all other
Persons therein and, in each case, subject to no other Liens, sales,
assignments, conveyances, settings over or transfers other than Permitted Liens.

               3.02 No Liens. The Borrower is, as of the Restructuring Effective
Date, as to the Assignment Revenues and Assignment Collateral, and the Borrower
is, or will be, as the case may be, as to any Assignment Collateral acquired by
it from time to time after the date hereof, the owner of all such Assignment
Revenues and Assignment Collateral free from any Lien or other right, title or
interest of any Person (other than Permitted Liens) and the Borrower shall
defend such Assignment Revenues and Assignment Collateral against all claims and
demands of all Persons at any time claiming the same or any interest therein
adverse to the Administrative Agent. Without limiting the generality of the
foregoing, the Borrower shall not assign, charge, convey, sell, set over,
transfer, or grant any security interest in the Assigned Agreements, any of the
other Assignment Collateral or any of the Assignment Revenues other than
pursuant to the Security Documents or as expressly permitted by the Credit
Agreement.

               3.03 Other Financing Statements. There is no financing statement
(or similar statement or instrument of registration under the law of any
jurisdiction) covering or purporting to cover any interest of any kind in the
Assignment Revenues or the Assignment Collateral and so long as any of the
Secured Obligations remain unpaid or any Commitments remain outstanding, the
Borrower will not authorize to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) or statements relating to the Assignment Revenues or the
Assignment Collateral, in each case, except financing statements filed or to be
filed in respect of and covering the security interests granted hereby, or by
the other Security Documents, by the Borrower or Permitted Liens.

               3.04 Jurisdiction of Organization; Chief Executive Office,
Records. (a) The jurisdiction of organization of the Borrower, the exact legal
name of the Borrower, any other



                                       11
<PAGE>
names the Borrower has used in the last five years and the addresses of the
Borrower's chief executive office currently and for the last five years are set
forth on Schedule 2 hereto. The Borrower will not change its name or its
jurisdiction of organization or move its chief executive office except to such
new name, jurisdiction or location as may be permitted in accordance with
Section 3.04(b). The originals of all documents evidencing all Receivables,
General Intangibles and Contract Rights of the Borrower and the only original
books of account and records of the Borrower relating thereto are, and will
continue to be, kept at the locations disclosed in Schedule 2, or at such new
locations as the Borrower may establish in accordance with Section 3.04(b). All
Receivables, General Intangibles and Contract Rights of the Borrower are, and
will continue to be, maintained at, and controlled and directed (including for
general accounting purposes) from, such office locations shown above, or such
new locations as the Borrower may establish in accordance with Section 3.04(b).

        (b) The Borrower shall not change its name or its jurisdiction of
organization or establish a new location for its offices until (i) it shall have
given to the Administrative Agent not less than thirty (30) days' prior written
notice of its intention so to do, clearly describing such new name, jurisdiction
or location and providing such other information in connection therewith as the
Administrative Agent may reasonably request and (ii) with respect to such new
name, jurisdiction or location, it shall have taken all action, reasonably
satisfactory to the Administrative Agent, to maintain the sale, assignment,
conveyance, setting over and transfer of the Assignment Revenues to the
Administrative Agent and the security interest of the Administrative Agent in
the Assignment Collateral intended to be granted hereby at all times fully
perfected, of first priority and in full force and effect.

               3.05 Recourse. Without limitation of Section 9.11, this Agreement
is made with full recourse to the Borrower and pursuant to and in reliance upon
all the warranties, representations, covenants and agreements on the part of the
Borrower contained herein, in the Credit Agreement, in any of the other
Financing Documents and otherwise in writing in connection herewith or
therewith.

               3.06 Consents. (a) Except as set forth on Schedule 3.06(a), no
other consent of any other Person and no authorization, approval or other action
by, and no notice to or filing with, any Governmental Authority is required as
of the date of the execution and delivery of this Agreement (i) for the sale,
assignment, conveyance, setting over and transfer of the Assignment Revenues to
the Administrative Agent (other than Assignment Revenue pursuant to contracts
that are not material or are not Project Contracts), (ii) for the grant by the
Borrower of the pledge, assignment and security interest granted hereby with
respect to the Assignment Collateral (other than contracts that are not material
or are not Project Contracts) or for the execution, delivery or performance of
this Agreement by the Borrower, (iii) for the perfection or maintenance of the
sale, assignment, conveyance, setting over and transfer effected hereby with
respect to the Assignment Revenues and the pledge, assignment and security
interest created hereby with respect to the Assignment Collateral (including the
first priority nature of such sale, assignment, conveyance, setting over and
transfer by way of security with respect to the Assignment Revenues and such
pledge, assignment and security interest with respect to the Assignment
Collateral) other than the filing of appropriate financing statements or similar
filings in respect of the Assignment Revenues and Assignment Collateral (in each
case other than




                                       12
<PAGE>
contracts that are not material or are not Project Contracts), or (iv) for the
exercise by the Administrative Agent of the rights provided for in this
Agreement or the remedies in respect of the Assignment Revenues and the
Assignment Collateral pursuant to this Agreement.

               (b) Except as otherwise expressly provided in the Credit
Agreement or the Deposit Account Agreement, the Borrower shall obtain, after the
date of the execution and delivery of this Agreement, such other consents,
authorizations, and approvals and obtain such other actions, and provide such
notices to or make such filings with, any Governmental Authority as may be
necessary or reasonably requested by the Administrative Agent or any Secured
Party, after the date of this Agreement (i) for the sale, assignment conveyance,
setting over and transfer of the Assignment Revenues to the Administrative
Agent, (ii) for the grant by the Borrower of the pledge, assignment and security
interest granted hereby or for the execution, delivery or performance of this
Agreement by the Borrower, (iii) for the perfection or maintenance of the sale,
assignment, conveyance, setting over and transfer effected hereby with respect
to the Assignment Revenues and the pledge, assignment and security interest
created hereby with respect to the Assignment Collateral (including the first
priority nature of such sale, assignment, conveyance, setting over and transfer
by way of security with respect to the Assignment Revenues and such pledge,
assignment and security interest with respect to the Assignment Collateral) or
(iv) for the exercise by the Administrative Agent of the rights, remedies and
powers provided for in this Agreement or the remedies in respect of the
Assignment Revenues and the Assignment Collateral pursuant to this Agreement.

               (c) Notwithstanding any provision of this Agreement, each of the
parties hereto acknowledges and agrees that (i) any reference to assignment of
any right, title or interest in and to any agreement, contract, Contract Right,
chattel paper, Document, instrument, letter of credit, document, lease,
Governmental Approval or other similar right (collectively "Contract
Collateral"), such assignment shall constitute only a grant of a collateral
security interest and not an absolute assignment of rights under any Contract
Collateral, and (ii) to the extent any grant of a collateral security interest
in and to any Contract Collateral would result in the breach of the instrument,
contract, agreement or other document evidencing or creating such Contract
Collateral security interest shall be deemed to be made subject to obtaining any
required consent and approval under such instrument, contract, agreement or
other document for such grant of a security interest.

               3.07 Pledged Permits. Upon the occurrence and during the
continuance of an Event of Default and after notice to the Borrower that the
Administrative Agent intends to exercise remedies pursuant to the Financing
Documents, the Borrower shall, at the request of the Administrative Agent, take
such steps requested by the Administrative Agent that are necessary to assist
and cooperate, to the extent within the Borrower's control using commercially
reasonable efforts, in the transfer of the Pledged Permits to the Administrative
Agent or any other party or parties designated by the Administrative Agent
effective upon transfer of title to the applicable Portfolio Assets to which
such Pledged Permits relate, including the filing of a joint application by the
Borrower with the Administrative Agent or the Administrative Agent's designees,
for the transfer of the Pledged Permits pursuant to 18 C.F.R. Part 9 or any
successor or replacement regulations thereto, all pursuant to and to the extent
permitted by applicable Requirements of Law.



                                       13
<PAGE>
               3.08 Farm Products; Timber; As-Extracted Collateral. As of the
Restructuring Effective Date, none of the Assignment Revenues or the Assignment
Collateral constitutes, or is Proceeds of, farm products, timber to be cut or
as-extracted collateral. If at any time after the Restructuring Effective Date
any of the Assignment Revenues or the Assignment Collateral is farm products,
timber to be cut or as-extracted collateral, in each case with a value in excess
of $500,000 (as reasonably determined by the Borrower) the Borrower shall take
all actions required in accordance with Section 6.02.

               3.09 Commercial Tort Claims. As to any judgment in respect of any
commercial tort claim having a value in excess of $500,000 of the Borrower which
may arise, the Borrower will notify the Administrative Agent within 45 days of
any such commercial tort claim judgment in favor of the Borrower being entered,
and the Borrower will execute and deliver to the Administrative Agent such
additional security agreements or amendments to this Agreement in form and
substance reasonably satisfactory to the Administrative Agent which identify and
assign, pledge and create a valid, perfected security interest in such judgments
in respect of commercial tort claims of the Borrower as they arise.

               3.10 Letters of Credit. The Borrower will deliver to the
Administrative Agent each letter of credit having a stated amount in excess of
$500,000 in which it is the beneficiary thereof, duly endorsed and accompanied
by duly executed instruments of transfer or assignment, all in form and
substance reasonably satisfactory to the Administrative Agent. The Borrower will
take any and all actions within its control necessary (or requested by the
Administrative Agent), from time to time, to cause the Administrative Agent to
obtain exclusive control of any letter-of-credit rights which have a value
exceeding $500,000 owned by the Borrower in a manner reasonably acceptable to
the Administrative Agent.

               3.11 Chattel Paper. The Borrower will deliver to the
Administrative Agent all tangible chattel paper having a value in excess of
$500,000 duly endorsed and accompanied by duly executed instruments of transfer
or assignment, all in form and substance reasonably satisfactory to the
Administrative Agent. The Borrower will also deliver to the Administrative Agent
all security agreements securing any such chattel paper and execute UCC
financing statement amendments assigning to the Administrative Agent any UCC
financing statements filed by such Grantor in connection with such security
agreements. The Borrower will mark conspicuously all such chattel paper with a
legend, in form and substance reasonably satisfactory to the Administrative
Agent, indicating that such chattel paper is subject to the security interests
created hereunder.

               3.12 Bank Accounts. The Borrower shall not maintain any deposit
accounts or securities accounts other than the Accounts.


               Section 4. SPECIAL PROVISIONS CONCERNING RECEIVABLES; CONTRACT
RIGHTS; INSTRUMENTS.

               4.01 Additional Representations and Warranties: As of the time
when each Receivable and General Intangible arises, the Borrower shall be deemed
to have represented and warranted, to the knowledge of the Borrower and unless
otherwise promptly disclosed by the




                                       14
<PAGE>
Borrower in writing to the Administrative Agent upon the Borrower obtaining
actual knowledge thereof, that such Receivable or General Intangible, as the
case may be, and all records, papers and documents relating thereto (if any) are
genuine and in all respects what they purport to be, and that all records,
papers and documents (if any) relating thereto (i) will represent the genuine,
legal, valid and binding obligation of the account debtor evidencing
indebtedness unpaid and owed by the respective account debtor arising out of the
performance of labor or services or the sale or lease and delivery of
electricity or capacity, or any other merchandise listed therein, or both, and
(ii) are in compliance and will conform with all Requirements of Law, except to
the extent that the failure to comply or conform therewith could not reasonably
be expected to have a Material Adverse Effect.

               4.02 Maintenance of Records. The Borrower will keep and maintain
at its own cost and expense records consistent with GAAP of the Assigned
Agreements and the Receivables, including the originals of all documentation
(including each Assigned Agreement) with respect thereto, records of all
payments received, all credits granted thereon, but subject in each case to
customary record retention policies, and all other dealings therewith. The
Borrower will make the same available to the Administrative Agent for inspection
pursuant to Section 5.08 of the Credit Agreement.

               4.03 Payments Under Assigned Agreements, Receivables and General
Intangibles. (a) Non-Payment to the Administrative Agent. If the Borrower shall
receive payment directly from any party to an Assigned Agreement (including any
letter of credit issued for the benefit of the Borrower in accordance with the
terms thereof) or from any account debtor or other obligor under any Receivable,
General Intangible or any other payments under such Assigned Agreements,
Receivables and General Intangibles, the Borrower shall receive such payments in
a constructive trust for the benefit of the Lenders, shall segregate such
payments from such party's other funds, and shall promptly transmit and deliver
such payments to the Administrative Agent in the same form as so received (with
any necessary endorsement).

               (b) Application of Funds. All amounts received by the
Administrative Agent pursuant to this Section 4.03 or Section 4.04 shall be
deposited into the Revenue Account and applied as set forth in the Deposit
Account Agreement.

               4.04 Direction to Account Debtors; Contracting Parties; etc. The
Borrower agrees that the Administrative Agent may, upon reasonable notice to the
Borrower of its failure to do so, directly notify the obligors with respect to
any Receivables, General Intangibles and/or under any Assigned Agreements to
make payments with respect thereto as provided in Sections 2.01(c) and 4.03.
Upon the occurrence and during the continuance of any Event of Default, the
Administrative Agent may apply, without notice to or assent by the Borrower, any
or all amounts then in, or thereafter deposited in, the Accounts in the manner
provided in the Deposit Account Agreement. The reasonable costs and expenses
(including reasonable attorneys' fees) of collection, whether incurred by the
Borrower or the Administrative Agent, shall be borne by the Borrower.

               4.05 Modification of Terms, etc. Except as otherwise provided in
the Credit Agreement or as permitted in Section 4.06 hereof, (a) the Borrower
shall not rescind or cancel



                                       15
<PAGE>
any Indebtedness in any fiscal year in an amount, in the aggregate, in excess of
$500,000 for borrowed money, or modify in any manner adverse to the Borrower or
the Secured Parties any material term thereof, or make any adjustment materially
adverse to the Borrower or the Secured Parties with respect thereto, or grant
any extension for performance of the same, or compromise or settle any dispute,
claim, suit or legal proceeding relating thereto, or sell any Receivable,
General Intangible or Assigned Agreements, or interest therein, without the
prior written consent of the Administrative Agent, which consent the
Administrative Agent will not unreasonably withhold, delay or condition, and (b)
the Borrower will duly fulfill all material obligations on its part to be
fulfilled under or in connection with the Receivables, the General Intangibles
and the Assigned Agreements and will do nothing to impair the security interests
of the Administrative Agent (including the creation, attachment and priority
thereof) in the Receivables, the General Intangibles or the Assigned Agreements.

               4.06 Collection. The Borrower shall endeavor to cause to be
collected from the account debtor named in the Borrower's Receivables and
General Intangibles or obligor under any Assigned Agreements, and paid by such
account debtor directly to the Revenue Account, as and when due (including
amounts which are delinquent, such amounts to be collected in accordance with
generally accepted lawful collection procedures) any and all amounts owing under
or on account of such Receivable, General Intangible or Assigned Agreements, and
apply promptly upon receipt thereof all such amounts as are so collected to the
outstanding balance of such Receivable, General Intangible or under such
Assigned Agreements, except that, unless an Event of Default shall have occurred
and be continuing (and shall not have been waived by an appropriate vote or
other action by the Required Lenders in accordance with Section 9.02 of the
Credit Agreement), the Borrower may allow in the ordinary course of business as
adjustments to amounts owing under the Borrower's Receivables, General
Intangibles and Assigned Agreements an extension or renewal of the time or times
of payment, or settlement, adjustment, release, compromise, settlement or other
similar action for less than the total unpaid balance, which the Borrower finds
appropriate to enhance collectibility in accordance with sound business
judgment. The reasonable costs and expenses (including reasonable attorneys
fees) of collection, whether incurred by the Borrower or the Administrative
Agent, shall be borne by the Borrower.

               Section 5. SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND
TRADEMARKS.

               5.01 Infringements. Within ten (10) Business Days after a
Responsible Officer of the Borrower obtains actual knowledge thereof, the
Borrower shall notify the Administrative Agent and the Lenders in writing of all
pertinent details available to it, with respect to any infringement or other
violation of the Borrower's rights in, or any claim of any such infringement of,
any, Patent, Copyright or Trademark, whether or not such right is presently held
by the Borrower or third party. As to each such instance, absent the Required
Lenders' authorization to proceed otherwise (as required pursuant to Section
9.02 of the Credit Agreement), which authorization shall not be unreasonably
withheld, delayed or conditioned, and to the extent permitted by applicable
Requirements of Law, the Borrower shall use commercially reasonable efforts to
pursue a remedy.



                                       16
<PAGE>
               5.02 Other Patents, Copyrights and Trademarks. If the Borrower
hereafter acquires rights in any Patent, Copyright or Trademark, the Borrower
shall deliver to the Administrative Agent and the Lenders within 60 days, a copy
of such Patent, Copyright or Trademark and a first priority perfected security
interest therein or a collateral assignment thereof, as appropriate.

               5.03 Remedies. If an Event of Default shall occur and be
continuing (and shall not have been waived by an appropriate vote or other
action as required pursuant to Section 9.02 of the Credit Agreement), the
Administrative Agent, acting pursuant to and in accordance with the terms of the
Deposit Account Agreement, the other Financing Documents and applicable
Requirements of Law may (a) declare the entire right, title, and interest of the
Borrower in any Patents, Copyrights and Trademarks vested in the Administrative
Agent, in which event such right, title, and interest immediately shall vest in
the Administrative Agent; and (b) take and practice or use or sell any or all of
such Patents, Copyrights or Trademarks, or take and use or sell the Borrower's
rights in such Patents, Copyrights or Trademarks, along with the goodwill and
all other elements of the Borrower's ongoing business symbolized by such assets
and secured under this Agreement, and the right to carry on the business of the
Borrower in connection with which such assets have been used. The Borrower shall
execute any other and further documents which the Administrative Agent may
request further to confirm the foregoing and to transfer to the Administrative
Agent ownership of the Borrower's rights to such Trademarks, Patents and/or
Copyrights.

               Section 6. PROVISIONS CONCERNING ALL ASSIGNMENT REVENUES AND
ASSIGNMENT COLLATERAL; INSURANCE.

               6.01 Protection of the Administrative Agent's Interests. The
Borrower will do nothing to impair the rights of the Administrative Agent or the
Lenders in the Assignment Revenues and the Assignment Collateral, provided,
however, that nothing herein shall prevent the Borrower, prior to the exercise
by the Administrative Agent of any such rights, from undertaking the Borrower's
operations in the ordinary course of business in accordance with the Assigned
Agreements. The Borrower assumes all liability and responsibility in connection
with the Assignment Revenues and the Assignment Collateral and the liability of
the Borrower with respect to the Secured Obligations shall in no way be affected
or diminished by reason of the fact that such Assignment Revenues and Assignment
Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever
unavailable to the Borrower.

               6.02 Further Actions. The Borrower will, at its own expense,
make, execute, endorse, acknowledge, file and/or deliver to the Administrative
Agent and the Lenders from time to time such lists, descriptions and
designations of the Assignment Revenues and the Assignment Collateral, warehouse
receipts, receipts in the nature of warehouse receipts, bills of lading,
documents of title, bailee and warehousemen acknowledgements, vouchers,
invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other assurances or instruments and take such further steps, relating to the
Assignment Revenues and the Assignment Collateral and other property or rights
covered by the interests hereby granted, which is necessary to perfect, preserve
or protect its ownership and security interests in the Assignment Revenues and
the Assignment Collateral, or




                                       17
<PAGE>
as-extracted collateral through filing, possession, control or otherwise or is
otherwise reasonably requested by the Administrative Agent; provided, that the
foregoing shall not require the Borrower to obtain any Additional Contract
Consent except as reasonably requested by the Administrative Agent, and, to the
extent so requested, the Borrower shall use commercially reasonable efforts to
obtain such Additional Contract Consent.

               6.03 Financing Statements. The Borrower agrees to execute and
deliver to the Administrative Agent, on behalf of the Lenders, financing
statements, continuation statements, amendments thereto, filings with the United
States Patent and Trademark Office or United States Copyright Office (or any
successor office or any similar office in any other country) or similar
statements or instruments of registration under the law of any jurisdiction, in
form reasonably acceptable to the Administrative Agent, as it may from time to
time reasonably request or as are necessary or desirable in its reasonable
opinion to establish, maintain, perfect, continue, enforce or protect the
security interests contemplated hereunder as valid, enforceable, first priority
security interests as provided herein and the other rights and security
contemplated herein, all in accordance with the UCC as enacted in any and all
relevant jurisdictions or any other applicable Requirement of Law. The Borrower
authorizes the Administrative Agent to authenticate and file any such financing
statements without the signature of the Borrower and naming the Borrower as
debtor and the Administrative Agent as secured party. The Borrower will pay any
applicable filing fees and related expenses under this Section 6.03. Unless
specifically permitted under applicable Requirements of Law, the Borrower shall
not file any amendments or terminations of financing statements filed to
establish and maintain the security interests contemplated hereunder without the
Administrative Agent's authorization, and any such filing made without the
Administrative Agent's authorization, is ineffective.

               Section 7. REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT.

               7.01 Remedies; Obtaining the Assignment Collateral Upon Default.
The Borrower agrees that, if any Event of Default shall have occurred and be
continuing (and shall not have been waived by an appropriate vote or other
action by the Required Lenders), then and in every such case, subject to the
terms and provisions of the Credit Agreement and any applicable Requirement of
Law then in effect, the Administrative Agent, in addition to any rights now or
hereafter existing under any applicable Requirement of Law, shall have all
rights as a secured creditor under the UCC or any other applicable Requirement
of Law in all relevant jurisdictions and may, acting pursuant to and in
accordance with the terms of the Credit Agreement:

               (a) personally, or by agents or attorneys, immediately retake
        possession of the Assignment Collateral or any part thereof, from the
        Borrower or any other Person who then has possession of any part thereof
        with or without notice or process of law, and for that purpose may enter
        upon the Borrower's premises where any of the Assignment Collateral is
        located and remove the same and use in connection with such removal any
        and all services, supplies, aids and other facilities of the Borrower;
        and

               (b) instruct the obligor or obligors on any agreement,
        instrument or other obligation (including any other Assigned Agreement,
        the General Intangibles and the Receivables) constituting the Assignment
        Revenues and Assignment Collateral to make



                                       18
<PAGE>
        any payment required by the terms of such instrument or agreement
        directly to the Administrative Agent for deposit in the Revenue Account
        (or any other account required or contemplated by the Deposit Account
        Agreement) and application pursuant to the Deposit Account Agreement;
        and

               (c) apply all monies, securities and instruments in the Revenue
        Account, and each other Account, in accordance with the Deposit Account
        Agreement; and

               (d) sell, assign or otherwise liquidate, or direct the Borrower
        to sell, assign or otherwise liquidate, any or all of the Assignment
        Collateral or any part thereof, and take possession of the proceeds of
        any such sale or liquidation for deposit in the Revenue Account (or any
        other account required or contemplated by the Deposit Account Agreement)
        and application pursuant to the Deposit Account Agreement; and

               (e) take possession of the Assignment Collateral or any part
        thereof, by directing the Borrower in writing to deliver the same to the
        Administrative Agent at any place or places designated by the
        Administrative Agent as may be commercially reasonable, in which event
        the Borrower shall at its own expense:

                      (i) forthwith cause the same to be moved to the place or
                places so designated by the Administrative Agent and there
                delivered to the Administrative Agent,

                      (ii) store and keep any Assignment Collateral so delivered
               to the Administrative Agent (to the extent not physically
               delivered to the Administrative Agent) at such place or places
               pending further action by the Administrative Agent as provided in
               Section 7.02, and

                      (iii) while such Assignment Collateral shall be so stored
               and kept, provide such guards and maintenance services as shall
               be necessary to protect the same and to preserve and maintain
               them in good condition;

    it being understood that the Borrower's obligation to so deliver the
    Assignment Collateral is of the essence of this Agreement and that,
    accordingly, upon application to a court of equity having jurisdiction, the
    Administrative Agent shall be entitled to a decree requiring specific
    performance by the Borrower of such obligation.

               7.02 Remedies, Disposition of the Assignment Collateral. Any
Assignment Collateral repossessed by the Administrative Agent under or pursuant
to Section 7.01, and any other Assignment Collateral whether or not so
repossessed by the Administrative Agent, may be sold, assigned, leased or
otherwise disposed of under one or more contracts or as an entirety, and without
the necessity of gathering at the place of sale the property to be sold, and in
general in such manner, at such time or times, at such place or places and on
such terms as the Administrative Agent, acting in good faith, may, upon written
direction in compliance with any applicable Requirement of Law, determine to be
commercially reasonable. Subject to the foregoing, any of the Assignment
Collateral may be sold, leased or otherwise disposed of, in the condition in
which the same existed when taken by the Administrative Agent or after any




                                       19
<PAGE>
overhaul or repair which the Administrative Agent, acting in good faith, shall
determine to be commercially reasonable. Any such disposition which shall be a
private sale or other private proceeding permitted by such requirements shall be
made upon not less than 10 days' written notice to the Borrower (except that, if
the Administrative Agent shall determine, in its sole discretion, that any of
the Collateral threatens to decline quickly in value or to become worthless, any
such sale may be made upon three days' notice to the Borrower) specifying the
time at which such disposition is to be made and the intended sale price or
other consideration therefor, and shall be subject, for the 10 days after the
giving of such notice, to the right of the Borrower or any nominee of the
Borrower to acquire the Assignment Collateral involved at a price or for such
other consideration at least equal to the intended sale price or other
consideration so specified. To the extent permitted by applicable Requirements
of Law, the Administrative Agent on behalf of the Lenders may bid for and become
the purchaser of the Assignment Collateral or any item thereof, offered for sale
in accordance with this Section 7.02. If, under mandatory requirements of any
applicable Requirement of Law, the Administrative Agent shall be required to
make disposition of the Assignment Collateral within a period of time which does
not permit the giving of notice to the Borrower as hereinabove specified, the
Administrative Agent need give the Borrower only such notice of disposition as
shall be reasonably practicable in view of such mandatory requirements of any
applicable Requirement of Law.

               The Borrower hereby irrevocably appoints the Administrative Agent
as its attorney-in-fact, so that the Administrative Agent, or any Person
empowered by the Administrative Agent, shall, during the continuance of any
Event of Default, be authorized to sell, assign, lease or otherwise dispose of
the Assignment Collateral or any part thereof pursuant to the provisions of the
preceding paragraph, and, in general, to do or cause to be done all such acts
and things which are otherwise required to be done by the Borrower under this
Agreement.

               7.03 Waiver of Claims. Except as otherwise provided in this
Agreement or in any other Financing Document, THE BORROWER HEREBY WAIVES, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING
IN CONNECTION WITH THE ADMINISTRATIVE AGENT TAKING POSSESSION OR THE
ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL, IN EACH
CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR
NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT
WHICH THE BORROWER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF
THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and the
Borrower hereby further waives, to the extent permitted by applicable
Requirements of Law:

               (i) all damages occasioned by such taking of possession except
        any damages which are the direct result of the gross negligence or
        willful misconduct of the Administrative Agent, any Lender, or any
        Person acting on its behalf or instruction;

               (ii) all other requirements as to the time, place and terms of
        sale or other requirements with respect to the enforcement of the
        Administrative Agent's rights hereunder; and



                                       20
<PAGE>
               (iii) all rights of redemption, appraisement, valuation, stay,
        extension or moratorium now or hereafter in force under any applicable
        Requirement of Law in order to prevent or delay the enforcement of this
        Agreement (including any right to claim that such enforcement should be
        stayed pending the outcome of any other action or proceeding (including
        any arbitration proceeding)) or the absolute sale of the Assignment
        Collateral or any portion thereof, and the Borrower, for itself and all
        who may claim under it, insofar as it or they now or hereafter lawfully
        may, hereby waives the benefit of all such applicable Requirements of
        Law.

To the extent permitted under applicable Requirements of Law, any sale of, or
the grant of options to purchase, or any other realization upon, any Assignment
Collateral shall operate to divest all right, title, interest, claim and demand,
either at law or in equity, of the Borrower therein and thereto, and shall be a
perpetual bar both at law and in equity against the Borrower and against any and
all Persons claiming or attempting to claim the Assignment Collateral so sold,
optioned or realized upon, or any part thereof, from, through and under the
Borrower.

               7.04 Application of Proceeds. Notwithstanding any other provision
of this Agreement, all payments made under or in connection with this Agreement,
and all moneys collected by the Administrative Agent upon any sale or other
disposition of the Collateral pursuant to this Agreement, including Sections
7.01 and 7.02 shall be applied in accordance with the Financing Documents,
including that any proceeds of Collateral which remains after payment in full in
cash of the Obligations will be paid to the Collateral Agent for the benefit of
the OPNY Secured Parties for distribution pursuant to the Intercreditor
Agreement and the OPNY Second Lien Documents, and such proceeds shall constitute
proceeds under the OPNY Second Lien Documents. For the avoidance of doubt, it is
understood that the Borrower shall remain liable to the extent of any deficiency
between the amount of the Proceeds of the Assignment Collateral and the
aggregate amount of the Secured Obligations.

               7.05 Remedies Cumulative. No failure or delay on the part of the
Administrative Agent or any Lender in exercising any right, power or privilege
hereunder or under any other Financing Document and no course of dealing between
the Borrower and the Administrative Agent or any Lender shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Financing Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights, powers and remedies herein or in any other
Financing Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which the Administrative Agent or any Lender would
otherwise have. No notice to or demand on the Borrower in any case shall entitle
the Borrower to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent
or any Lender to any other or further action in any circumstances without notice
or demand.

               7.06 Discontinuance of Proceedings. In case the Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale, entry or otherwise, and such
proceeding shall have been discontinued or abandoned for any reason or shall
have been determined adversely to the Administrative Agent, then and in every
such case the Borrower, the Administrative Agent and each holder of any of



                                       21
<PAGE>
the Obligations shall be restored to their former positions and rights hereunder
with respect to the Assignment Collateral subject to the security interest
created under this Agreement, and all rights, remedies and powers of the
Administrative Agent shall continue as if no such proceeding had been
instituted.

               7.07 Grant of License or Sub-License to Use Patent, Trademark,
Copyright and License Collateral. For the purpose of enabling the Administrative
Agent to exercise rights and remedies under this Article VII at such time as the
Administrative Agent shall be lawfully entitled to exercise such rights and
remedies, the Borrower hereby grants to the Administrative Agent an irrevocable,
non-exclusive license (exercisable without payment of royalty or other
compensation to the Borrower) to use, license or sub-license any Patent,
Trademark, Copyright or License (to the extent the Borrower has authority to
sub-license any such License) now owned or licensed or hereafter acquired or
licensed by the Borrower, and wherever the same may be located, and including in
such license reasonable access to all media in which any of the licensed items
may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such license or sub-license by the
Administrative Agent shall be exercised, at the option of the Administrative
Agent, only upon the occurrence and during the continuation of an Event of
Default; provided that any license, sub-license or other transaction entered
into by the Administrative Agent while such Event of Default was continuing in
accordance herewith shall be binding upon the Borrower notwithstanding any
subsequent cure of an Event of Default. The Administrative Agent agrees to apply
the net Proceeds received from any such license as provided in Section 7.04
hereof.


               Section 8. INDEMNITY; EXPENSES.

        (a) The Borrower agrees to indemnify and hold harmless the
Administrative Agent and each Secured Party from and against any and all claims,
losses and liabilities arising out of or resulting from the Collateral or the
Borrower's pledge and assignment under this Agreement (including enforcement
against the Borrower of this Agreement), except claims, losses or liabilities
resulting from the gross negligence or willful misconduct of any Secured Party
or any other Person designated by any Secured Party to act on its behalf
pursuant to this Agreement.

        (b) The Borrower will upon demand pay to the Administrative Agent or any
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the Administrative Agent or any Secured Party may incur in connection with (i)
the administration of this Agreement, (ii) the sale of, collection from, or
other realization upon, any of the Collateral of the Borrower, (iii) the
exercise or enforcement (whether through negotiations, legal proceedings or
otherwise) of any of the rights of the Administrative Agent or any Secured Party
hereunder against the Borrower or (iv) the failure by the Borrower to perform or
observe any of the provisions hereof.

               Section 9. MISCELLANEOUS.

               9.01 Notices. All notices hereunder, unless otherwise specified,
shall be provided as specified in Section 9.01 of the Credit Agreement. Promptly
after the execution of any and all material amendments, supplements and waivers,
of and to the Assignment Revenues



                                       22
<PAGE>
or Assignment Collateral, originals, if reasonably available and, if not, copies
of such amendments, supplements and waivers shall be delivered to the
Administrative Agent.

               9.02 Waiver, Amendment; Severability. No amendment or waiver of
any provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or unenforceable in any jurisdiction the validity, legality and enforceability
of the remaining provisions or obligations, or of such provision or obligation
in any other jurisdiction shall not in any way be affected or impaired thereby.

               9.03 Obligations Absolute. To the extent permitted by applicable
Requirements of Law, the obligations of the Borrower under this Agreement are
independent of the Secured Obligations, and a separate action or actions may be
brought and prosecuted against the Borrower to enforce this Agreement,
irrespective of whether any action is brought against any other pledgor or any
guarantor of the Secured Obligations or whether any other pledgor or any
guarantor of the Secured Obligations is joined in any such action or actions.
All rights of the Administrative Agent and the assignment, hypothecation and
security interest hereunder, and all obligations of the Borrower hereunder,
shall be absolute and unconditional, irrespective of:

        (a) any lack of validity or enforceability of this Agreement, the Credit
Agreement, any other Financing Document or any other agreement or instrument
relating to any thereof, the absence of any action to enforce the same, any
release of any Credit Party, the recovery of any judgment against the Borrower
or any other Credit Party, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of the Borrower;

        (b) any occurrence or condition whatsoever, including (i) any
compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations of the Borrower or any
other Credit Party contained in this Agreement, the Credit Agreement or any
other Financing Document, (ii) any impairment, modification, release or
limitation of the liability of the Borrower or any other Credit Party or any of
their estates in bankruptcy, or any remedy for the enforcement thereof,
resulting from the operation of any present or future provision of any
applicable bankruptcy law, as amended, or other statute or from the decision of
any court, (iii) the assertion or exercise by the Borrower, the Administrative
Agent or any other Secured Party of any rights or remedies, (iv) the assignment
or the purported assignment of any property as security for the Secured
Obligations, including all or any part of the rights of the Borrower under this
Agreement, (v) the extension of the time for payment by the Borrower or any
other Credit Party or any other guarantor of any payments or other sums or any
part thereof owing or payable under any of the terms and provisions of any
Financing Document or of the time for performance by the Borrower or any other
Credit Party of any other obligations under or arising out of any terms or
provisions or the extension of the renewal of any thereof, (vi) the modification
or amendment (whether material or otherwise) of any duty, agreement or



                                       23
<PAGE>
obligation of the Borrower or any other Credit Party set forth in any Financing
Document, (vii) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all of the assets, marshalling of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of, or other similar proceeding affecting the Borrower or any other Credit Party
or any of their respective assets, or the disaffirmancy of this Agreement or any
Financing Document in any such proceeding, (viii) the release or discharge of
the Borrower or any other Credit Party from the performance or observance of any
agreement, covenant, term or condition contained in any of such instruments by
operation of law, (ix) the unenforceability of this Agreement or any Financing
Document or (x) any other circumstance which might otherwise constitute a legal
or equitable discharge of a surety or guarantor; or

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

               9.04 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto and shall inure to the benefit of the Lenders;
provided, however, that the Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the
Administrative Agent and each of the Lenders. Any Lender may transfer, assign or
grant all or such relevant part of its rights hereunder in connection with an
assignment or transfer of all or any part of its interest in its Loans in
accordance with the provisions of the Credit Agreement, and such assignee shall
thereupon become vested in all benefits in respect thereof granted to such
Lender herein or otherwise. All agreements, statements, representations and
warranties made by the Borrower herein or in any certificate or other instrument
delivered by the Borrower or on its behalf under this Agreement shall be
considered to have been relied upon by the Lenders and shall survive the
execution and delivery of this Agreement, the Credit Agreement and the other
Financing Documents regardless of any investigation made by the Lenders or on
their behalf.

               9.05 Headings Descriptive, etc. The headings of the several
sections and subsections of this Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

               9.06 Governing Law; Submission to Jurisdiction and Venue. (a)
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THE BORROWER AND EACH SECURED PARTY IN CONNECTION WITH THIS AGREEMENT
AND THE



                                       24
<PAGE>
OTHER FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

        (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, THE BORROWER AND EACH
SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE BORROWER AND EACH
SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. THE BORROWER WAIVES IN
ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS.

        (c) THE BORROWER AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT, TO
THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST THE
BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD
FAITH TO ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. THE
BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN
WHICH ANY SECURED PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

        (d) THE BORROWER AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

        (e) THE BORROWER HEREBY IRREVOCABLY DESIGNATES NATIONAL
REGISTERED AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE
501, NEW YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE
BORROWER TO RECEIVE FOR AND ON BEHALF OF THE BORROWER SERVICE OF PROCESS IN SUCH
RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE BORROWER
AT ITS ADDRESS SET FORTH IN ACCORDANCE WITH



                                       25
<PAGE>
SECTION 9.01. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
TO THE BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE
DATE OF RECEIPT THEREOF.

        (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (ii)
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION, IN EITHER CASE SOLELY AS PERMITTED IN SUBSECTION (c) OF THIS
SECTION 9.06.

               9.07 The Borrower's Duties. It is expressly agreed, anything
herein contained to the contrary notwithstanding, that the Borrower shall remain
liable to perform all of the obligations, if any, assumed by it with respect to
the Assignment Revenues or the Assignment Collateral and the Administrative
Agent and the Lenders shall have no obligations or liabilities (except
obligations or liabilities resulting from the gross negligence or willful
misconduct of the Administrative Agent and the Lenders) with respect to any
Assignment Revenues or Assignment Collateral by reason of or arising out of or
in connection with this Agreement, nor shall the Administrative Agent or the
Lenders be required or obligated in any manner to perform or fulfill any of the
obligations of the Borrower under or with respect to any Assignment Revenues or
Assignment Collateral.

               9.08 Termination; Release. This Agreement shall create a
continuing pledge, assignment of hypothecation of and security interest in the
Collateral and shall remain in full force and effect until no Lender shall have
any Commitment outstanding and until the Notes, together with interest, and all
other secured obligations are indefeasibly paid in full in cash. This Agreement
shall terminate when all Secured Obligations have been indefeasibly paid in full
in cash and all Commitments have been terminated, and the Administrative Agent,
at the written request and expense of the Borrower, will promptly authorize,
execute and deliver, as applicable, to the Borrower the proper instruments
(which may include Uniform Commercial Code termination statements on form UCC-3)
acknowledging the termination of this Agreement, and will promptly duly assign,
transfer and deliver, (without recourse and without any representation or
warranty) free from any interest of the Administrative Agent or Lien granted
hereunder such of the Assignment Revenues or Assignment Collateral as may be in
possession of the Administrative Agent, in accordance with the Intercreditor
Agreement or, if the OPMW Second Lien Documents shall have terminated pursuant
to the terms thereof, to the Borrower, and has not theretofore been sold or
otherwise applied or released pursuant to this Agreement together with such
notices to third parties as may be necessary to countermand any notices
previously sent to them pursuant hereto.

               9.09 Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.



                                       26
<PAGE>
               9.10 Applicability of Deposit Account Agreement. In amplification
of, and notwithstanding any other provisions of this Agreement, in connection
with its obligations hereunder, the Administrative Agent shall have all of the
rights, powers, privileges, exculpations, protections and indemnities as are
provided for or referred to in the Deposit Account Agreement.

               9.11 Limitation of Recourse. The obligations of the Borrower
hereunder are obligations solely of the Borrower and shall not constitute a debt
or obligation of any direct or indirect, partner, shareholder or other equity
owner of the Borrower or any of their respective directors, officers, agents or
employees (each such Person, a "Non-Recourse Party"). No Non-Recourse Party
shall be liable for any amount payable by the Borrower under this Agreement and
the Secured Parties shall not seek a money judgment or deficiency or personal
judgment against any Non-Recourse Party for payment of the indebtedness payable
by the Borrower evidenced by this Agreement. No property or assets of any
Non-Recourse Party, other than as contemplated in the Financing Documents, shall
be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Borrower with respect to this
Agreement or the other Financing Documents. The foregoing acknowledgments,
agreements and waivers shall be enforceable by any Non-Recourse Party.
Notwithstanding the foregoing, nothing in this Section shall limit or affect or
be construed to limit or affect the obligations and liabilities of any Credit
Party or any other Non-Recourse Party (a) in accordance with the terms of any
Transaction Document creating such liabilities and obligations to which such
Credit Party or Non-Recourse Party is a party, (b) arising from liability
pursuant to any applicable Requirement of Law for such Credit Party's or such
Non-Recourse Party's fraudulent actions, knowing misrepresentations or willful
misconduct or (c) with respect to amounts distributed to it in violation of
Section 6.10 of the Credit Agreement.

               9.12 Amendment and Restatement. This Agreement is an amendment
and restatement of the Assignment and Security Agreement, dated as of April 28,
2000 (the "Original Agreement") between the Borrower and the Administrative
Agent. It is the intention of the parties that this Agreement amend, restate,
extend and renew the terms and conditions of the Original Agreement and the
liens and security interests created thereby, and is not intended to be a
novation or discharge of the obligations of the Borrower thereunder or the liens
and security interests created thereby. The liens and security interests of the
Original Agreement are hereby ratified, confirmed, renewed, extended, and
brought forward in full force and effect as security for the Obligations.



                  [Remainder of page intentionally left blank.]



                                       27
<PAGE>
        IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.


                                    BORROWER:

                                    ORION POWER MIDWEST, L.P.

                                    By:  Orion Power MidWest GP, Inc.,
                                    its general partner


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


                                    ADMINISTRATIVE AGENT:

                                    BANK OF AMERICA, N.A., as Administrative
                                    Agent


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



<PAGE>
                                                                 EXHIBIT H -2 TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


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



                  SECOND LIEN ASSIGNMENT AND SECURITY AGREEMENT


                                     between


                           ORION POWER NEW YORK, L.P.


                                       and


                             BANK OF AMERICA, N.A.,

                          as OPMW Administrative Agent



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

                          Dated as of October 28, 2002

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


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                <C>
SECTION 1.     DEFINITIONS..........................................................................2


SECTION 2.     ASSIGNMENT; SECURITY INTERESTS; INSURANCE PROCEEDS...................................6

   2.01        PLEDGE; ASSIGNMENT; GRANT OF SECURITY INTERESTS......................................6
   2.02        POWER OF ATTORNEY....................................................................9

SECTION 3.     GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS....................................12

   3.01        NECESSARY FILINGS....................................................................12
   3.02        NO LIENS.............................................................................12
   3.03        OTHER FINANCING STATEMENTS...........................................................13
   3.04        JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE, RECORDS........................13
   3.05        RECOURSE.............................................................................14
   3.06        CONSENTS.............................................................................14
   3.07        PLEDGED PERMITS......................................................................15
   3.08        FARM PRODUCTS; TIMBER; AS-EXTRACTED COLLATERAL.......................................15
   3.09        COMMERCIAL TORT CLAIMS...............................................................15
   3.10        LETTERS OF CREDIT....................................................................15
   3.11        CHATTEL PAPER........................................................................16
   3.12        BANK ACCOUNTS........................................................................16

SECTION 4.     SPECIAL PROVISIONS CONCERNING RECEIVABLES; CONTRACT RIGHTS; INSTRUMENTS..............16

   4.01        ADDITIONAL REPRESENTATIONS AND WARRANTIES............................................16
   4.02        MAINTENANCE OF RECORDS...............................................................16
   4.03        PAYMENTS UNDER ASSIGNED AGREEMENTS, RECEIVABLES AND GENERAL INTANGIBLES..............16
   4.04        DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES; ETC...............................17
   4.05        MODIFICATION OF TERMS, ETC...........................................................17
   4.06        COLLECTION...........................................................................17

SECTION 5.     SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADEMARKS.....................18

   5.01        INFRINGEMENTS........................................................................18
   5.02        OTHER PATENTS, COPYRIGHTS AND TRADEMARKS.............................................18
   5.03        REMEDIES.............................................................................18

SECTION 6.     PROVISIONS CONCERNING ALL ASSIGNMENT REVENUES AND ASSIGNMENT COLLATERAL;
               INSURANCE............................................................................19

   6.01        PROTECTION OF THE OPMW ADMINISTRATIVE AGENT'S INTERESTS..............................19
</TABLE>



                                       i
<PAGE>
<TABLE>
<S>                                                                                                <C>
   6.02        FURTHER ACTIONS.....................................................................19
   6.03        FINANCING STATEMENTS................................................................19

SECTION 7.     REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT........................................20

   7.01        REMEDIES; OBTAINING THE ASSIGNMENT COLLATERAL UPON DEFAULT..........................20
   7.02        REMEDIES, DISPOSITION OF THE ASSIGNMENT COLLATERAL..................................21
   7.03        WAIVER OF CLAIMS....................................................................22
   7.04        APPLICATION OF PROCEEDS.............................................................23
   7.05        REMEDIES CUMULATIVE.................................................................23
   7.06        DISCONTINUANCE OF PROCEEDINGS.......................................................23
   7.07        GRANT OF LICENSE OR SUB-LICENSE TO USE PATENT, TRADEMARK, COPYRIGHT AND
               LICENSE COLLATERAL..................................................................23

SECTION 8.     INDEMNITY; EXPENSES.................................................................24


SECTION 9.     MISCELLANEOUS.......................................................................24

   9.01        NOTICES.............................................................................24
   9.02        WAIVER, AMENDMENT; SEVERABILITY.....................................................24
   9.03        OBLIGATIONS ABSOLUTE................................................................25
   9.04        SUCCESSORS AND ASSIGNS..............................................................26
   9.05        HEADINGS DESCRIPTIVE, ETC...........................................................26
   9.06        GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE.................................26
   9.07        THE OPNY BORROWER'S DUTIES..........................................................28
   9.08        TERMINATION; RELEASE................................................................28
   9.09        EXECUTION IN COUNTERPARTS...........................................................28
   9.10        [INTENTIONALLY DELETED.]............................................................28
   9.11        LIMITATION OF RECOURSE..............................................................29
   9.12        SUBORDINATION.......................................................................29
</TABLE>


Schedules

Schedule 1     Commercial Tort Claim Judgments
Schedule 2     Name; Jurisdiction of Organization; Location


Exhibits

Exhibit A      Assignment of Security Interest in United States Patents and
               Trademarks
Exhibit B      Assignment of Security Interest in United States Copyrights



                                       ii
<PAGE>
                  SECOND LIEN ASSIGNMENT AND SECURITY AGREEMENT

               SECOND LIEN ASSIGNMENT AND SECURITY AGREEMENT, dated as of
October 28, 2002 (this "Agreement"), between ORION POWER NEW YORK, L.P., a
limited partnership organized under the laws of the State of Delaware (the "OPNY
Borrower"), and BANK OF AMERICA, N.A., as administrative agent (in such
capacity, together with any successors and assigns, the "OPMW Administrative
Agent") for the benefit of the Secured Parties (as defined in the OPMW Credit
Agreement referred to below).

                              W I T N E S S E T H:

        WHEREAS, Orion Power MidWest, L.P. (the "OPMW Borrower") has entered
into that certain Second Amended and Restated Credit Agreement, dated as of the
Restructuring Effective Date (as the same may be amended, supplemented or
otherwise modified from time to time, the "OPMW Credit Agreement"), with the
OPMW Administrative Agent, Banc of America Securities LLC and BNP Paribas, as
lead arrangers and joint book runners, Bank of America, N.A., as issuing bank,
BNP Paribas, as syndication agent, The Bank of Nova Scotia, Mizuho Corporate
Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as
documentation agents, and the Lenders named on the signature pages thereto and
from time to time parties thereto (the "OPMW Lenders"), pursuant to which the
OPMW Lenders have agreed, inter alia, to renew, modify and extend credit
facilities that were issued to the OPMW Borrower to finance a portion of the
purchase price of the Portfolio Assets and to provide working capital
availability to the OPMW Borrower;

               WHEREAS, the OPNY Borrower has entered into an Amended and
Restated Credit Agreement, dated as of the Restructuring Effective Date (as the
same may be amended, supplemented or otherwise modified from time to time, the
"OPNY Credit Agreement"), with Bank of America, N.A., as administrative agent
and as issuing bank, Banc of America Securities LLC and BNP Paribas, as lead
arrangers and joint book runners, BNP Paribas, as syndication agent, Union Bank
of California, N.A., CoBank, ACB and Deutsche Bank AG New York and/or Cayman
Island Branch, as documentation agents, and the Lenders named on the signature
pages thereto and from time to time parties thereto (the "OPNY Lenders"),
pursuant to which the OPNY Lenders have agreed, inter alia, to renew, modify and
extend credit facilities that were issued to the OPNY Borrower to finance a
portion of the purchase price of the Portfolio Assets (as defined in the OPNY
Credit Agreement) and to provide working capital availability to the OPNY
Borrower;

               WHEREAS, the OPMW Administrative Agent, the OPNY Administrative
Agent, the OPMW Lenders, the OPNY Lenders and Bank of America, N.A., as
collateral agent have entered into the Intercreditor Agreement (as defined in
the OPNY Credit Agreement);

               WHEREAS, the Grantor has entered into a Guarantee Agreement dated
as of the Restructuring Effective Date (as the same may be amended, supplemented
or otherwise modified from time to time, the "OPNY Guarantee"), with the OPMW
Administrative Agent and certain other Subsidiaries of the OPNY Grantor,
pursuant to which the Grantor has agreed to guarantee the Obligations of the
OPMW Borrower;



<PAGE>
               WHEREAS, the OPMW Credit Agreement contemplates the execution,
delivery and the implementation of this Agreement; and

               WHEREAS, it is a condition precedent to the obligations of the
OPMW Lenders under the OPMW Credit Agreement that this Agreement shall have been
entered into by the parties hereto and shall be in full force and effect;

               NOW, THEREFORE, in consideration of the benefits to the OPNY
Borrower, the receipt and sufficiency of which are hereby acknowledged, the OPNY
Borrower hereby makes the following assignments, representations and warranties
to the OPMW Administrative Agent, for the benefit of the Secured Parties, and
hereby covenants and agrees with the OPMW Administrative Agent, in each case, as
follows:

               Section 1. DEFINITIONS. (a) For all purposes of this Agreement,
(i) capitalized terms not otherwise defined herein shall have the meanings set
forth in the OPMW Credit Agreement, (ii) unless otherwise specified or otherwise
defined herein or in the OPMW Credit Agreement, terms used in Article 9 of the
UCC (as hereinafter defined) are used herein as therein defined and (iii) the
principles of construction set forth in Section 1.04 of the OPMW Credit
Agreement shall apply hereto.

               (b) In addition, the following terms shall have the meanings
herein specified:

               "ACCOUNTS" shall have the meaning assigned such term in the
Deposit Account Agreement.

               "AGREEMENT" shall mean this Second Lien Assignment and Security
Agreement, as amended, supplemented or otherwise modified from time to time.

               "ASSIGNED AGREEMENTS" shall have the meaning provided in Section
2.01(a)(xi).

               "ASSIGNMENT COLLATERAL" shall have the meaning provided in
Section 2.01(a)(xiv).

               "ASSIGNMENT REVENUES" shall have the meaning provided in Section
2.01(a)(i).

               "COLLATERAL" shall have the meaning provided in Section 2.01(a).

               "CONTRACT RIGHTS" shall mean all rights of the OPNY Borrower
(including all rights to payment) under each Assigned Agreement.

               "COPYRIGHT LICENSES" shall mean any written agreement (a)
granting any right to any third party under any Copyright of the OPNY Borrower
or (b) granting any right to the OPNY Borrower under any Copyright of any third
party.

               "COPYRIGHTS" shall mean all right, title and interest of any
person in and to all of the following, whether now owned or hereafter acquired:



                                       2
<PAGE>
                      (i) the federally registered United States and foreign
copyrights and any renewals thereof;

               (ii)   all other United States and foreign copyrights;

               (iii)  all registrations and applications for registration of any
                      such copyright in the United States or any other country,
                      including registrations, recordings, supplemental
                      derivative or collective work registrations and pending
                      applications for registrations in the United States
                      Copyright Office;

               (iv)   all computer programs, computer data bases, computer
                      program flow diagrams, source codes and object codes
                      related to any or all of the foregoing; and

               (v)    all tangible property embodying or incorporating any or
                      all of the foregoing.

               "DEPOSIT ACCOUNT AGREEMENT" shall have the meaning assigned such
term in the OPNY Credit Agreement.

               "DOCUMENTS" shall mean all of the books, ledgers, records,
computer programs, tapes, discs, punch cards, data processing software,
transaction files, master files and related property and rights (including
computer and peripheral equipment) of the OPNY Borrower pertaining to or
referencing the Collateral.

               "EQUIPMENT" shall have the meaning provided in Section
2.01(a)(ii).

               "GENERAL INTANGIBLES" shall have the meaning provided in Section
2.01(a)(vi).

               "HOLDCO DEPOSIT ACCOUNT AGREEMENT" shall have the meaning
assigned such term in the OPNY Credit Agreement.

               "INVENTORY" shall have the meaning provided in Section
2.01(a)(iii).

               "LICENSE" shall mean any Patent License, Trademark License,
Copyright License or other license or sublicense as to which the OPNY Borrower
is now or hereafter a party.

               "NON-RECOURSE PARTY" shall have the meaning provided in Section
9.11.

               "OPMW ADMINISTRATIVE AGENT" shall have the meaning provided in
the first paragraph of this Agreement.

               "OPMW BORROWER" shall have the meaning provided in the Recitals
of this Agreement.

               "OPMW CREDIT AGREEMENT" shall have the meaning provided in the
Recitals of this Agreement.



                                       3
<PAGE>
               "OPMW LENDERS" shall have the meaning provided in the Recitals of
this Agreement.

               "OPNY BORROWER" shall have the meaning provided in the first
paragraph of this Agreement.

               "OPNY CREDIT AGREEMENT" shall have the meaning provided in the
Recitals of this Agreement.

               "OPNY CREDIT PARTIES" shall have the meaning assigned such term
in the OPNY Credit Agreement.

               "OPNY GUARANTEE" shall have the meaning provided in the Recitals
of this Agreement.

               "OPNY LENDERS" shall have the meaning provided in the Recitals of
this Agreement.

               "PATENT LICENSE" shall mean any written agreement (i) granting
any right to any third party under any Patent of the OPNY Borrower or (ii)
granting any right to the OPNY Borrower under any Patent of any third party.

               "PATENTS" shall mean all right, title and interest of any person
in and to all of the following, whether now owned or hereafter acquired:

               (i)    all letters patent of the United States or any other
                      country, all registrations and recordings thereof, and all
                      applications for letters patent of the United States or
                      any other country;

               (ii)   all other letters patent of the United States or any other
                      country and all other applications for letters patent of
                      the United States or any other country; and

               (iii)  all reissues, continuations, divisions,
                      continuations-in-part or extensions thereof and the
                      inventions disclosed therein, including the right to make,
                      use and/or sell the inventions disclosed therein.

               "PLEDGED PERMITS" shall have the meaning provided in Section
2.01(a)(vii).

               "PROCEEDS" shall mean all proceeds, including (i) whatever is
received upon any collection, exchange, sale or other disposition of any of the
Collateral and any property into which any of the Collateral is converted,
whether cash or non-cash, (ii) any and all payments or other property (in
whatever form) made or due and payable on account of any insurance, indemnity,
warranty or guaranty payable to the OPNY Borrower with respect to any of the
Collateral, (iii) any value received as a consequence of the possession of any
Collateral and any payment received from any insurer or other person or entity
as a result of the destruction, loss, theft or other involuntary conversion of
whatever nature of any asset or property which constitutes Collateral, (iv) any
and all payments (in any form whatsoever) made or due and




                                       4
<PAGE>
payable in connection with any requisition, confiscation, condemnation, seizure
or forfeiture of all or any part of the Collateral by any Governmental
Authority, (v) any claim of the OPNY Borrower against third parties (A) for
past, present or future infringement of any Patent now or hereafter owned by the
OPNY Borrower or licensed under a Patent License, (B) for past, present or
future infringement or dilution of any Trademark now or hereafter owned by the
OPNY Borrower or licensed under a Trademark License or injury to the goodwill
associated with any Trademark now or hereafter owned by the OPNY Borrower, (C)
for past, present or future infringement of any Copyright now or hereafter owned
by the OPNY Borrower or licensed under a Copyright License and (D) for past,
present or future breach of any License and (vi) any and all other amounts from
time to time paid or payable under or in connection with any of the Collateral.

               "RECEIVABLES" shall have the meaning provided in Section
2.01(a)(iv).

               "RELATED CONTRACTS" shall have the meaning provided in Section
2.01(a)(v).

               "REVENUE ACCOUNT" shall have the meaning assigned such term in
the Deposit Account Agreement.

               "SECOND LIEN BORROWER SECURITY AGREEMENT" shall mean the Amended
and Restated Assignment and Security Agreement, dated as of the Restructuring
Effective Date, made by the OPNY Borrower to the OPNY Administrative Agent for
the benefit of the OPNY Secured Parties.

               "SECURED OBLIGATIONS" shall have the meaning provided in Section
2.01(a).

               "TRADEMARK LICENSE" shall mean any written agreement (a) granting
any right to any third party under any Trademark of the OPNY Borrower or (b)
granting any right to the OPNY Borrower under any Trademark of any third party.

               "TRADEMARKS" shall mean all of the following now or hereafter
owned by any person (i) all trademarks, service marks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
trade dress, logos, other source or business identifiers, designs and general
intangibles of like nature, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications filed in connection
therewith, including registrations and applications in the United States Patent
and Trademark Office, any State of the United States or any other country or any
political subdivision thereof, and all extensions or renewals thereof and (ii)
all goodwill associated therewith.

               "UCC" shall mean at any time the Uniform Commercial Code as the
same may from time to time be in effect in the State of New York; provided that
if, by reason of mandatory provisions of law, the validity or perfection of any
security interest granted herein is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than New York, then, as to the validity or
perfection of such security interest, "UCC" shall mean the Uniform Commercial
Code in effect in such other jurisdiction.



                                       5
<PAGE>
               Section 2. ASSIGNMENT; SECURITY INTERESTS; INSURANCE PROCEEDS.

               2.01 Pledge; Assignment; Grant of Security Interests. (a) To
secure the prompt and complete payment and performance of all obligations of the
OPNY Borrower under the OPNY Guarantee (collectively, the "Secured
Obligations"), the OPNY Borrower hereby assigns and pledges to the OPMW
Administrative Agent for the benefit of the Secured Parties, and hereby grants
to the OPMW Administrative Agent for the benefit of the Secured Parties, a
second priority security interest in, and second priority lien on, all of the
OPNY Borrower's right, title and interest in and to the following, whether now
owned or hereafter acquired (the "Collateral"; capitalized terms used in
subsections 2.01(a)(i) through 2.01(a)(xiv) not otherwise defined herein shall
have the meaning set forth in the OPNY Credit Agreement):

                      (i) all cash income and receipts derived from the
               ownership and ordinary course of operation of the Portfolio
               Assets, including revenues from the sale of energy and other
               products and services (including electric capacity, ancillary
               services and transmission services and products), payments
               received by the OPNY Borrower from any Subsidiary pursuant to the
               Intercompany Notes, Proceeds of business interruption insurance,
               interest and other income earned on amounts on deposit in the
               Accounts and any amounts realized by the OPNY Borrower under any
               Interest Hedge Contract (all of the above, collectively, the
               "Assignment Revenues");

                      (ii) (A) all equipment, wherever located, now or hereafter
               existing, (B) all fixtures, (C) to the extent not included in the
               foregoing or in clause (iii), all goods, (D) all parts of any of
               the foregoing items (A)-(C) and all attachments and accessions
               thereto, including, to the extent not included in the foregoing,
               all other accessions and (E) all rights in any of the foregoing
               items (A)-(D) now or hereafter owned or possessed by the OPNY
               Borrower for its benefit (the property described in this clause
               (ii) being the "Equipment");

                      (iii) all inventory and other tangible personal property
               held for sale by the OPNY Borrower, in all of it is forms,
               wherever located, and rights therein owned or possessed by the
               OPNY Borrower or for its benefit including, but not limited to,
               (A) with respect to the generation of electric power by the OPNY
               Borrower, raw materials and work in process therefor, finished
               goods and by-products thereof, and materials used or consumed in
               the manufacture or production thereof, (B) goods in which the
               OPNY Borrower has an interest in mass or a joint or other
               interest or right of any kind and (C) goods which are returned to
               or repossessed by the OPNY Borrower, and all accessions to any of
               the foregoing and products thereof and documents relating thereto
               (the property described in this clause (iii) being the
               "Inventory");

                      (iv) all accounts, Contract Rights, chattel paper,
                Documents, instruments, letters of credit, letter-of-credit
                rights, documents and other rights or obligations of every kind,
                now or hereafter existing, whether or not arising out of or in
                connection with any sale, lease, exchange or other disposition
                of electric


                                       6
<PAGE>
                power, or other Inventory, goods or the provision or rendering
                of any service by or to the OPNY Borrower and all tax refunds,
                tax refund claims or guarantee claims held by or granted to the
                OPNY Borrower (any and all such accounts, Contract Rights,
                chattel paper, Documents, instruments, obligations and other
                property described in this clause (iv) being the "Receivables");

                      (v) all rights now or hereafter existing in and to all
               security agreements, leases and other contracts securing or
               otherwise relating to any Receivables (the property described in
               this clause (v) being the "Related Contracts");

                      (vi) all general intangibles, intellectual or other
               property of any kind or nature now owned or hereafter acquired by
               the OPNY Borrower, including payment intangibles, software,
               permits, reversionary interests in pension plan assets,
               inventions, designs, Patents, Copyrights, Trademarks, Licenses
               and associated goodwill, trade secrets, confidential or
               proprietary technical and business information, know-how,
               show-how or other data or information, software, customer lists,
               subscription lists, databases and related documentation,
               registrations, franchises, and all other intellectual or other
               similar property rights not otherwise described above, but
               excluding Receivables (the property described in this clause (vi)
               being the "General Intangibles");

                      (vii) all generating, electricity, environmental and other
               licenses, permits and approvals of any federal, state, municipal
               or other governmental department, commission, board, bureau,
               agency, court or other instrumentality, domestic or foreign, now
               or hereafter held by the OPNY Borrower or in which the OPNY
               Borrower may have an interest and relating to the operation,
               maintenance, or use and occupancy of the Portfolio Assets, except
               that any such license, permit or approval which as a matter of
               law is not assignable is hereby excluded from such lien and
               security interest to the extent that and for such time as the
               same shall not be so assignable, and all rights (whether or not
               earned by performance) under any franchises, documents, licenses,
               contracts or agreements now owned or hereafter acquired with the
               rights to all renewals thereof assignable by law (the property
               described in this clause (vii) being the "Pledged Permits");

                      (viii) (A) all policies of insurance, now or hereafter
               held by the OPNY Borrower (as required under Section 5.06 of the
               OPNY Credit Agreement and the other Financing Documents),
               including casualty and liability, business interruption and any
               title insurance, and including all Proceeds therefrom, and (B)
               all rights, now or hereafter held, by the OPNY Borrower to any
               warranties of any manufacturer or contractor or any other Person;

                      (ix) all books, correspondence, credit files, records,
                invoices and other Documents, now or hereafter in the possession
                or control of the OPNY Borrower or any Person acting for the
                OPNY Borrower and relating to the Portfolio Assets and all
                reports of the Independent Engineer or any other Person and all
                other



                                       7
<PAGE>
                reports relating to the acquisition, operations, viability,
                performance, maintenance and output of the Portfolio Assets;

                      (x) all balances, credits, deposits, deposit and
               securities accounts, investment property, money or moneys whether
               now existing or hereafter held in the name or on behalf of the
               OPNY Borrower, whether (A) in the possession or control of the
               OPNY Borrower, (B) in the possession or control of, or in transit
               to, the OPNY Administrative Agent, or (C) held by third parties;
               all monies, documents, instruments, investment property and
               financial assets required to be deposited with or delivered to
               the OPNY Administrative Agent or any securities intermediary
               pursuant to any term of this Agreement or any of the other
               Financing Documents, including all amounts held or deposited in
               or credited to the Accounts and all cash and all monies and
               Permitted Investments and other financial assets and investment
               property and instruments held in or credited to such Accounts;

                      (xi) each Project Contract to which it is a party and each
               other lease, power, fuel, transportation, management or other
               agreement now existing or hereafter entered into by the OPNY
               Borrower relating to the acquisition, operation, maintenance or
               use and occupancy of the Portfolio Assets, as the same may be
               amended, supplemented or otherwise modified from time to time in
               accordance with the terms thereof and of this Agreement and the
               OPNY Credit Agreement (the agreements described in this clause
               (xi), as so amended, supplemented or modified, being the
               "Assigned Agreements"), including all rights of the OPNY Borrower
               (A) to receive moneys due and to become due under or pursuant to
               the Assigned Agreements, to compel performance and otherwise to
               exercise all remedies thereunder, including all rights to make
               determinations, to exercise any election or option contained in
               such agreements (including termination thereof), to give or
               receive any notice or consent, to demand and receive any property
               which is the subject of any of the Assigned Agreements, to file
               any claims and generally to take any action which (in the opinion
               of the OPMW Administrative Agent or any Secured Party) may be
               necessary or advisable in connection with any of the foregoing,
               and (B) to receive the Proceeds of any claim for damages arising
               out of or for breach of any Assigned Agreement and Proceeds of
               any insurance, indemnity, warranty or guaranty with respect to
               the Assigned Agreements;

                      (xii) all commercial tort claims, including those more
                particularly described in Schedule 1 hereto;

                      (xiii) to the extent not included in clauses (i) through
               (xii) above, or excepted therein, all other personal property of
               the OPNY Borrower of any kind or description whatsoever, wherever
               located, whether now owned or hereafter acquired, tangible or
               intangible; and

                      (xiv) all accessions and additions to, substitutions
                for, and all replacements, products and Proceeds of any and all
                of the Collateral (including any proceeds which constitute
                property of the types described in clauses (i)--(xiii),



                                       8
<PAGE>
                above) and, to the extent not otherwise included, all (A)
                payments under insurance (whether or not the OPMW Administrative
                Agent is the loss payee thereof or an additional insured
                thereunder), and any indemnity, warranty or guaranty, payable by
                reason of loss or damage to or otherwise with respect to any of
                the Collateral, (B) any other amounts from time to time paid or
                payable under or in connection with any of the Collateral, (C)
                cash and (D) all supporting obligations (all of the foregoing
                items in clauses (ii) -- (xiii) above and in this clause (xiv),
                collectively, the "Assignment Collateral").

               (b) The sale, assignment, conveyance, setting over, pledge and
transfer to the OPMW Administrative Agent under this Agreement extends to all
Assignment Revenues which the OPNY Borrower may acquire at any time during the
continuation of this Agreement. The security interest of the OPMW Administrative
Agent held under this Agreement extends to all Assignment Collateral which the
OPNY Borrower may acquire at any time during the continuation of this Agreement.

               (c) Upon the indefeasible payment in full in cash of the OPNY
Obligations, the OPNY Borrower shall take such actions under each Assigned
Agreement as are permitted under the terms and conditions of such Assigned
Agreement, and shall otherwise use commercially reasonable efforts, to grant or
to cause to be granted to the OPMW Administrative Agent the same rights as are
granted to, and benefits provided to, the OPNY Administrative Agent under the
Consents (as defined in the OPNY Credit Agreement) with regard to such Assigned
Agreement.

               (d) The Assignment Revenues received pursuant to Section
2.01(a)(i) above shall be applied in accordance with the provisions the Holdco
Deposit Account Agreement and the OPMW Deposit Account Agreement.

               (e) Notwithstanding any provision of the Agreement, the OPNY
Borrower shall not be in breach or default of any obligation under this
Agreement for any failure by the OPNY Borrower to (i) notify any Person of the
Lien and security interest purported to be granted under this Agreement or to
cause or direct any cash, receipts or other monies to be paid to the OPMW
Administrative Agent, (ii) obtain any consent to assignment of any Collateral,
or (iii) deliver to the OPMW Administrative Agent any Collateral the possession
or exclusive control of which is required for the perfection of the Lien and
security interest granted by this Agreement during any period when the Second
Lien Borrower Security Agreement is in effect.

               2.02 Power of Attorney. The OPNY Borrower hereby irrevocably
appoints the OPMW Administrative Agent as its attorney-in-fact with right of
substitution, so that the OPMW Administrative Agent or any other Person
empowered by the OPMW Administrative Agent shall be authorized, without need of
further authorization from the OPNY Borrower, upon the occurrence and during the
continuance of an Event of Default and in preservation of the rights of the OPMW
Administrative Agent and the OPMW Lenders hereunder so long as such Event of
Default is continuing and has not been waived by an appropriate vote or other
action by the Required Lenders (any action or exercise of powers, rights or
remedies under this Section 2.02 to be subject to, and in accordance with, the
terms of the OPMW Credit Agreement and all applicable Requirements of Law):




                                       9
<PAGE>
               (a) to effect the sale of any of the Assignment Collateral in one
        or more transactions to the extent permitted by applicable Requirements
        of Law and in any commercially reasonable manner as may be determined by
        the attorney-in-fact, which, subject to the foregoing, may include the
        direct sale without public auction of any such Assignment Collateral at
        such price, and upon such terms as may be determined by the
        attorney-in-fact;

               (b) to enter upon any premises where the Assignment Collateral or
        any part thereof may be located without the need for a court order or
        other form of authority otherwise than upon the authority granted
        herein;

               (c) to take and retain actual possession and control of any such
        Assignment Collateral as receivers without bond or otherwise, and
        transport any of it to any location as determined by such
        attorney-in-fact;

               (d) to make any repairs, additions and improvements on the
        Assignment Collateral as such attorney-in-fact shall reasonably deem
        proper or necessary;

               (e) to administer, manage and use any of the Assignment
        Collateral;

               (f) to conclude any agreement and collect any monies thereunder
        or otherwise due to the OPNY Borrower in respect of, or generated
        through the usage of, any of the Assignment Collateral;

               (g) to exercise in any commercially reasonable manner any of the
        rights of the OPNY Borrower arising under or in connection with the
        Assigned Agreements and to designate or delegate to another Person or
        entity, in substitution of such attorney-in-fact, the exercise in any
        commercially reasonable manner of such rights of the OPNY Borrower,
        under such terms as such attorney-in-fact shall deem proper or
        necessary;

               (h) to collect, claim and receive all monies and avail of all
        benefits that accrue, and that may become due and payable to the OPNY
        Borrower under the Assigned Agreements and to hold the same as security
        for the timely payment and discharge by the OPNY Borrower of the Secured
        Obligations, and the faithful performance of the covenants and
        obligations of the OPNY Borrower as set forth in any of the Financing
        Documents;

               (i) to send written notice to all the obligors, instructing any
        or all of them to pay all monies due and owing to the OPNY Borrower from
        time to time under the Assigned Agreements, to the OPMW Revenue Account
        or such other account as may be required or contemplated by the OPMW
        Deposit Account Agreement;

               (j) to institute and maintain such suits and proceedings as such
        attorney-in-fact shall deem expedient to prevent any impairment of the
        Assignment Collateral or to preserve and protect such attorney-in-fact's
        interest therein;




                                       10
<PAGE>
               (k) to execute and deliver such deeds of conveyance or sale as
        may be necessary or proper for the purpose of conveying full title and
        ownership, free from any claims and rights of the OPNY Borrower, to any
        of the Assignment Collateral, after foreclosure thereof; and

               (l) in general, to sign such agreements and documents and perform
        such acts and things required, necessary or, in the opinion of such
        attorney-in-fact, advisable, to fully accomplish the purpose hereof.

               The OPNY Borrower hereby confirms and ratifies any and all
actions and things performed or done by the OPMW Administrative Agent as the
OPNY Borrower's attorney-in-fact or any of its representatives in each case
pursuant to the powers granted hereunder.

               This special power of attorney shall be deemed coupled with an
interest, and cannot be revoked by the OPNY Borrower until no OPMW Lender shall
have any Commitment outstanding and until the Notes, together with interest, and
all other Obligations are indefeasibly paid in full in cash. Upon the occurrence
and during the continuance of any Event of Default, the OPNY Borrower shall
abstain from exercising any rights under any of the Assigned Agreements which
shall be inconsistent with the exercise of the rights and functions herein
granted to the OPMW Administrative Agent as the attorney-in-fact, including
abstaining from collecting, claiming and receiving any monies under the Assigned
Agreements, provided, that, nothing herein shall prevent the OPNY Borrower from,
except during the exercise by the OPMW Administrative Agent of any such rights
and functions, undertaking the OPNY Borrower's operations in the ordinary course
of business in accordance with the Assigned Agreements, including collecting,
claiming and receiving monies under the Assigned Agreements. To the extent that
the OPNY Borrower shall receive any monies in respect thereof, notwithstanding
the provisions of this Section 2.02, the OPNY Borrower shall be deemed to have
received such funds for the account of the OPMW Administrative Agent and shall
hold the same in trust and promptly pay the same to the OPMW Administrative
Agent for deposit in the OPMW Revenue Account (or other account as may be
required or contemplated by the OPMW Deposit Account Agreement) and application
pursuant to the OPMW Deposit Account Agreement.

               All reasonable costs, expenses, charges and fees paid or incurred
by the OPMW Administrative Agent in the exercise of any of the rights, remedies
or powers granted hereunder shall be for the account of the OPNY Borrower, and
the OPNY Borrower undertakes promptly on demand to pay the same or, as the case
may be, to reimburse the OPMW Administrative Agent and/or its agents,
representatives, successors and assignees as the case may be, for any monies
paid by it with interest thereon at the Default Rate from the date the same
shall have been paid by the OPMW Administrative Agent and/or its agents,
representatives, successors and assigns until actually paid by the OPNY Borrower
to the extent that there are then insufficient funds available in the OPMW
Revenue Account for this purpose.



                                       11
<PAGE>
               Section 3. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

               The OPNY Borrower represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and delivery
of this Agreement and the satisfaction of the Secured Obligations, as follows:

               3.01 Necessary Filings. (a) As of the Restructuring Effective
Date, all filings, registrations, recordings and control necessary or
appropriate to create, (i) the sale, assignment, conveyance, setting over and
transfer of the Assignment Revenues by the OPNY Borrower to the OPMW
Administrative Agent and (ii) the security interest granted by the OPNY Borrower
to the OPMW Administrative Agent hereby in respect of the Assignment Collateral
have been made or accomplished, and (A) the sale, assignment, conveyance,
setting over and transfer of the Assignment Revenues to the OPMW Administrative
Agent pursuant to this Agreement constitutes a valid and enforceable sale,
assignment, conveyance, setting over and transfer and (B) the security interest
granted to the OPMW Administrative Agent pursuant to this Agreement in and to
the Assignment Collateral constitutes a valid, enforceable, and upon the filing
of (1) all Financing Statements in the filing offices noted on Schedule 2 and
(2) if applicable, fully executed Assignments of Security Interests,
substantially in the forms of Exhibits A and B hereto, as applicable, by the
United States Patent and Trademark Office and the United States Copyright Office
pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Sections
205, as applicable, to perfect the security interests granted to the OPMW
Administrative Agent and the Secured Parties in the federally registered
Copyrights, Patents, Trademarks and Licenses, perfected security interest in the
Assignment Revenues and Assignment Collateral (except, in each case for (x)
Assignment Collateral referenced in Section 2.01(e) and other Assignment
Collateral that is not material and (y) vehicles and any emergency response
boat) superior and prior to the rights of all other Persons therein and, in each
case, subject to no other Liens, sales, assignments, conveyances, settings over
or transfers other than Permitted Liens (as defined in the OPNY Credit
Agreement) and the security interests granted to the OPNY Administrative Agent
under the Second Lien Borrower Security Agreement.

        (b) It is acknowledged and agreed that, unless and until permitted in
accordance with the terms and conditions of Section 9.12 and the Intercreditor
Agreement, any certificates, instruments or other documents or things evidencing
Collateral shall be delivered and endorsed to, or be registered as a second Lien
in favor of, and shall remain in the possession of, the OPNY Administrative
Agent, and that notwithstanding any provision of any Financing Document, no
breach, Default or Event of Default shall occur or exist as a result thereof.

               3.02 No Liens. The OPNY Borrower is, as of the Restructuring
Effective Date, as to the Assignment Revenues and Assignment Collateral, and the
OPNY Borrower is, or will be, as the case may be, as to any Assignment
Collateral acquired by it from time to time after the date hereof, the owner of
all such Assignment Revenues and Assignment Collateral free from any Lien or
other right, title or interest of any Person (other than Permitted Liens (as
defined in the OPNY Credit Agreement) and the security interests granted to the
OPNY Administrative Agent under the Second Lien Borrower Security Agreement) and
the OPNY Borrower shall defend such Assignment Revenues and Assignment
Collateral against all claims and demands of




                                       12
<PAGE>
all Persons (other than claims and demands of the OPNY Administrative Agent or
the Collateral Agent) at any time claiming the same or any interest therein
adverse to the OPMW Administrative Agent. Without limiting the generality of the
foregoing, the OPNY Borrower shall not assign, charge, convey, sell, set over,
transfer, or grant any security interest in the Assigned Agreements, any of the
other Assignment Collateral or any of the Assignment Revenues other than
pursuant to the Security Documents (as defined in the OPNY Credit Agreement) or
the OPMW Second Lien Documents or as expressly permitted by the OPNY Credit
Agreement.

               3.03 Other Financing Statements. There is no financing statement
(or similar statement or instrument of registration under the law of any
jurisdiction) covering or purporting to cover any interest of any kind in the
Assignment Revenues or the Assignment Collateral and so long as any of the
Secured Obligations remain unpaid or any Commitments remain outstanding, the
OPNY Borrower will not authorize to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) or statements relating to the Assignment Revenues or the
Assignment Collateral, in each case, except financing statements filed or to be
filed in respect of and covering the security interests granted hereby, or by
the other Security Documents (as defined in the OPNY Credit Agreement) or the
OPMW Second Lien Documents, by the OPNY Borrower or Permitted Liens (as defined
in the OPNY Credit Agreement).

               3.04 Jurisdiction of Organization; Chief Executive Office,
Records. (a) The jurisdiction of organization of the OPNY Borrower, the exact
legal name of the OPNY Borrower, any other names the OPNY Borrower has used in
the last five years and the addresses of the OPNY Borrower's chief executive
office currently and for the last five years are set forth on Schedule 2 hereto.
The OPNY Borrower will not change its name or its jurisdiction of organization
or move its chief executive office except to such new name, jurisdiction or
location as may be permitted in accordance with Section 3.04(b). The originals
of all documents evidencing all Receivables, General Intangibles and Contract
Rights of the OPNY Borrower and the only original books of account and records
of the OPNY Borrower relating thereto are, and will continue to be, kept at the
locations disclosed in Schedule 2, or at such new locations as the OPNY Borrower
may establish in accordance with Section 3.04(b). All Receivables, General
Intangibles and Contract Rights of the OPNY Borrower are, and will continue to
be, maintained at, and controlled and directed (including for general accounting
purposes) from, such office locations shown above, or such new locations as the
OPNY Borrower may establish in accordance with Section 3.04(b).

        (b) The OPNY Borrower shall not change its name or its jurisdiction of
organization or establish a new location for its offices until (i) it shall have
given to the OPMW Administrative Agent not less than thirty (30) days' prior
written notice of its intention so to do, clearly describing such new name,
jurisdiction or location and providing such other information in connection
therewith as the OPMW Administrative Agent may reasonably request and (ii) with
respect to such new name, jurisdiction or location, it shall have taken all
action, reasonably satisfactory to the OPMW Administrative Agent, to maintain
the sale, assignment, conveyance, setting over and transfer of the Assignment
Revenues to the OPMW Administrative Agent and




                                       13
<PAGE>
the security interest of the OPMW Administrative Agent in the Assignment
Collateral intended to be granted hereby at all times fully perfected, of second
priority and in full force and effect.

               3.05 Recourse. Without limitation of Section 9.11, this Agreement
is made with full recourse to the OPNY Borrower and pursuant to and in reliance
upon all the warranties, representations, covenants and agreements on the part
of the OPNY Borrower contained herein, in the OPNY Credit Agreement, in any of
the other Financing Documents (as defined in the OPNY Credit Agreement) and
otherwise in writing in connection herewith or therewith.

               3.06 Consents. (a) Except as provided in Section 2.01(e) or in
the Intercreditor Agreement and except as set forth on Schedule 3.06(a), no
other consent of any other Person and no authorization, approval or other action
by, and no notice to or filing with, any Governmental Authority (as defined in
the OPNY Credit Agreement) is required as of the date of the execution and
delivery of this Agreement (i) for the sale, assignment, conveyance, setting
over and transfer of the Assignment Revenues to the OPMW Administrative Agent,
(ii) for the grant by the OPNY Borrower of the pledge, assignment and security
interest granted hereby with respect to the Assignment Collateral (other than
contracts that are not material or are not Project Contracts (as defined in the
OPNY Credit Agreement)) or for the execution, delivery or performance of this
Agreement by the OPNY Borrower, (iii) for the perfection or maintenance of the
sale, assignment, conveyance, setting over and transfer effected hereby with
respect to the Assignment Revenues and the pledge, assignment and security
interest created hereby with respect to the Assignment Collateral (including the
second priority nature of such sale, assignment, conveyance, setting over and
transfer by way of security with respect to the Assignment Revenues and such
pledge, assignment and security interest with respect to the Assignment
Collateral) other than the filing of appropriate financing statements or similar
filings in respect of the Assignment Revenues and Assignment Collateral, in each
case, or (iv) for the exercise by the OPMW Administrative Agent of the rights
provided for in this Agreement or the remedies in respect of the Assignment
Revenues and the Assignment Collateral pursuant to this Agreement.

               (b) Except as otherwise expressly provided in the OPNY Credit
Agreement or the OPNY Deposit Account Agreement, the OPNY Borrower shall use
commercially reasonable efforts to obtain, after the date of the execution and
delivery of this Agreement, such other consents, authorizations, and approvals
and obtain such other actions, and provide such notices to or make such filings
with, any Governmental Authority (as defined in the OPNY Credit Agreement) as
may be necessary or reasonably requested by the OPMW Administrative Agent or any
Secured Party, after the date of this Agreement (i) for the sale, assignment
conveyance, setting over and transfer of the Assignment Revenues to the OPMW
Administrative Agent, (ii) for the grant by the OPNY Borrower of the pledge,
assignment and security interest granted hereby or for the execution, delivery
or performance of this Agreement by the OPNY Borrower, (iii) for the perfection
or maintenance of the sale, assignment, conveyance, setting over and transfer
effected hereby with respect to the Assignment Revenues and the pledge,
assignment and security interest created hereby with respect to the Assignment
Collateral (including the second priority nature of such sale, assignment,
conveyance, setting over and transfer by way of security with respect to the
Assignment Revenues and such pledge, assignment and security interest with
respect to the Assignment Collateral) or (iv) for the exercise by the OPMW
Administrative Agent of the rights, remedies and powers provided for in this
Agreement or the



                                       14
<PAGE>
remedies in respect of the Assignment Revenues and the Assignment Collateral
pursuant to this Agreement.

               3.07 Pledged Permits. Upon the occurrence and during the
continuance of an Event of Default and after notice to the OPNY Borrower that
the OPMW Administrative Agent intends to exercise remedies pursuant to the
Financing Documents, the OPNY Borrower shall, at the request of the OPMW
Administrative Agent, take such steps requested by the OPMW Administrative Agent
that are necessary to assist and cooperate, to the extent within the OPNY
Borrower's control using commercially reasonable efforts, in the transfer of the
Pledged Permits to the OPMW Administrative Agent or any other party or parties
designated by the OPMW Administrative Agent effective upon transfer of title to
the applicable Portfolio Assets (as defined in the OPNY Credit Agreement) to
which such Pledged Permits relate, including the filing of a joint application
by the OPNY Borrower with the OPMW Administrative Agent or the OPMW
Administrative Agent's designees, for the transfer of the Pledged Permits
pursuant to 18 C.F.R. Part 9 or any successor or replacement regulations
thereto, all pursuant to and to the extent permitted by applicable Requirements
of Law.

               3.08 Farm Products; Timber; As-Extracted Collateral. As of the
Restructuring Effective Date, none of the Assignment Revenues or the Assignment
Collateral constitutes, or is Proceeds of, farm products, timber to be cut or
as-extracted collateral. If at any time after the Restructuring Effective Date
any of the Assignment Revenues or the Assignment Collateral is farm products,
timber to be cut or as-extracted collateral, in each case with a value in excess
of $500,000 (as reasonably determined by the OPNY Borrower), the OPNY Borrower
shall take all actions required in accordance with Section 6.02.

               3.09 Commercial Tort Claims. As to any judgment in respect of any
commercial tort claim of the OPNY Borrower having a value in excess of $500,000
which may arise, the OPNY Borrower will notify the OPMW Administrative Agent
within 45 days of any such commercial tort claim judgment being entered in favor
of the OPNY Borrower, and the OPNY Borrower will execute and deliver to the OPNY
Administrative Agent such additional security agreements or amendments to this
Agreement in form and substance reasonably satisfactory to the OPNY
Administrative Agent which identify and assign, pledge and create a valid,
perfected security interest in such judgments in respect of commercial tort
claims of the OPNY Borrower as they arise.

               3.10 Letters of Credit. The OPNY Borrower will deliver to the
OPNY Administrative Agent each letter of credit having a stated amount in excess
of $500,000 in which it is the beneficiary thereof, duly endorsed and
accompanied by duly executed instruments of transfer or assignment, all in
accordance with the terms of the Intercreditor Agreement and otherwise in form
and substance reasonably satisfactory to the OPMW Administrative Agent. The OPNY
Borrower will take any and all actions within its control necessary (or
reasonably requested by the OPNY Administrative Agent), from time to time, to
cause the OPMW Administrative Agent to obtain exclusive control of any
letter-of-credit rights which have a value in excess of $500,000 owned by the
OPNY Borrower in a manner reasonably acceptable to the OPMW Administrative
Agent.



                                       15
<PAGE>
               3.11 Chattel Paper. The OPNY Borrower will deliver to the OPNY
Administrative Agent all tangible chattel paper having a value in excess of
$500,000 duly endorsed and accompanied by duly executed instruments of transfer
or assignment, all in accordance with the terms of the Intercreditor Agreement
and otherwise in form and substance reasonably satisfactory to the OPMW
Administrative Agent. The OPNY Borrower will also deliver to the OPNY
Administrative Agent all security agreements securing any such chattel paper and
execute UCC financing statement amendments assigning to the OPMW Administrative
Agent any UCC financing statements filed by the OPNY Borrower in connection with
such security agreements. Each Grantor will mark conspicuously all such chattel
paper with a legend in form and substance reasonably satisfactory to the OPMW
Administrative Agent, indicating that such chattel paper is subject to the
security interests created hereunder.

               3.12 Bank Accounts. The OPNY Borrower shall not maintain any
deposit accounts or securities accounts other than the Accounts.


               Section 4. SPECIAL PROVISIONS CONCERNING RECEIVABLES; CONTRACT
RIGHTS; INSTRUMENTS.

               4.01 Additional Representations and Warranties: As of the time
when each Receivable and General Intangible arises, the OPNY Borrower shall be
deemed to have represented and warranted, to the knowledge of the OPNY Borrower
and unless otherwise promptly disclosed by the OPNY Borrower in writing to the
OPMW Administrative Agent upon the OPNY Borrower obtaining actual knowledge
thereof, that such Receivable or General Intangible, as the case may be, and all
records, papers and documents relating thereto (if any) are genuine and in all
respects what they purport to be, and that all records, papers and documents (if
any) relating thereto (i) will represent the genuine, legal, valid and binding
obligation of the account debtor evidencing indebtedness unpaid and owed by the
respective account debtor arising out of the performance of labor or services or
the sale or lease and delivery of electricity or capacity, or any other
merchandise listed therein, or both, and (ii) are in compliance and will conform
with all Requirements of Law, except to the extent that the failure to comply or
conform therewith could not reasonably be expected to have a Material Adverse
Effect.

               4.02 Maintenance of Records. The OPNY Borrower will keep and
maintain at its own cost and expense records consistent with GAAP of the
Assigned Agreements and the Receivables, including the originals of all
documentation (including each Assigned Agreement) with respect thereto, records
of all payments received, all credits granted thereon, but subject in each case
to customary record retention policies, and all other dealings therewith. The
OPNY Borrower will make the same available to the OPMW Administrative Agent for
inspection pursuant to Section 5.08 of the OPNY Credit Agreement.

               4.03 Payments Under Assigned Agreements, Receivables and General
Intangibles. (a) Non-Payment to the OPMW Administrative Agent. Subject to the
OPNY Deposit Account Agreement, if the OPNY Borrower shall receive payment
directly from any party to an Assigned Agreement (including any letter of credit
issued for the benefit of the OPNY Borrower in accordance with the terms
thereof) or from any account debtor or other obligor under any Receivable,
General Intangible or any other payments under such Assigned



                                       16
<PAGE>
Agreements, Receivables and General Intangibles, the OPNY Borrower shall receive
such payments in a constructive trust for the benefit of the OPMW Lenders, shall
segregate such payments from such party's other funds, and shall promptly
transmit and deliver such payments to the OPMW Administrative Agent in the same
form as so received (with any necessary endorsement).

               (b) Application of Funds. All amounts received by the OPMW
Administrative Agent pursuant to this Section 4.03 or Section 4.04 shall be
deposited into the OPMW Revenue Account and applied as set forth in the OPMW
Deposit Account Agreement.

               4.04 Direction to Account Debtors; Contracting Parties; etc. The
OPNY Borrower agrees that the OPMW Administrative Agent may, upon reasonable
notice to the OPNY Borrower of its failure to do so, directly notify the
obligors with respect to any Receivables, General Intangibles and/or under any
Assigned Agreements to make payments with respect thereto as provided in
Sections 2.01(c) and 4.03. The reasonable costs and expenses (including
reasonable attorneys' fees) of collection, whether incurred by the OPNY Borrower
or the OPMW Administrative Agent, shall be borne by the OPNY Borrower.

               4.05 Modification of Terms, etc. Except as otherwise provided in
the OPNY Credit Agreement or as permitted in Section 4.06 hereof, (a) the OPNY
Borrower shall not rescind or cancel any Indebtedness (as defined in the OPNY
Credit Agreement) in any fiscal year in an amount, in the aggregate, in excess
of $500,000 for borrowed money, or modify in any manner adverse to the OPNY
Borrower or the Secured Parties any material term thereof, or make any
adjustment materially adverse to the OPNY Borrower or the Secured Parties with
respect thereto, or grant any extension for performance of the same, or
compromise or settle any dispute, claim, suit or legal proceeding relating
thereto, or sell any Receivable, General Intangible or Assigned Agreements, or
interest therein, without the prior written consent of the OPMW Administrative
Agent, which consent the OPMW Administrative Agent will not unreasonably
withhold, delay or condition, and (b) the OPNY Borrower will duly fulfill all
material obligations on its part to be fulfilled under or in connection with the
Receivables, the General Intangibles and the Assigned Agreements and will do
nothing to impair the security interests of the OPMW Administrative Agent
(including the creation, attachment and priority thereof) in the Receivables,
the General Intangibles or the Assigned Agreements.

               4.06 Collection. The OPNY Borrower shall endeavor to cause to be
collected from the account debtor named in the OPNY Borrower's Receivables and
General Intangibles or obligor under any Assigned Agreements, and paid by such
account debtor directly to the Revenue Account, as and when due (including
amounts which are delinquent, such amounts to be collected in accordance with
generally accepted lawful collection procedures) any and all amounts owing under
or on account of such Receivable, General Intangible or Assigned Agreements, and
apply promptly upon receipt thereof all such amounts as are so collected to the
outstanding balance of such Receivable, General Intangible or under such
Assigned Agreements, except that, unless an Event of Default shall have occurred
and be continuing (and shall not have been waived by an appropriate vote or
other action by the Required Lenders in accordance with Section 9.02 of the OPMW
Credit Agreement), the OPNY Borrower may allow in the ordinary course of
business as adjustments to amounts owing under the OPNY Borrower's Receivables,



                                       17
<PAGE>
General Intangibles and Assigned Agreements an extension or renewal of the time
or times of payment, or settlement, adjustment, release, compromise, settlement
or other similar action for less than the total unpaid balance, which the OPNY
Borrower finds appropriate to enhance collectibility in accordance with sound
business judgment. The reasonable costs and expenses (including reasonable
attorneys fees) of collection, whether incurred by the OPNY Borrower or the OPMW
Administrative Agent, shall be borne by the OPNY Borrower.

               Section 5. SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND
TRADEMARKS.

               5.01 Infringements. Within ten (10) Business Days after a
Responsible Officer of the OPNY Borrower obtains actual knowledge thereof, the
OPNY Borrower shall notify the OPMW Administrative Agent and the OPMW Lenders in
writing of all pertinent details available to it, with respect to any
infringement or other violation of the OPNY Borrower's rights in, or any claim
of any such infringement of, any, Patent, Copyright or Trademark, whether or not
such right is presently held by the OPNY Borrower or third party. As to each
such instance, absent the Required Lenders' authorization to proceed otherwise
(as required pursuant to Section 9.02 of the OPMW Credit Agreement), which
authorization shall not be unreasonably withheld, delayed or conditioned, and to
the extent permitted by applicable Requirements of Law, the OPNY Borrower shall
use commercially reasonable efforts to pursue a remedy.

               5.02 Other Patents, Copyrights and Trademarks. If the OPNY
Borrower hereafter acquires rights in any Patent, Copyright or Trademark, the
OPNY Borrower shall deliver to the OPMW Administrative Agent and the OPMW
Lenders within 60 days, a copy of such Patent, Copyright or Trademark and a
second priority perfected security interest therein or a collateral assignment
thereof, as appropriate.

               5.03 Remedies. If an Event of Default shall occur and be
continuing (and shall not have been waived by an appropriate vote or other
action as required pursuant to Section 9.02 of the OPMW Credit Agreement), the
OPMW Administrative Agent, acting pursuant to and in accordance with the terms
of the Financing Documents and applicable Requirements of Law may, (a) declare
the entire right, title, and interest of the OPNY Borrower in any Patents,
Copyrights and Trademarks vested in the OPMW Administrative Agent, in which
event such right, title, and interest immediately shall vest in the OPMW
Administrative Agent; and (b) take and practice or use or sell any or all of
such Patents, Copyrights or Trademarks, or take and use or sell the OPNY
Borrower's rights in such Patents, Copyrights or Trademarks, along with the
goodwill and all other elements of the OPNY Borrower's ongoing business
symbolized by such assets and secured under this Agreement, and the right to
carry on the business of the OPNY Borrower in connection with which such assets
have been used. The OPNY Borrower shall execute any other and further documents
which the OPMW Administrative Agent may request further to confirm the foregoing
and to transfer to the OPMW Administrative Agent ownership of the OPNY
Borrower's rights to such Trademarks, Patents and/or Copyrights.



                                       18
<PAGE>
               Section 6. PROVISIONS CONCERNING ALL ASSIGNMENT REVENUES AND
ASSIGNMENT COLLATERAL; INSURANCE.

               6.01 Protection of the OPMW Administrative Agent's Interests. The
OPNY Borrower will do nothing to impair the rights of the OPMW Administrative
Agent or the OPMW Lenders in the Assignment Revenues and the Assignment
Collateral, provided, however, that nothing herein shall prevent the OPNY
Borrower, prior to the exercise by the OPMW Administrative Agent of any such
rights, from undertaking the OPNY Borrower's operations in the ordinary course
of business in accordance with the Assigned Agreements and the OPNY Credit
Agreement. The OPNY Borrower assumes all liability and responsibility in
connection with the Assignment Revenues and the Assignment Collateral and the
liability of the OPNY Borrower with respect to the Secured Obligations shall in
no way be affected or diminished by reason of the fact that such Assignment
Revenues and Assignment Collateral may be lost, destroyed, stolen, damaged or
for any reason whatsoever unavailable to the OPNY Borrower.

               6.02 Further Actions. Except as provided for in the Intercreditor
Agreement, the OPNY Borrower will, at its own expense, make, execute, endorse,
acknowledge, file and/or deliver to the OPMW Administrative Agent and the OPMW
Lenders from time to time such lists, descriptions and designations of the
Assignment Revenues and the Assignment Collateral, warehouse receipts, receipts
in the nature of warehouse receipts, bills of lading, documents of title, bailee
and warehousemen acknowledgements, vouchers, invoices, schedules, confirmatory
assignments, conveyances, financing statements, transfer endorsements, powers of
attorney, certificates, reports and other assurances or instruments and take
such further steps, relating to the Assignment Revenues and the Assignment
Collateral and other property or rights covered by the interests hereby granted,
which is necessary to perfect, preserve or protect its ownership and security
interests in the Assignment Revenues and the Assignment Collateral, or
as-extracted collateral through filing, possession, control or otherwise or is
otherwise reasonably requested by the OPMW Administrative Agent; provided, that
the foregoing shall not require the OPNY Borrower to obtain any Additional
Contract Consent except to the extent reasonably requested by the OPMW
Administrative Agent, and, to the extent so requested, the OPNY Borrower shall
use commercially reasonable efforts to obtain such Additional Contract Consent.

               6.03 Financing Statements. The OPNY Borrower agrees to execute
and deliver to the OPMW Administrative Agent, on behalf of the OPMW Lenders,
financing statements, continuation statements, amendments thereto, filings with
the United States Patent and Trademark Office or United States Copyright Office
(or any successor office or any similar office in any other country) or similar
statements or instruments of registration under the law of any jurisdiction, in
form reasonably acceptable to the OPMW Administrative Agent, as it may from time
to time reasonably request or as are necessary or desirable in its reasonable
opinion to establish, maintain, perfect, continue, enforce or protect the
security interests contemplated hereunder as valid, enforceable, second priority
security interests as provided herein and the other rights and security
contemplated herein, all in accordance with the UCC as enacted in any and all
relevant jurisdictions or any other applicable Requirement of Law. The OPNY
Borrower authorizes the OPMW Administrative Agent to authenticate and file any
such financing statements without the signature of the OPNY Borrower and naming
the OPNY Borrower as debtor and the OPMW Administrative Agent as secured party.
The OPNY Borrower will pay



                                       19
<PAGE>
any applicable filing fees and related expenses under this Section 6.03. Unless
specifically permitted under applicable Requirements of Law, the OPNY Borrower
shall not file any amendments or terminations of financing statements filed to
establish and maintain the security interests contemplated hereunder without the
OPMW Administrative Agent's authorization, and any such filing made without the
OPMW Administrative Agent's authorization, is ineffective.

               Section 7. REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT.

               7.01 Remedies; Obtaining the Assignment Collateral Upon Default.
The OPNY Borrower agrees that, if any Event of Default shall have occurred and
be continuing (and shall not have been waived by an appropriate vote or other
action by the Required Lenders), then and in every such case, subject to the
terms and provisions of the OPMW Credit Agreement and any applicable Requirement
of Law then in effect, the OPMW Administrative Agent, in addition to any rights
now or hereafter existing under any applicable Requirement of Law, shall have
all rights as a secured creditor under the UCC or any other applicable
Requirement of Law in all relevant jurisdictions and may, acting pursuant to and
in accordance with the terms of the OPMW Credit Agreement:

               (a) personally, or by agents or attorneys, immediately retake
        possession of the Assignment Collateral or any part thereof, from the
        OPNY Borrower or any other Person who then has possession of any part
        thereof with or without notice or process of law, and for that purpose
        may enter upon the OPNY Borrower's premises where any of the Assignment
        Collateral is located and remove the same and use in connection with
        such removal any and all services, supplies, aids and other facilities
        of the OPNY Borrower; and

               (b) instruct the obligor or obligors on any agreement, instrument
        or other obligation (including any other Assigned Agreement, the General
        Intangibles and the Receivables) constituting the Assignment Revenues
        and Assignment Collateral to make any payment required by the terms of
        such instrument or agreement directly to the OPMW Administrative Agent
        for deposit in the OPMW Revenue Account (or any other account required
        or contemplated by the OPMW Deposit Account Agreement) and application
        pursuant to the OPMW Deposit Account Agreement; and

               (c) apply all monies, securities and instruments in the OPMW
        Revenue Account, and each other Account, in accordance with the OPMW
        Deposit Account Agreement; and

               (d) sell, assign or otherwise liquidate, or direct the OPNY
        Borrower to sell, assign or otherwise liquidate, any or all of the
        Assignment Collateral or any part thereof and take possession of the
        proceeds of any such sale or liquidation for deposit in the OPMW Revenue
        Account (or any other account required or contemplated by the OPMW
        Deposit Account Agreement) and application pursuant to the OPMW Deposit
        Account Agreement; and

               (e) take possession of the Assignment Collateral or any part
        thereof, by directing the OPNY Borrower in writing to deliver the same
        to the OPMW



                                       20
<PAGE>
        Administrative Agent at any place or places designated by the OPMW
        Administrative Agent, in which event the OPNY Borrower shall at its own
        expense:

                      (i) promptly cause the same to be moved to the place or
               places so designated by the OPMW Administrative Agent and there
               delivered to the OPMW Administrative Agent,

                      (ii) store and keep any Assignment Collateral so delivered
               to the OPMW Administrative Agent (to the extent not physically
               delivered to the OPMW Administrative Agent) at such place or
               places pending further action by the OPMW Administrative Agent as
               provided in Section 7.02, and

                      (iii) while such Assignment Collateral shall be so stored
               and kept, provide such guards and maintenance services as shall
               be necessary to protect the same and to preserve and maintain
               them in good condition;

    it being understood that the OPNY Borrower's obligation to so deliver the
    Assignment Collateral is of the essence of this Agreement and that,
    accordingly, upon application to a court of equity having jurisdiction, the
    OPMW Administrative Agent shall be entitled to a decree requiring specific
    performance by the OPNY Borrower of such obligation.

               7.02 Remedies, Disposition of the Assignment Collateral. Any
Assignment Collateral repossessed by the OPMW Administrative Agent under or
pursuant to Section 7.01, and any other Assignment Collateral whether or not so
repossessed by the OPMW Administrative Agent, may be sold, assigned, leased or
otherwise disposed of under one or more contracts or as an entirety, and without
the necessity of gathering at the place of sale the property to be sold, and in
general in such manner, at such time or times, at such place or places and on
such terms as the OPMW Administrative Agent, acting in good faith, may, upon
written direction in compliance with any applicable Requirement of Law,
determine to be commercially reasonable. Subject to the foregoing, any of the
Assignment Collateral may be sold, leased or otherwise disposed of, in the
condition in which the same existed when taken by the OPMW Administrative Agent
or after any overhaul or repair which the OPMW Administrative Agent, acting in
good faith, shall determine to be commercially reasonable. Any such disposition
which shall be a private sale or other private proceeding permitted by such
requirements shall be made upon not less than 10 days' written notice to the
OPNY Borrower (except that, if the OPMW Administrative Agent shall determine, in
its sole discretion, that any of the other Collateral threatens to decline
quickly in value or to become worthless, any such sale may be made upon three
days' notice to OPNY Borrower) specifying the time at which such disposition is
to be made and the intended sale price or other consideration therefor, and
shall be subject, for the 10 days after the giving of such notice, to the right
of the OPNY Borrower or any nominee of the OPNY Borrower to acquire the
Assignment Collateral involved at a price or for such other consideration at
least equal to the intended sale price or other consideration so specified. To
the extent permitted by applicable Requirements of Law, the OPMW Administrative
Agent on behalf of the OPMW Lenders may bid for and become the purchaser of the
Assignment Collateral or any item thereof, offered for sale in accordance with
this Section 7.02. If, under mandatory requirements of any applicable
Requirement of Law, the OPMW Administrative Agent shall be required to make
disposition of the Assignment Collateral within a period of time



                                       21
<PAGE>
which does not permit the giving of notice to the OPNY Borrower as hereinabove
specified, the OPMW Administrative Agent need give the OPNY Borrower only such
notice of disposition as shall be reasonably practicable in view of such
mandatory requirements of any applicable Requirement of Law.

               The OPNY Borrower hereby irrevocably appoints the OPMW
Administrative Agent as its attorney-in-fact, so that the OPMW Administrative
Agent, or any Person empowered by the OPMW Administrative Agent, shall, during
the continuance of an Event of Default, be authorized to sell, assign, lease or
otherwise dispose of the Assignment Collateral or any part thereof pursuant to
the provisions of the preceding paragraph, and, in general, to do or cause to be
done all such acts and things which are otherwise required to be done by the
OPNY Borrower under this Agreement.

               7.03 Waiver of Claims. Except as otherwise provided in this
Agreement or in any other Financing Document, THE OPNY BORROWER HEREBY WAIVES,
TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL
HEARING IN CONNECTION WITH THE OPMW ADMINISTRATIVE AGENT TAKING POSSESSION OR
THE OPMW ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL,
IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND
ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH
RIGHT WHICH THE OPNY BORROWER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY
STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH
JURISDICTION, and the OPNY Borrower hereby further waives, to the extent
permitted by applicable Requirements of Law:

               (i) all damages occasioned by such taking of possession except
        any damages which are the direct result of the gross negligence or
        willful misconduct of the OPMW Administrative Agent, any OPMW Lender, or
        any Person acting on its behalf or instruction;

               (ii) all other requirements as to the time, place and terms of
        sale or other requirements with respect to the enforcement of the OPMW
        Administrative Agent's rights hereunder; and

               (iii) all rights of redemption, appraisement, valuation, stay,
        extension or moratorium now or hereafter in force under any applicable
        Requirement of Law in order to prevent or delay the enforcement of this
        Agreement (including any right to claim that such enforcement should be
        stayed pending the outcome of any other action or proceeding (including
        any arbitration proceeding)) or the absolute sale of the Assignment
        Collateral or any portion thereof, and the OPNY Borrower, for itself and
        all who may claim under it, insofar as it or they now or hereafter
        lawfully may, hereby waives the benefit of all such applicable
        Requirements of Law.

To the extent permitted under applicable Requirements of Law, any sale of, or
the grant of options to purchase, or any other realization upon, any Assignment
Collateral shall operate to divest all right, title, interest, claim and demand,
either at law or in equity, of the OPNY



                                       22
<PAGE>
Borrower therein and thereto, and shall be a perpetual bar both at law and in
equity against the OPNY Borrower and against any and all Persons claiming or
attempting to claim the Assignment Collateral so sold, optioned or realized
upon, or any part thereof, from, through and under the OPNY Borrower.

               7.04 Application of Proceeds. Notwithstanding any other provision
of this Agreement, all payments made under or in connection with this Agreement,
and all moneys collected by the OPMW Administrative Agent upon any sale or other
disposition of the Collateral pursuant to this Agreement, including Sections
7.01 and 7.02, shall be applied in accordance with the Financing Documents. For
the avoidance of doubt, it is understood that the OPNY Borrower shall remain
liable to the extent of any deficiency between the amount of the Proceeds of the
Assignment Collateral and the aggregate amount of the Secured Obligations.

               7.05 Remedies Cumulative. No failure or delay on the part of the
OPMW Administrative Agent or any OPMW Lender in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between the OPNY Borrower and the OPMW Administrative Agent or any OPMW
Lender shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or under any other Financing
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Financing Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the OPMW
Administrative Agent or any OPMW Lender would otherwise have. No notice to or
demand on the OPNY Borrower in any case shall entitle the OPNY Borrower to any
other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the OPMW Administrative Agent or any OPMW
Lender to any other or further action in any circumstances without notice or
demand.

               7.06 Discontinuance of Proceedings. In case the OPMW
Administrative Agent shall have instituted any proceeding to enforce any right,
power or remedy under this Agreement by foreclosure, sale, entry or otherwise,
and such proceeding shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the OPMW Administrative Agent, then and
in every such case the OPNY Borrower, the OPMW Administrative Agent and each
holder of any of the Obligations shall be restored to their former positions and
rights hereunder with respect to the Assignment Collateral subject to the
security interest created under this Agreement, and all rights, remedies and
powers of the OPMW Administrative Agent shall continue as if no such proceeding
had been instituted.

               7.07 Grant of License or Sub-License to Use Patent, Trademark,
Copyright and License Collateral. For the purpose of enabling the OPMW
Administrative Agent to exercise rights and remedies under this Article VII at
such time as the OPMW Administrative Agent shall be lawfully entitled to
exercise such rights and remedies, the OPNY Borrower hereby grants to the OPMW
Administrative Agent an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to the OPNY Borrower) to use, license
or sub-license any Patent, Trademark, Copyright or License (to the extent the
OPNY Borrower has authority to sub-license any such License) now owned or
licensed or hereafter acquired or licensed by the OPNY Borrower, and wherever
the same may be located, and including in such license reasonable access to all
media in which any of the licensed items may be recorded or stored and



                                       23
<PAGE>
to all computer software and programs used for the compilation or printout
thereof. The use of such license or sub-license by the OPMW Administrative Agent
shall be exercised, at the option of the OPMW Administrative Agent, only upon
the occurrence and during the continuation of an Event of Default; provided that
any license, sub-license or other transaction entered into by the OPMW
Administrative Agent while such Event of Default was continuing in accordance
herewith shall be binding upon the OPNY Borrower notwithstanding any subsequent
cure of an Event of Default. The OPMW Administrative Agent agrees to apply the
net Proceeds received from any such license as provided in Section 7.04 hereof.

               Section 8. INDEMNITY; EXPENSES.

        (a) The OPNY Borrower agrees to indemnify and hold harmless the OPMW
Administrative Agent and each Secured Party from and against any and all claims,
losses and liabilities arising out of or resulting from the Collateral or the
OPNY Borrower's pledge and assignment under this Agreement (including
enforcement against the OPNY Borrower of this Agreement), except claims, losses
or liabilities resulting from the gross negligence or willful misconduct of any
Secured Party or any other Person designated by any Secured Party to act on its
behalf pursuant to this Agreement.

        (b) The OPNY Borrower will upon demand pay to the OPMW Administrative
Agent or any Secured Party the amount of any and all reasonable expenses,
including the reasonable fees and expenses of its counsel and of any experts and
agents, which the OPMW Administrative Agent or any Secured Party may incur in
connection with (i) the administration of this Agreement, (ii) the sale of,
collection from, or other realization upon, any of the Collateral of the OPNY
Borrower, (iii) the exercise or enforcement (whether through negotiations, legal
proceedings or otherwise) of any of the rights of the OPMW Administrative Agent
or any Secured Party hereunder against the OPNY Borrower or (iv) the failure by
the OPNY Borrower to perform or observe any of the provisions hereof.

               Section 9. MISCELLANEOUS.

               9.01 Notices. All notices hereunder, unless otherwise specified,
shall be provided as specified in Section 9.01 of the OPMW Credit Agreement;
provided, that notices to the OPNY Borrower shall be to the address specified in
the OPNY Guarantee. Promptly after the execution of any and all material
amendments, supplements and waivers, of and to the Assignment Revenues or
Assignment Collateral, originals, if reasonably available and, if not, copies of
such amendments, supplements and waivers shall be delivered to the OPMW
Administrative Agent.

               9.02 Waiver, Amendment; Severability. No amendment or waiver of
any provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the OPMW Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining



                                       24
<PAGE>
provisions or obligations in any other jurisdiction shall not in any way be
affected or impaired thereby.

               9.03 Obligations Absolute. To the extent permitted by applicable
Requirements of Law, the obligations of the OPNY Borrower under this Agreement
are independent of the Secured Obligations, and a separate action or actions may
be brought and prosecuted against the OPNY Borrower to enforce this Agreement,
irrespective of whether any action is brought against the OPMW Borrower, any
other pledgor or any guarantor of the Secured Obligations or whether the OPMW
Borrower, any other pledgor or any guarantor of the Secured Obligations is
joined in any such action or actions. All rights of the OPMW Administrative
Agent and the assignment, hypothecation and security interest hereunder, and all
obligations of the OPNY Borrower hereunder, shall be absolute and unconditional,
irrespective of:

        (a) any lack of validity or enforceability of this Agreement, the OPNY
Credit Agreement, any other Financing Document or any other agreement or
instrument relating to any thereof, the absence of any action to enforce the
same, any release of the OPNY Borrower, any Credit Party or any other OPNY
Credit Party, the recovery of any judgment against the OPNY Borrower, any Credit
Party or any other OPNY Credit Party, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable
discharge or defense of the OPNY Borrower;

        (b) any occurrence or condition whatsoever, including (i) any
compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations of the OPNY Borrower,
any OPNY Credit Party or any other OPNY Credit Party contained in this
Agreement, the Credit Agreement or any other Financing Document, (ii) any
impairment, modification, release or limitation of the liability of the OPNY
Borrower, any Credit Party or any other OPNY Credit Party or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable bankruptcy
law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the OPNY Borrower, the OPMW Administrative Agent or any
other Secured Party of any rights or remedies, (iv) the assignment or the
purported assignment of any property as security for the Secured Obligations,
including all or any part of the rights of the OPNY Borrower under this
Agreement, (v) the extension of the time for payment by the OPNY Borrower, any
Credit Party, any other OPNY Credit Party or any other guarantor of any payments
or other sums or any part thereof owing or payable under any of the terms and
provisions of any Financing Document or of the time for performance by the OPNY
Borrower, any Credit Party or any other OPNY Credit Party of any other
obligations under or arising out of any terms or provisions or the extension of
the renewal of any thereof, (vi) the modification or amendment (whether material
or otherwise) of any duty, agreement or obligation of the OPNY Borrower, any
Credit Party or any other OPNY Credit Party set forth in any Financing Document,
(vii) the voluntary or involuntary liquidation, dissolution, sale or other
disposition of all or substantially all of the assets, marshalling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other
similar proceeding affecting the OPNY Borrower, any Credit Party or any other
OPNY Credit Party or any of their respective assets, or



                                       25
<PAGE>
the disaffirmancy of this Agreement or any Financing Document in any such
proceeding, (viii) the release or discharge of the OPNY Borrower, any Credit
Party or any other OPNY Credit Party from the performance or observance of any
agreement, covenant, term or condition contained in any of such instruments by
operation of law, (ix) the unenforceability of this Agreement or any Financing
Document or (x) any other circumstance which might otherwise constitute a legal
or equitable discharge of a surety or guarantor; or

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

               9.04 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto and shall inure to the benefit of the OPMW
Lenders; provided, however, that the OPNY Borrower may not assign or transfer
any of its rights or obligations hereunder without the prior written consent of
the OPMW Administrative Agent and each of the OPMW Lenders. Any OPMW Lender may
transfer, assign or grant all or such relevant part of its rights hereunder in
connection with an assignment or transfer of all or any part of its interest in
its Loans in accordance with the provisions of the OPMW Credit Agreement, and
such assignee shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise. All agreements, statements,
representations and warranties made by the OPNY Borrower herein or in any
certificate or other instrument delivered by the OPNY Borrower or on its behalf
under this Agreement shall be considered to have been relied upon by the OPMW
Lenders and shall survive the execution and delivery of this Agreement, the OPMW
Credit Agreement and the other Financing Documents regardless of any
investigation made by the OPMW Lenders or on their behalf.

               9.05 Headings Descriptive, etc. The headings of the several
sections and subsections of this Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

               9.06 Governing Law; Submission to Jurisdiction and Venue. (a)
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THE OPNY BORROWER AND EACH SECURED PARTY IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN




                                       26
<PAGE>
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

        (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, THE OPNY BORROWER AND EACH
SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE OPNY BORROWER AND EACH
SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. THE OPNY BORROWER WAIVES
IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS.

        (c) THE OPNY BORROWER AGREES THAT ANY SECURED PARTY SHALL HAVE THE
RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED
AGAINST THE OPNY BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY
SELECTED IN GOOD FAITH TO ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY,
OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED
PARTY. THE OPNY BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION
OF THE COURT IN WHICH ANY SECURED PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN
THIS PARAGRAPH INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS

        (d) THE OPNY BORROWER AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

        (e) THE OPNY BORROWER HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED
AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW
YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE OPNY BORROWER
TO RECEIVE FOR AND ON BEHALF OF THE OPNY BORROWER SERVICE OF PROCESS IN SUCH
RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE OPNY
BORROWER AT ITS ADDRESS SET FORTH IN ACCORDANCE WITH SECTION 9.01. THE OPNY
BORROWER FURTHER



                                       27
<PAGE>
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE OPNY BORROWER AT ITS SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

        (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (ii)
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE, IN EITHER CASE, SOLELY AS PERMITTED
IN SUBSECTION (c) OF THIS SECTION 9.06.

               9.07 The OPNY Borrower's Duties. It is expressly agreed, anything
herein contained to the contrary notwithstanding, that the OPNY Borrower shall
remain liable to perform all of the obligations, if any, assumed by it with
respect to the Assignment Revenues or the Assignment Collateral and the OPMW
Administrative Agent and the OPMW Lenders shall have no obligations or
liabilities (except obligations or liabilities resulting from the gross
negligence or willful misconduct of the OPMW Administrative Agent and the OPMW
Lenders) with respect to any Assignment Revenues or Assignment Collateral by
reason of or arising out of or in connection with this Agreement, nor shall the
OPMW Administrative Agent or the OPMW Lenders be required or obligated in any
manner to perform or fulfill any of the obligations of the OPNY Borrower under
or with respect to any Assignment Revenues or Assignment Collateral.

               9.08 Termination; Release. This Agreement shall create a
continuing pledge, assignment of hypothecation of and security interest in the
Collateral and shall remain in full force and effect until no OPMW Lender shall
have any Commitment outstanding and until the Notes, together with interest, and
all other Secured Obligations are indefeasibly paid in full in cash. This
Agreement shall terminate when all Secured Obligations have been indefeasibly
paid in full in cash and all Commitments have been terminated, and the OPMW
Administrative Agent, at the written request and expense of the OPNY Borrower,
will promptly authorize, execute and deliver, as applicable, to the OPNY
Borrower the proper instruments (which may include Uniform Commercial Code
termination statements on form UCC-3) acknowledging the termination of this
Agreement, and will promptly duly assign, transfer and deliver to the OPNY
Borrower (without recourse and without any representation or warranty) free from
any interest of the OPMW Administrative Agent or Lien granted hereunder such of
the Assignment Revenues or Assignment Collateral as may be in possession of the
OPMW Administrative Agent and has not theretofore been sold or otherwise applied
or released pursuant to this Agreement together with such notices to third
parties as may be necessary to countermand any notices previously sent to them
pursuant hereto.

               9.09 Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

               9.10 [Intentionally Deleted.]



                                       28
<PAGE>

               9.11 Limitation of Recourse. Except as otherwise expressly
provided in the OPMW Financing Documents and the OPNY Financing Documents, the
obligations of the OPNY Borrower hereunder are obligations solely of the OPNY
Borrower and shall not constitute a debt or obligation of any direct or
indirect, partner, shareholder or other equity owner of the OPNY Borrower or any
of their respective directors, officers, agents or employees (each such Person,
a "Non-Recourse Party"). No Non-Recourse Party shall be liable for any amount
payable by the OPNY Borrower under this Agreement and the Secured Parties shall
not seek a money judgment or deficiency or personal judgment against any
Non-Recourse Party for payment of the indebtedness payable by the OPNY Borrower
evidenced by this Agreement. No property or assets of any Non-Recourse Party,
other than as contemplated in the OPMW Financing Documents or OPNY Financing
Documents, shall be sold, levied upon or otherwise used to satisfy any judgment
rendered in connection with any action brought against the OPNY Borrower with
respect to this Agreement or the other OPMW Financing Documents or OPNY
Financing Documents. The foregoing acknowledgments, agreements and waivers shall
be enforceable by any Non-Recourse Party. Notwithstanding the foregoing, nothing
in this Section shall limit or affect or be construed to limit or affect the
obligations and liabilities of any Credit Party or any other Non-Recourse Party
(a) in accordance with the terms of any Transaction Document creating such
liabilities and obligations to which such Credit Party or Non-Recourse Party is
a party, (b) arising from liability pursuant to any applicable Requirement of
Law for such Credit Party's or such Non-Recourse Party's fraudulent actions,
knowing misrepresentations or willful misconduct or (c) with respect to amounts
distributed to it in violation of Section 6.10 of the OPMW Credit Agreement.

               9.12 Subordination. Notwithstanding any provision of this
Agreement or any other Financing Document to the contrary, (i) the security
interests created and granted hereby are subject to, subordinate and inferior to
the security interests created by the First Lien Borrower Security Agreement, in
accordance with, and all rights, powers and remedies granted to the OPNY
Administrative Agent thereunder, are subject in all respects to, the terms and
conditions of the Intercreditor Agreement, including restrictions on the right
of the OPMW Administrative Agent to give notices, exercise power of attorney
rights, direct or receive payments, hold, control or receive delivery of any
Assignment Collateral or other possessory collateral or to exercise powers or
remedies and to apply proceeds of Collateral; provided, that if and to the
extent the Intercreditor Agreement is amended, supplemented or modified at any
time from time to time and such amendment, supplement or modification could
reasonably be expected to have any adverse effect on the OPNY Borrower's rights,
duties or obligations hereunder or under any other Financing Document, such
amendment, supplement or modification shall not be effective as to the OPNY
Borrower without the OPNY Borrower's prior written acknowledgment (which
acknowledgment shall not be unreasonably conditioned, withheld or delayed) that
such amendment, modification or supplement shall be effective for purposes of
this Agreement and the other Financing Documents, (ii) the OPMW Administrative
Agent on behalf of each of the Secured Parties hereby acknowledges and agrees
that the OPNY Borrower shall not have any duty and obligation with respect to
the perfection or priority of the security interest granted hereunder in and to
any of the Collateral (and no Default or Event of Default shall result or occur)
to the extent (a) such Collateral is in the possession or control of the OPNY
Administrative Agent, (b) such Collateral is not transferred by the OPNY
Administrative Agent to the OPMW Administrative Agent as required pursuant to
the Intercreditor Agreement,



                                       29
<PAGE>
(c) such perfection or priority requires any consent, approval or other action
of the OPNY Administrative Agent, or (d) the OPNY Administrative Agent then
maintains a perfected, first priority security interest in and to the Collateral
and (iii) no obligations contained in this Agreement shall require the OPNY
Borrower to take or omit to take any action inconsistent with the terms and
conditions of the OPNY Deposit Account Agreement and/or the Holdco Deposit
Account Agreement and no Default or Event of Default shall arise or result from
the taking or omitting of such action.


                  [Remainder of page intentionally left blank.]




                                       30
<PAGE>
        IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.


                                    OPNY BORROWER:

                                    ORION POWER NEW YORK, L.P.

                                    By:  Orion Power New York GP, Inc.,
                                    its general partner


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

                                    Address: 1111 Louisiana Street
                                             Houston, TX 77002
                                             Attn:  Senior Vice President -
                                                    Finance
                                    Telephone:      (713) 207-3160
                                    Telecopy:       (713) 207-0988

                                    With a copy to:
                                    Address:   1111 Louisiana Street
                                               Houston, TX 77002
                                               Attn:  General Counsel
                                    Telephone: (713) 207-7265
                                    Telecopy:  (713) 393-0140

                                    OPMW ADMINISTRATIVE AGENT:

                                    BANK OF AMERICA, N.A., as OPMW
                                    Administrative Agent


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


<PAGE>
                                                                     EXHIBIT H-3
                                                                              TO

                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

                                   SECOND LIEN

                        ASSIGNMENT AND SECURITY AGREEMENT

                                     between

                       [ASTORIA GENERATING COMPANY, L.P./
                      CARR STREET GENERATING STATION, L.P./
                        ERIE BOULEVARD HYDROPOWER, L.P.]

                                       and

                             BANK OF AMERICA, N.A.,

                          as OPMW Administrative Agent



                          ----------------------------
                          Dated as of October 28, 2002
                          ----------------------------
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>               <C>                                                                                                    <C>
SECTION 1.        DEFINITIONS...........................................................................................  2


SECTION 2.        ASSIGNMENT; SECURITY INTERESTS; INSURANCE PROCEEDS....................................................  6

   2.01           PLEDGE; ASSIGNMENT; GRANT OF SECURITY INTERESTS.......................................................  6
   2.02           POWER OF ATTORNEY..................................................................................... 10

SECTION 3.        GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS..................................................... 12

   3.01           NECESSARY FILINGS..................................................................................... 12
   3.02           NO LIENS.............................................................................................. 13
   3.03           OTHER FINANCING STATEMENTS............................................................................ 13
   3.04           JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE, RECORDS......................................... 13
   3.05           RECOURSE.............................................................................................. 14
   3.06           CONSENTS.............................................................................................. 14
   3.07           PLEDGED PERMITS....................................................................................... 15
   3.08           BARGES................................................................................................ 15
   3.09           FIXTURE LOCATIONS..................................................................................... 15
   3.10           FARM PRODUCTS; TIMBER; AS-EXTRACTED COLLATERAL........................................................ 15
   3.11           COMMERCIAL TORT CLAIMS................................................................................ 16
   3.12           LETTERS OF CREDIT..................................................................................... 16
   3.13           CHATTEL PAPER......................................................................................... 16
   3.14           BANK ACCOUNTS......................................................................................... 16

SECTION 4.        SPECIAL PROVISIONS CONCERNING RECEIVABLES; CONTRACT RIGHTS; INSTRUMENTS............................... 16

   4.01           ADDITIONAL REPRESENTATIONS AND WARRANTIES............................................................. 16
   4.02           MAINTENANCE OF RECORDS................................................................................ 17
   4.03           PAYMENTS UNDER ASSIGNED AGREEMENTS, RECEIVABLES AND GENERAL INTANGIBLES............................... 17
   4.04           DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES; ETC................................................ 17
   4.05           MODIFICATION OF TERMS, ETC............................................................................ 17
   4.06           COLLECTION............................................................................................ 18

SECTION 5.        SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADEMARKS...................................... 18

   5.01           INFRINGEMENTS......................................................................................... 18
   5.02           OTHER PATENTS, COPYRIGHTS AND TRADEMARKS.............................................................. 18
   5.03           REMEDIES.............................................................................................. 18

SECTION 6.        PROVISIONS CONCERNING ALL ASSIGNMENT REVENUES AND ASSIGNMENT COLLATERAL; INSURANCE.................... 19

   6.01           PROTECTION OF THE OPMW ADMINISTRATIVE AGENT'S INTERESTS............................................... 19
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>               <C>                                                                                                    <C>
   6.02           FURTHER ACTIONS....................................................................................... 19
   6.03           FINANCING STATEMENTS.................................................................................. 20

SECTION 7.        REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT.......................................................... 20

   7.01           REMEDIES; OBTAINING THE ASSIGNMENT COLLATERAL UPON DEFAULT............................................ 20
   7.02           REMEDIES, DISPOSITION OF THE ASSIGNMENT COLLATERAL.................................................... 21
   7.03           WAIVER OF CLAIMS...................................................................................... 22
   7.04           APPLICATION OF PROCEEDS............................................................................... 23
   7.05           REMEDIES CUMULATIVE................................................................................... 23
   7.06           DISCONTINUANCE OF PROCEEDINGS......................................................................... 23
   7.07           GRANT OF LICENSE OR SUB-LICENSE TO USE PATENT, TRADEMARK, COPYRIGHT AND LICENSE COLLATERAL............ 24

SECTION 8.        INDEMNITY; EXPENSES................................................................................... 24


SECTION 9.        MISCELLANEOUS......................................................................................... 24

   9.01           NOTICES............................................................................................... 24
   9.02           WAIVER, AMENDMENT; SEVERABILITY....................................................................... 25
   9.03           OBLIGATIONS ABSOLUTE.................................................................................. 25
   9.04           SUCCESSORS AND ASSIGNS................................................................................ 26
   9.05           HEADINGS DESCRIPTIVE, ETC............................................................................. 26
   9.06           GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE................................................... 26
   9.07           THE GRANTOR'S DUTIES.................................................................................. 28
   9.08           TERMINATION; RELEASE.................................................................................. 28
   9.09           EXECUTION IN COUNTERPARTS............................................................................. 28
   9.10           [INTENTIONALLY DELETED.].............................................................................. 29
   9.11           LIMITATION OF RECOURSE................................................................................ 29
   9.12           SUBORDINATION......................................................................................... 29

Schedules

Schedule 1        Commercial Tort Claims
Schedule 2        Name; Jurisdiction of Organization; Location
Schedule 3        Filing Locations
[Schedule 4       Barges]

Exhibits

Exhibit A         Assignment of Security Interest in United States Patents and Trademarks
Exhibit B         Assignment of Security Interest in United States Copyrights
</TABLE>


                                       ii
<PAGE>
                                   SECOND LIEN
                        ASSIGNMENT AND SECURITY AGREEMENT

            SECOND LIEN ASSIGNMENT AND SECURITY AGREEMENT, dated as of October
28, 2002 (this "Agreement"), between [ASTORIA GENERATING COMPANY, L.P./CARR
STREET GENERATING STATION, L.P./ERIE BOULEVARD HYDROPOWER, L.P.], a limited
partnership organized under the laws of the State of Delaware (the "Grantor"),
and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together
with any successors and assigns, the "OPMW Administrative Agent") for the
benefit of the Secured Parties (as defined in the OPMW Credit Agreement referred
to below).

                              W I T N E S S E T H:

            WHEREAS, Orion Power MidWest, L.P. (the "OPMW Borrower") has entered
into that certain Second Amended and Restated Credit Agreement, dated as of the
Restructuring Effective Date (as the same may be amended, supplemented or
otherwise modified from time to time, the "OPMW Credit Agreement"), with the
OPMW Administrative Agent, Banc of America Securities LLC and BNP Paribas, as
lead arrangers and joint book runners, Bank of America, N.A., as issuing bank,
BNP Paribas, as syndication agent, The Bank of Nova Scotia, Mizuho Corporate
Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as
documentation agents, and the Lenders named on the signature pages thereto and
from time to time parties thereto (the "OPMW Lenders"), pursuant to which the
OPMW Lenders have agreed, inter alia, to renew, modify and extend credit
facilities that were issued to the OPMW Borrower to finance a portion of the
purchase price of the Portfolio Assets and to provide working capital
availability to the OPMW Borrower;

            WHEREAS, Orion Power New York, L.P. (the "OPNY Borrower") has
entered into an Amended and Restated Credit Agreement, dated as of the
Restructuring Effective Date (as the same may be amended, supplemented or
otherwise modified from time to time, the "OPNY Credit Agreement"), with Bank of
America, as administrative agent and as issuing bank, Banc of America Securities
LLC and BNP Paribas, as lead arrangers and joint book runners, BNP Paribas, as
syndication agent, Union Bank of California, N.A., CoBank, ACB and Deutsche Bank
AG New York and/or Cayman Island Branch, as documentation agents, and the
Lenders named on the signature pages thereto and from time to time parties
thereto (the "OPNY Lenders"), pursuant to which the OPNY Lenders have agreed,
inter alia, to renew, modify and extend credit facilities that were issued to
the OPNY Borrower to finance a portion of the purchase price of the Portfolio
Assets (as defined in the OPNY Credit Agreement) and to provide working capital
availability to the Borrower;

            WHEREAS, the OPMW Administrative Agent, the OPNY Administrative
Agent, the OPMW Lenders, the OPNY Lenders and Bank of America, N.A., as
collateral agent have entered into the Intercreditor Agreement (as defined in
the OPNY Credit Agreement);

            WHEREAS, the Grantor has entered into a Guarantee Agreement dated as
of the Restructuring Effective Date (as the same may be amended, supplemented or
otherwise modified from time to time, the "OPNY Guarantee"), with the OPNY
Borrower, the OPMW
<PAGE>
Administrative Agent and certain other Subsidiaries of the OPNY Borrower,
pursuant to which the Grantor has agreed to guarantee the Obligations of the
OPMW Borrower;

            WHEREAS, the OPMW Credit Agreement contemplates the execution,
delivery and the implementation of this Agreement;

            WHEREAS, it is a condition precedent to the obligations of the OPMW
Lenders under the OPMW Credit Agreement that this Agreement shall have been
entered into by the parties hereto and shall be in full force and effect;

            NOW, THEREFORE, in consideration of the benefits to the Grantor, the
receipt and sufficiency of which are hereby acknowledged, the Grantor hereby
makes the following assignments, representations and warranties to the OPMW
Administrative Agent, for the benefit of the Secured Parties, and hereby
covenants and agrees with the OPMW Administrative Agent, in each case, as
follows:

            Section 1. Definitions. (a) For all purposes of this Agreement, (i)
capitalized terms not otherwise defined herein shall have the meanings set forth
in the OPMW Credit Agreement, (ii) unless otherwise specified or otherwise
defined herein or in the OPMW Credit Agreement, terms used in Article 9 of the
UCC (as hereinafter defined) are used herein as therein defined and (iii) the
principles of construction set forth in Section 1.04 of the OPMW Credit
Agreement shall apply hereto.

            (b) In addition, the following terms shall have the meanings herein
specified:

            "AGREEMENT" shall mean this Second Lien Assignment and Security
Agreement, as amended, supplemented or otherwise modified from time to time.

            "ASSIGNED AGREEMENTS" shall have the meaning provided in Section
2.01(a)(xi).

            "ASSIGNMENT COLLATERAL" shall have the meaning provided in Section
2.01(a)(xiv).

            "ASSIGNMENT REVENUES" shall have the meaning provided in Section
2.01(a)(i).

            ["BARGES" shall have the meaning provided in Section 2.01(a)(xiii).]

            "COLLATERAL" shall have the meaning provided in Section 2.01(a).

            "CONTRACT RIGHTS" shall mean all rights of the Grantor (including
all rights to payment) under each Assigned Agreement.

            "COPYRIGHT LICENSES" shall mean any written agreement (a) granting
any right to any third party under any Copyright of the Grantor or (b) granting
any right to the Grantor under any Copyright of any third party.

            "COPYRIGHTS" shall mean all right, title and interest of any person
in and to all of the following, whether now owned or hereafter acquired:


                                       2
<PAGE>
            (i)   the federally registered United States and foreign copyrights
                  and any renewals thereof;

            (ii)  all other United States and foreign copyrights;

            (iii) all registrations and applications for registration of any
                  such copyright in the United States or any other country,
                  including registrations, recordings, supplemental derivative
                  or collective work registrations and pending applications for
                  registrations in the United States Copyright Office;

            (iv)  all computer programs, computer data bases, computer program
                  flow diagrams, source codes and object codes related to any or
                  all of the foregoing; and

            (v)   all tangible property embodying or incorporating any or all of
                  the foregoing.

            "DEPOSIT ACCOUNT AGREEMENT" shall have the meaning assigned such
term in the OPNY Credit Agreement.

            "DOCUMENTS" shall mean all of the books, ledgers, records, computer
programs, tapes, discs, punch cards, data processing software, transaction
files, master files and related property and rights (including computer and
peripheral equipment) of the Grantor pertaining to or referencing the
Collateral.

            "EQUIPMENT" shall have the meaning provided in Section 2.01(a)(ii).

            "FIRST LIEN SUBSIDIARY SECURITY AGREEMENT" shall mean the Amended
and Restated Assignment and Security Agreement, dated as of the Restructuring
Effective Date, made by the Grantor to the OPNY Administrative Agent for the
benefit of the OPNY Secured Parties.

            "GENERAL INTANGIBLES" shall have the meaning provided in Section
2.01(a)(vi).

            "GRANTOR" shall have the meaning provided in the first paragraph of
this Agreement.

            "HOLDCO DEPOSIT ACCOUNT AGREEMENT" shall have the meaning assigned
such term in the OPNY Credit Agreement.

            "INVENTORY" shall have the meaning provided in Section 2.01(a)(iii).

            "LICENSE" shall mean any Patent License, Trademark License,
Copyright License or other license or sublicense as to which the Grantor is now
or hereafter a party.

            "NON-RECOURSE PARTY" shall have the meaning provided in Section
9.11.


                                       3
<PAGE>
            "OPMW ADMINISTRATIVE AGENT" shall have the meaning provided in the
Recitals of this Agreement.

            "OPMW BORROWER" shall have the meaning provided in the Recitals of
this Agreement.

            "OPMW CREDIT AGREEMENT" shall have the meaning provided in the
Recitals of this Agreement.

            "OPMW DEPOSIT ACCOUNT AGREEMENT" shall have the meaning provided the
term "Deposit Account Agreement" in the OPMW Credit Agreement.

            "OPMW LENDERS" shall have the meaning provided in the Recitals of
this Agreement.

            "OPMW REVENUE ACCOUNT" shall have the meaning provided the term
"Revenue Account" in the OPMW Deposit Account Agreement.

            "OPNY BORROWER" shall have the meaning provided in the first
paragraph of this Agreement.

            "OPNY CREDIT AGREEMENT" shall have the meaning provided in the
Recitals of this Agreement.

            "OPNY CREDIT PARTIES" shall have the meaning assigned such term in
the OPNY Credit Agreement.

            "OPNY GUARANTEE" shall have the meaning provided in the Recitals of
this Agreement.

            "OPNY LENDERS" shall have the meaning provided in the Recitals of
this Agreement.

            "ORIGINAL AGREEMENT" shall have the meaning provided in Section
9.12.

            "PATENT LICENSE" shall mean any written agreement (i) granting any
right to any third party under any Patent of the Grantor or (ii) granting any
right to the Grantor under any Patent of any third party.

            "PATENTS" shall mean all right, title and interest of any person in
and to all of the following, whether now owned or hereafter acquired:

            (i)   all letters patent of the United States or any other country,
                  all registrations and recordings thereof, and all applications
                  for letters patent of the United States or any other country;


                                       4
<PAGE>
            (ii)  all other letters patent of the United States or any other
                  country and all other applications for letters patent of the
                  United States or any other country; and

            (iii) all reissues, continuations, divisions, continuations-in-part
                  or extensions thereof and the inventions disclosed therein,
                  including the right to make, use and/or sell the inventions
                  disclosed therein.

            "PLEDGED PERMITS" shall have the meaning provided in Section
2.01(a)(vii).

            "PROCEEDS" shall mean all proceeds, including (i) whatever is
received upon any collection, exchange, sale or other disposition of any of the
Collateral and any property into which any of the Collateral is converted,
whether cash or non-cash, (ii) any and all payments or other property (in
whatever form) made or due and payable on account of any insurance, indemnity,
warranty or guaranty payable to the Grantor with respect to any of the
Collateral, (iii) any value received as a consequence of the possession of any
Collateral and any payment received from any insurer or other person or entity
as a result of the destruction, loss, theft or other involuntary conversion of
whatever nature of any asset or property which constitutes Collateral, (iv) any
and all payments (in any form whatsoever) made or due and payable in connection
with any requisition, confiscation, condemnation, seizure or forfeiture of all
or any part of the Collateral by any Governmental Authority, (v) any claim of
the Grantor against third parties (A) for past, present or future infringement
of any Patent now or hereafter owned by the Grantor or licensed under a Patent
License, (B) for past, present or future infringement or dilution of any
Trademark now or hereafter owned by the Grantor or licensed under a Trademark
License or injury to the goodwill associated with any Trademark now or hereafter
owned by the Grantor, (C) for past, present or future infringement of any
Copyright now or hereafter owned by the Grantor or licensed under a Copyright
License and (D) for past, present or future breach of any License and (vi) any
and all other amounts from time to time paid or payable under or in connection
with any of the Collateral.

            "RECEIVABLES" shall have the meaning provided in Section
2.01(a)(iv).

            "RELATED CONTRACTS" shall have the meaning provided in Section
2.01(a)(v).

            "REVENUE ACCOUNT" shall have the meaning assigned such term in the
Deposit Account Agreement.

            "SECURED OBLIGATIONS" shall have the meaning provided in Section
2.01(a).

            "SUBSIDIARY GUARANTEE" shall have the meaning provided in the
Recitals of this Agreement.

            "TRADEMARK LICENSE" shall mean any written agreement (a) granting
any right to any third party under any Trademark of the Grantor or (b) granting
any right to the Grantor under any Trademark of any third party.


                                       5
<PAGE>
            "TRADEMARKS" shall mean all of the following now or hereafter owned
by any person (i) all trademarks, service marks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, trade
dress, logos, other source or business identifiers, designs and general
intangibles of like nature, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications filed in connection
therewith, including registrations and applications in the United States Patent
and Trademark Office, any State of the United States or any other country or any
political subdivision thereof, and all extensions or renewals thereof and (ii)
all goodwill associated therewith.

            "UCC" shall mean at any time the Uniform Commercial Code as the same
may from time to time be in effect in the State of New York; provided that if,
by reason of mandatory provisions of law, the validity or perfection of any
security interest granted herein is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than New York, then, as to the validity or
perfection of such security interest, "UCC" shall mean the Uniform Commercial
Code in effect in such other jurisdiction.

            Section 2. ASSIGNMENT; SECURITY INTERESTS; INSURANCE PROCEEDS.

            2.01 Pledge; Assignment; Grant of Security Interests. (a) To secure
the prompt and complete payment and performance of the obligations of the
Grantor under the OPNY Guarantee (collectively, the "Secured Obligations"), the
Grantor hereby assigns and pledges to the OPMW Administrative Agent for the
benefit of the Secured Parties, and hereby grants to the OPMW Administrative
Agent for the benefit of the Secured Parties, a security interest in, and lien
on, all of the Grantor's right, title and interest in and to the following,
whether now owned or hereafter acquired (the "Collateral"); capitalized terms
used in subsections 2.01(a)(i) through 2.01(a)(xiv) not otherwise defined herein
shall have the meaning set forth in the OPNY Credit Agreement):

                  (i) all cash income and receipts derived from the ownership
            and ordinary course of operation of the Portfolio Assets, including
            revenues from the sale of energy and other products and services
            (including electric capacity, ancillary services and transmission
            services and products), Proceeds of business interruption insurance,
            interest and other income earned on amounts on deposit in the
            Accounts and any amounts realized by the Grantor under any Interest
            Hedge Contract (all of the above, collectively, the "Assignment
            Revenues");

                  (ii) (A) all equipment, wherever located, now or hereafter
            existing, (B) all fixtures, (C) to the extent not included in the
            foregoing or in clause (iii), all goods, (D) all parts of any of the
            foregoing items (A)-(C) and all attachments and accessions thereto,
            including, to the extent not included in the foregoing, all other
            accessions and (E) all rights in any of the foregoing items (A)-(D)
            now or hereafter owned or possessed by the Grantor for its benefit
            (the property described in this subclause (ii) being the
            "Equipment");


                                       6
<PAGE>
                  (iii) all inventory and other tangible personal property held
            for sale by the Grantor, in all of it is forms, wherever located,
            and rights therein owned or possessed by the Grantor or for its
            benefit including, but not limited to, (A) with respect to the
            generation of electric power by the Grantor, raw materials and work
            in process therefor, finished goods and by-products thereof, and
            materials used or consumed in the manufacture or production thereof,
            (B) goods in which the Grantor has an interest in mass or a joint or
            other interest or right of any kind and (C) goods which are returned
            to or repossessed by the Grantor, and all accessions to any of the
            foregoing and products thereof and documents relating thereto (the
            property described in this subclause (iii) being the "Inventory");

                  (iv) all accounts, Contract Rights, chattel paper, Documents,
            instruments, letters of credit, letter-of-credit rights, documents
            and other rights or obligations of every kind, now or hereafter
            existing, whether or not arising out of or in connection with any
            sale, lease, exchange or other disposition of electric power, or
            other Inventory, goods or the provision or rendering of any service
            by or to the Grantor and all tax refunds, tax refund claims or
            guarantee claims held by or granted to the Grantor (any and all such
            accounts, Contract Rights, chattel paper, Documents, instruments,
            obligations and other property described in this subclause (iv)
            being the "Receivables");

                  (v) all rights now or hereafter existing in and to all
            security agreements, leases and other contracts securing or
            otherwise relating to any Receivables (the property described in
            this subclause (v) being the "Related Contracts");

                  (vi) all general intangibles, intellectual or other property
            of any kind or nature now owned or hereafter acquired by the
            Grantor, including payment intangibles, software, permits,
            reversionary interests in pension plan assets, inventions, designs,
            Patents, Copyrights, Trademarks, Licenses and associated goodwill,
            trade secrets, confidential or proprietary technical and business
            information, know-how, show-how or other data or information,
            software, customer lists, subscription lists, databases and related
            documentation, registrations, franchises, and all other intellectual
            or other similar property rights not otherwise described above, but
            excluding Receivables (the property described in this subclause (vi)
            being the "General Intangibles");

                  (vii) all generating, electricity, environmental and other
            licenses, permits and approvals of any federal, state, municipal or
            other governmental department, commission, board, bureau, agency,
            court or other instrumentality, domestic or foreign, now or
            hereafter held by the Grantor or in which the Grantor may have an
            interest and relating to the operation, maintenance, or use and
            occupancy of the [Astoria Bundle/Carr Street Generating Station/NiMo
            Assets], except that any such license, permit or approval which as a
            matter of law is not assignable is hereby excluded from such lien
            and security interest to the extent that and for such time as the
            same shall not be so assignable, and all rights


                                       7
<PAGE>
            (whether or not earned by performance) under any franchises,
            documents, licenses, contracts or agreements now owned or hereafter
            acquired with the rights to all renewals thereof assignable by law
            (the property described in this subclause (vii) being the "Pledged
            Permits");

                  (viii) (A) all policies of insurance, now or hereafter held by
            the Grantor (as required under Section 5.06 of the Credit Agreement
            and the other Financing Documents), including casualty and
            liability, business interruption and any title insurance, and
            including all Proceeds therefrom, and (B) all rights, now or
            hereafter held, by the Grantor to any warranties of any manufacturer
            or contractor or any other Person;

                  (ix) all books, correspondence, credit files, records,
            invoices and other Documents, now or hereafter in the possession or
            control of the Grantor or any Person acting for the Grantor and
            relating to the [Astoria Bundle/Carr Street Generating Station/NiMo
            Assets] and all reports of the Independent Engineer or any other
            Person and all other reports relating to the acquisition,
            operations, viability, performance, maintenance and output of the
            [Astoria Bundle/Carr Street Generating Station/NiMo Assets];

                  (x) all balances, credits, deposits, deposit and securities
            accounts, investment property or moneys whether now existing or
            hereafter held in the name or on behalf of the Grantor, whether (A)
            in the possession or control of the Grantor, (B) in the possession
            or control of, or in transit to, the Administrative Agent, or (C)
            held by third parties; all monies, documents, instruments,
            investment property and financial assets required to be deposited
            with or delivered to the Administrative Agent or any securities
            intermediary pursuant to any term of this Agreement or any of the
            other Financing Documents, including all amounts held or deposited
            in or credited to the Accounts and all cash and all monies and
            Permitted Investments and other financial assets and investment
            property and instruments held in or credited to such Accounts;

                  (xi) each Project Contract to which it is a party, and each
            other lease, power, fuel, transportation, management or other
            agreement now existing or hereafter entered into by the Grantor
            relating to the acquisition, operation, maintenance or use and
            occupancy of the [Astoria Bundle/Carr Street Generating Station/NiMo
            Assets], as the same may be amended, supplemented or otherwise
            modified from time to time in accordance with the terms thereof and
            of this Agreement and the Credit Agreement (the agreements described
            in this subclause (xi), as so amended, supplemented or modified,
            being the "Assigned Agreements"), including all rights of the
            Grantor (A) to receive moneys due and to become due under or
            pursuant to the Assigned Agreements, to compel performance and
            otherwise to exercise all remedies thereunder, including all rights
            to make determinations, to exercise any election or option contained
            in such agreements (including termination thereof), to give or
            receive any notice or consent, to demand and receive any property
            which is the subject of any of the


                                       8
<PAGE>
            Assigned Agreements, to file any claims and generally to take any
            action which (in the opinion of the Administrative Agent or any
            Secured Party) may be necessary or advisable in connection with any
            of the foregoing, and (B) to receive the Proceeds of any claim for
            damages arising out of or for breach of any Assigned Agreement and
            Proceeds of any insurance, indemnity, warranty or guaranty with
            respect to the Assigned Agreements;

                  (xii) all commercial tort claims, including those more
            particularly described in Schedule 1 hereto;

                  (xiii) to the extent not included in subclauses (i) through
            (xii) above, or excepted therein, all other personal property of the
            Grantor of any kind or description whatsoever, wherever located,
            whether now owned or hereafter acquired, tangible or intangible
            [(including those certain barges listed on Schedule 4 hereto (the
            "Barges")) Note: Schedule 4 is for the Astoria Generating Security
            Agreement only]; and

                  (xiv) all accessions and additions to, substitutions for, and
            all replacements, products and Proceeds of any and all of the
            Collateral (including any proceeds which constitute property of the
            types described in clauses (i) - (xiii), above) and, to the extent
            not otherwise included, all (A) payments under insurance (whether or
            not the Administrative Agent is the loss payee thereof or an
            additional insured thereunder), and any indemnity, warranty or
            guaranty, payable by reason of loss or damage to or otherwise with
            respect to any of the Collateral, (B) any other amounts from time to
            time paid or payable under or in connection with any of the
            Collateral, (C) cash and (D) all supporting obligations (all of the
            foregoing items in clauses (ii) - (xiii) above and in this clause
            (xiv), collectively, the "Assignment Collateral").

            (b) The sale, assignment, conveyance, setting over, pledge and
transfer to the Administrative Agent under this Agreement extends to all
Assignment Revenues which the Grantor may acquire at any time during the
continuation of this Agreement. The security interest of the Administrative
Agent held under this Agreement extends to all Assignment Collateral which the
Grantor may acquire at any time during the continuation of this Agreement.

            (c) Upon the indefeasible payment in full in cash of the OPNY
Obligations, the Grantor shall take such actions under each Assigned Agreement
as are permitted under the terms and conditions of such Assigned Agreement, and
shall otherwise use commercially reasonable efforts, to grant or to cause to be
granted to the OPMW Administrative Agent the same rights as are granted to, and
benefits provided to, the OPNY Administrative Agent under the Consents (as
defined in the OPNY Credit Agreement) with regard to such Assigned Agreement.

            (d) The Assignment Revenues received pursuant to Section 2.01(a)(i)
above shall be applied in accordance with the provisions of the Holdco Deposit
Account Agreement and the OPMW Deposit Account Agreement.


                                       9
<PAGE>

            (e) Notwithstanding any provision of the Agreement, the Grantor
shall not be in breach or default of any obligation under this Agreement for any
failure by the Grantor to (i) notify any Person of the Lien and security
interest purported to be granted under this Agreement or to cause or direct any
cash, receipts or other monies to be paid to the OPMW Administrative Agent, (ii)
obtain any consent to assignment of any Collateral, or (iii) deliver to the OPMW
Administrative Agent any Collateral the possession or exclusive control of which
is required for the perfection of the Lien and security interest granted by this
Agreement during any period when the First Lien Subsidiary Security Agreement is
in effect.

            2.02 Power of Attorney. The Grantor hereby irrevocably appoints the
OPMW Administrative Agent as its attorney-in-fact with right of substitution, so
that the OPMW Administrative Agent or any other Person empowered by the OPMW
Administrative Agent shall be authorized, without need of further authorization
from the Grantor, upon the occurrence and during the continuance of an Event of
Default and in preservation of the rights of the OPMW Administrative Agent and
the OPMW Lenders hereunder so long as such Event of Default is continuing and
has not been waived by an appropriate vote or other action by the Required
Lenders (any action or exercise of powers, rights or remedies under this Section
2.02 to be subject to, and in accordance with, the terms of the OPMW Credit
Agreement and all applicable Requirements of Law):

            (a) to effect the sale of any of the Assignment Collateral in one or
      more transactions to the extent permitted by applicable Requirements of
      Law and in any commercially reasonable manner as may be determined by the
      attorney-in-fact, which, subject to the foregoing, may include the direct
      sale without public auction of any such Assignment Collateral at such
      price, and upon such terms as may be determined by the attorney-in-fact;

            (b) to enter upon any premises where the Assignment Collateral or
      any part thereof may be located without the need for a court order or
      other form of authority otherwise than upon the authority granted herein;

            (c) to take and retain actual possession and control of any such
      Assignment Collateral as receivers without bond or otherwise, and
      transport any of it to any location as determined by such
      attorney-in-fact;

            (d) to make any repairs, additions and improvements on the
      Assignment Collateral as such attorney-in-fact shall reasonably deem
      proper or necessary;

            (e) to administer, manage and use any of the Assignment Collateral;

            (f) to conclude any agreement and collect any monies thereunder or
      otherwise due to the Grantor in respect of, or generated through the usage
      of, any of the Assignment Collateral;

            (g) to exercise in any commercially reasonable manner any of the
      rights of the Grantor arising under or in connection with the Assigned
      Agreements and to designate or delegate to another Person or entity, in
      substitution of such attorney-in-fact, the exercise

                                       10
<PAGE>
      in any commercially reasonable manner of such rights of the Grantor, under
      such terms as such attorney-in-fact shall deem proper or necessary;

            (h) to collect, claim and receive all monies and avail of all
      benefits that accrue, and that may become due and payable to the Grantor
      under the Assigned Agreements and to hold the same as security for the
      timely payment and discharge by the Grantor of the Secured Obligations,
      and the faithful performance of the covenants and obligations of the
      Grantor as set forth in any of the Financing Documents;

            (i) to send written notice to all the obligors, instructing any or
      all of them to pay all monies due and owing to the Grantor from time to
      time under the Assigned Agreements, to the OPMW Revenue Account or such
      other account as may be required or contemplated by the OPMW Deposit
      Account Agreement;

            (j) to institute and maintain such suits and proceedings as such
      attorney-in-fact shall deem expedient to prevent any impairment of the
      Assignment Collateral or to preserve and protect such attorney-in-fact's
      interest therein;

            (k) to execute and deliver such deeds of conveyance or sale as may
      be necessary or proper for the purpose of conveying full title and
      ownership, free from any claims and rights of the Grantor, to any of the
      Assignment Collateral, after foreclosure thereof; and

            (m) in general, to sign such agreements and documents and perform
      such acts and things required, necessary or, in the opinion of such
      attorney-in-fact, advisable, to fully accomplish the purpose hereof.

            The Grantor hereby confirms and ratifies any and all actions and
things performed or done by the OPMW Administrative Agent as the Grantor's
attorney-in-fact or any of its representatives in each case pursuant to the
powers granted hereunder.

            This special power of attorney shall be deemed coupled with an
interest, and cannot be revoked by the Grantor until no OPMW Lender shall have
any Commitment outstanding and until the Notes, together with interest, and all
other Obligations are indefeasibly paid in full in cash. Upon the occurrence and
during the continuance of any Event of Default, the Grantor shall abstain from
exercising any rights under any of the Assigned Agreements which shall be
inconsistent with the exercise of the rights and functions herein granted to the
OPMW Administrative Agent as the attorney-in-fact, including abstaining from
collecting, claiming and receiving any monies under the Assigned Agreements,
provided, that, nothing herein shall prevent the Grantor from, except during the
exercise by the OPMW Administrative Agent of any such rights and functions,
undertaking the Grantor's operations in the ordinary course of business in
accordance with the Assigned Agreements. To the extent that the Grantor shall
receive any monies in respect thereof, notwithstanding the provisions of this
Section 2.02, the Grantor shall be deemed to have received such funds for the
account of the OPMW Administrative Agent and shall hold the same in trust and
promptly pay the same to the OPMW Administrative Agent for deposit in the OPMW
Revenue Account (or other account as may be required or contemplated by the OPMW
Deposit Account Agreement) and application pursuant

                                       11
<PAGE>
to the OPMW Deposit Account Agreement, including collecting, claiming and
receiving monies under the Assigned Agreements.

            All reasonable costs, expenses, charges and fees paid or incurred by
the OPMW Administrative Agent in the exercise of any of the rights, remedies or
powers granted hereunder shall be for the account of the Grantor, and the
Grantor undertakes promptly on demand to pay the same or, as the case may be, to
reimburse the OPMW Administrative Agent and/or its agents, representatives,
successors and assignees as the case may be, for any monies paid by it with
interest thereon at the Default Rate from the date the same shall have been paid
by the OPMW Administrative Agent and/or its agents, representatives, successors
and assigns until actually paid by the Grantor to the extent that there are then
insufficient funds available in the OPMW Revenue Account for this purpose.

            Section 3. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

            The Grantor represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and delivery
of this Agreement and the satisfaction of the Secured Obligations, as follows:

            3.01 Necessary Filings. (a) As of the Restructuring Effective Date,
all filings, registrations, recordings and control necessary or appropriate to
create, (i) the sale, assignment, conveyance, setting over and transfer of the
Assignment Revenues by the Grantor to the OPMW Administrative Agent and (ii) the
security interest granted by the Grantor to the OPMW Administrative Agent hereby
in respect of the Assignment Collateral have been made or accomplished, and (A)
the sale, assignment, conveyance, setting over and transfer of the Assignment
Revenues to the OPMW Administrative Agent pursuant to this Agreement constitutes
a valid and enforceable sale, assignment, conveyance, setting over and transfer
and (B) the security interest granted to the OPMW Administrative Agent pursuant
to this Agreement in and to the Assignment Collateral constitutes a valid,
enforceable, and upon the filing of (1) all Financing Statements in the filing
offices noted on Schedule 3 and (2) if applicable, fully executed Assignments of
Security Interests, substantially in the forms of Exhibits A and B hereto, as
applicable, by the United States Patent and Trademark Office and the United
States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section
1060 or 17 U.S.C. Sections 205, as applicable, to perfect the security
interests granted to the OPMW Administrative Agent and the Secured Parties in
the federally registered Copyrights, Patents, Trademarks and Licenses, perfected
security interest in the Assignment Revenues and Assignment Collateral (except
in each case, for (x) Assignment Collateral referenced in Section 2.01(e) and
other Assignment Collateral that is not material and (y) vehicles and any
emergency response boat) superior and prior to the rights of all other Persons
therein and, in each case, subject to no other Liens, sales, assignments,
conveyances, settings over or transfers other than Permitted Liens (as defined
in the OPNY Credit Agreement) and the security interests granted to the OPNY
Administrative Agent under the First Lien Subsidiary Security Agreement.

      (b) It is acknowledged and agreed that, unless and until permitted in
accordance with the terms and conditions of Section 9.12 and the Intercreditor
Agreement, any certificates, instruments or other documents or things evidencing
Collateral shall be delivered and endorsed

                                       12
<PAGE>
to, or be registered as a first Lien in favor of, and shall remain in the
possession of, the OPNY Administrative Agent, and that notwithstanding any
provision of any Financing Document, no breach, Default or Event of Default
shall occur or exist as a result thereof.

            3.02 No Liens. The Grantor is, as of the Restructuring Effective
Date, as to the Assignment Revenues and Assignment Collateral, and as to any
Assignment Collateral acquired by it from time to time after the date hereof,
the Grantor will be, the owner of all such Assignment Revenues and Assignment
Collateral free from any Lien or other right, title or interest of any Person
other than Permitted Liens (as defined in the OPNY Credit Agreement) and the
security interests granted to the OPNY Administrative Agent under the First Lien
Borrower Security Agreement) and the Grantor shall defend such Assignment
Revenues and Assignment Collateral against all claims and demands of all Persons
(other than claims and demands of the OPNY Administrative Agent or the
Collateral Agent) at any time claiming the same or any interest therein adverse
to the OPMW Administrative Agent. Without limiting the generality of the
foregoing, the Grantor shall not assign, charge, convey, sell, set over,
transfer, or grant any security interest in the Assigned Agreements, any of the
other Assignment Collateral or any of the Assignment Revenues other than
pursuant to the Security Documents (as defined in the OPNY Credit Agreement), or
the OPMW Second Lien Documents or as expressly permitted by the OPNY Credit
Agreement.

            3.03 Other Financing Statements. There is no financing statement (or
similar statement or instrument of registration under the law of any
jurisdiction) covering or purporting to cover any interest of any kind in the
Assignment Revenues or the Assignment Collateral and so long as any of the
Secured Obligations remain unpaid or any Commitments remain outstanding, the
Grantor will not authorize to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) or statements relating to the Assignment Revenues or the
Assignment Collateral, in each case, except financing statements filed or to be
filed in respect of and covering the security interests granted hereby, or by
the other Security Documents (as defined in the OPNY Credit Agreement), or the
OPMW Second Lien Documents, by the Grantor or Permitted Liens (as defined in the
OPNY Credit Agreement).

            3.04 Jurisdiction of Organization; Chief Executive Office, Records.
(a) The jurisdiction of organization of the Grantor, the exact legal name of the
Grantor, any other names the Grantor has used in the last five years and the
addresses of the Grantor's chief executive office currently and for the last
five years are set forth on Schedule 2 hereto. The Grantor will not change its
name or its jurisdiction of organization or move its chief executive office
except to such new name, jurisdiction or location as may be permitted in
accordance with Section 3.04(b). The originals of all documents evidencing all
Receivables, General Intangibles and Contract Rights of the Grantor and the only
original books of account and records of the Grantor relating thereto are, and
will continue to be, kept at the locations disclosed in Schedule 2, or at such
new locations as the Grantor may establish in accordance with Section 3.04(b).
All Receivables, General Intangibles and Contract Rights of the Grantor are, and
will continue to be, maintained at, and controlled and directed (including for
general accounting purposes) from, such office locations shown above, or such
new locations as the Grantor may establish in accordance with Section 3.04(b).

                                       13
<PAGE>
      (b) The Grantor shall not change its name or its jurisdiction of
organization or establish a new location for its offices until (i) it shall have
given to the OPMW Administrative Agent not less than thirty (30) days' prior
written notice of its intention so to do, clearly describing such new name,
jurisdiction or location and providing such other information in connection
therewith as the OPMW Administrative Agent may reasonably request and (ii) with
respect to such new name, jurisdiction or location, it shall have taken all
action, reasonably satisfactory to the OPMW Administrative Agent, to maintain
the sale, assignment, conveyance, setting over and transfer of the Assignment
Revenues to the Administrative Agent and the security interest of the OPMW
Administrative Agent in the Assignment Collateral intended to be granted hereby
at all times fully perfected, of second priority and in full force and effect.

            3.05 Recourse. Without limitation of Section 9.11, this Agreement is
made with full recourse to the Grantor and pursuant to and in reliance upon all
the warranties, representations, covenants and agreements on the part of the
Grantor contained herein, in the OPNY Credit Agreement, in any of the other
Financing Documents (as defined in the OPNY Credit Agreement) and otherwise in
writing in connection herewith or therewith.

            3.06 Consents. (a) Except as provided in Section 2.01(e) or in the
Intercreditor Agreement, no other consent of any other Person and no
authorization, approval or other action by, and no notice to or filing with, any
Governmental Authority (as defined in the OPNY Credit Agreement) is required as
of the date of the execution and delivery of this Agreement (i) for the sale,
assignment, conveyance, setting over and transfer of the Assignment Revenues to
the OPMW Administrative Agent, (ii) for the grant by the Grantor of the pledge,
assignment and security interest granted hereby with respect to the Assignment
Collateral (other than contracts that are not material or are not Project
Contracts (as defined in the OPNY Credit Agreement)) or for the execution,
delivery or performance of this Agreement by the Grantor, (iii) for the
perfection or maintenance of the sale, assignment, conveyance, setting over and
transfer effected hereby with respect to the Assignment Revenues and the pledge,
assignment and security interest created hereby with respect to the Assignment
Collateral (including the second priority nature of such sale, assignment,
conveyance, setting over and transfer by way of security with respect to the
Assignment Revenues and such pledge, assignment and security interest with
respect to the Assignment Collateral) other than the filing of appropriate
financing statements or similar filings in respect of the Assignment Revenues
and Assignment Collateral, in each case, or (iv) for the exercise by the
Administrative Agent of the rights provided for in this Agreement or the
remedies in respect of the Assignment Revenues and the Assignment Collateral
pursuant to this Agreement.

            (b) Except as otherwise expressly provided in the OPNY Credit
Agreement or the OPNY Deposit Account Agreement, the Grantor shall use
commercially reasonable efforts to obtain, after the date of the execution and
delivery of this Agreement, such other consents, authorizations, and approvals
and obtain such other actions, and provide such notices to or make such filings
with, any Governmental Authority (as defined in the OPMW Credit Agreement) as
may be necessary or reasonably requested by the OPMW Administrative Agent or any
Secured Party, after the date of this Agreement (i) for the sale, assignment
conveyance, setting over and transfer of the Assignment Revenues to the OPMW
Administrative Agent, (ii) for the grant by

                                       14
<PAGE>
the Grantor of the pledge, assignment and security interest granted hereby or
for the execution, delivery or performance of this Agreement by the Grantor,
(iii) for the perfection or maintenance of the sale, assignment, conveyance,
setting over and transfer effected hereby with respect to the Assignment
Revenues and the pledge, assignment and security interest created hereby with
respect to the Assignment Collateral (including the second priority nature of
such sale, assignment, conveyance, setting over and transfer by way of security
with respect to the Assignment Revenues and such pledge, assignment and security
interest with respect to the Assignment Collateral) or (iv) for the exercise by
the OPMW Administrative Agent of the rights, remedies and powers provided for in
this Agreement or the remedies in respect of the Assignment Revenues and the
Assignment Collateral pursuant to this Agreement.

            3.07 Pledged Permits. Upon the occurrence and during the continuance
of an Event of Default and after notice to the Grantor that the OPMW
Administrative Agent intends to exercise remedies pursuant to the Financing
Documents, the Grantor shall, at the request of the OPMW Administrative Agent,
take such steps requested by the OPMW Administrative Agent that are necessary to
assist and cooperate, to the extent within the Grantor's control using
commercially reasonable efforts, in the transfer of the Pledged Permits to the
OPMW Administrative Agent or any other party or parties designated by the OPMW
Administrative Agent effective upon transfer of title to the applicable [Astoria
Bundle/Carr Street Generating Station/NiMo Assets] (as defined in the OPNY
Credit Agreement) to which such Pledged Permits relate, including the filing of
a joint application by the Grantor with the OPMW Administrative Agent or the
OPMW Administrative Agent's designees, for the transfer of the Pledged Permits
pursuant to 18 C.F.R. Part 9 or any successor or replacement regulations
thereto, all pursuant to and to the extent permitted by applicable Requirements
of Law.

            3.08 Barges. The Grantor will not do, or suffer or permit to be
done, anything that will impair the lien of the Secured Parties against the
Barges. Grantor will not document any collateral as a vessel under the flag of
the United States of America without the written consent of the OPMW Required
Lenders, which consent shall not be unreasonably withheld, conditioned or
delayed. Grantor will not operate any Barge outside the navigational limits of
the insurance policy or outside the State of New York without receiving the
written consent of the OPMW Administrative Agent, which consent shall not be
unreasonably withheld, conditioned or delayed. [Astoria Agreement only.]

            3.09 Fixture Locations. Schedule 3 hereto sets forth a true and
complete list of all street addresses where fixtures exist for [the Astoria
Bundle/the Carr Street Generating Station/each of the NiMo Assets] (as defined
in the OPNY Credit Agreement).

            3.10 Farm Products; Timber; As-Extracted Collateral. As of the
Restructuring Effective Date, none of the Assignment Revenues or the Assignment
Collateral constitutes, or is Proceeds of, farm products, timber to be cut or
as-extracted collateral. If at any time after the Restructuring Effective Date
any of the Assignment Revenues or the Assignment Collateral is farm products,
timber to be cut or as-extracted collateral, in each case with a value in excess
of $500,000 (as reasonably determined by the Grantor), the Grantor shall take
all actions required in accordance with Section 6.02.

                                       15
<PAGE>
            3.11 Commercial Tort Claims. As to any judgment in respect of any
commercial tort claim of the Grantor having a value in excess of $500,000 which
may arise, the Grantor will notify the OPMW Administrative Agent within 45 days
of any such commercial tort claim judgment being entered in favor of the
Grantor, and the Grantor will execute and deliver to the OPNY Administrative
Agent such additional security agreements or amendments to this Agreement in
form and substance reasonably satisfactory to the OPMW Administrative Agent
which identify and assign, pledge and create a valid, perfected security
interest in such judgments in respect of commercial tort claims of the Grantor
as they arise.

            3.12 Letters of Credit. The Grantor will deliver to the OPNY
Administrative Agent each letter of credit having a stated amount in excess of
$500,000 in which it is the beneficiary thereof, duly endorsed and accompanied
by duly executed instruments of transfer or assignment, all in accordance with
the terms of the Intercreditor Agreement and otherwise in form and substance
reasonably satisfactory to the OPMW Administrative Agent. The Grantor will take
any and all actions necessary (or reasonably requested by the OPMW
Administrative Agent), from time to time, to cause the OPNY Administrative Agent
to obtain exclusive control of any letter-of-credit rights which have a value in
excess of $500,000 owned by the Grantor in a manner reasonably acceptable to the
OPMW Administrative Agent.

            3.13 Chattel Paper. The Grantor will deliver to the OPNY
Administrative Agent all tangible chattel paper having a value in excess of
$500,000 duly endorsed and accompanied by duly executed instruments of transfer
or assignment, all in all in accordance with the terms of the Intercreditor
Agreement and otherwise in form and substance reasonably satisfactory to the
OPMW Administrative Agent. The Grantor will also deliver to the OPNY
Administrative Agent all security agreements securing any such chattel paper and
execute UCC financing statement amendments assigning to the OPNY Administrative
Agent any UCC financing statements filed by the Grantor in connection with such
security agreements. The Grantor will mark conspicuously all such chattel paper
with a legend, in form and substance reasonably satisfactory to the OPMW
Administrative Agent, indicating that such chattel paper is subject to the
security interests created hereunder.

            3.14 Bank Accounts. The Grantor shall not maintain any deposit
accounts or securities accounts other than the Accounts.

            Section 4. SPECIAL PROVISIONS CONCERNING RECEIVABLES; CONTRACT
RIGHTS; INSTRUMENTS.

            4.01 Additional Representations and Warranties: As of the time when
each Receivable and General Intangible arises, the Grantor shall be deemed to
have represented and warranted, to the knowledge of the Grantor and unless
otherwise promptly disclosed by the Grantor in writing to the OPMW
Administrative Agent upon the Grantor obtaining actual knowledge thereof, that
such Receivable or General Intangible, as the case may be, and all records,
papers and documents relating thereto (if any) are genuine and in all respects
what they purport to be, and that all records, papers and documents (if any)
relating thereto (i) will represent the genuine, legal, valid and binding
obligation of the account debtor evidencing indebtedness unpaid and owed by the
respective account debtor arising out of the performance of labor or services or
the sale or lease and delivery of electricity or capacity, or any other

                                       16
<PAGE>
merchandise listed therein, or both, and (ii) are in compliance and will conform
with all Requirements of Law, except to the extent that the failure to comply or
conform therewith could not reasonably be expected to have a Material Adverse
Effect.

            4.02 Maintenance of Records. The Grantor will keep and maintain at
its own cost and expense records consistent with GAAP of the Assigned Agreements
and the Receivables, including the originals of all documentation (including
each Assigned Agreement) with respect thereto, records of all payments received,
all credits granted thereon, but subject in each case to customary record
retention policies, and all other dealings therewith. The Grantor will make the
same available to the OPMW Administrative Agent for inspection pursuant to
Section 5.08 of the OPNY Credit Agreement.

            4.03 Payments Under Assigned Agreements, Receivables and General
Intangibles. (a) Non-Payment to the OPMW Administrative Agent. Subject to the
OPNY Deposit Account Agreement, if the Grantor shall receive payment directly
from any party to an Assigned Agreement (including any letter of credit issued
for the benefit of the Grantor in accordance with the terms thereof) or from any
account debtor or other obligor under any Receivable, General Intangible or any
other payments under such Assigned Agreements, Receivables and General
Intangibles, the Grantor shall receive such payments in a constructive trust for
the benefit of the OPMW Lenders, shall segregate such payments from such party's
other funds, and shall promptly transmit and deliver such payments to the OPMW
Administrative Agent in the same form as so received (with any necessary
endorsement).

            (b) Application of Funds. All amounts received by the OPMW
Administrative Agent pursuant to this Section 4.03 or Section 4.04 shall be
deposited into the Revenue Account and applied as set forth in the Deposit
Account Agreement.

            4.04 Direction to Account Debtors; Contracting Parties; etc. The
Grantor agrees that the OPMW Administrative Agent may, upon reasonable notice to
the Grantor of its failure to do so, directly notify the obligors with respect
to any Receivables, General Intangibles and/or under any Assigned Agreements to
make payments with respect thereto as provided in Sections 2.01(c) and 4.03. The
reasonable costs and expenses (including reasonable attorneys' fees) of
collection, whether incurred by the Grantor or the OPMW Administrative Agent,
shall be borne by the Grantor.

            4.05 Modification of Terms, etc. Except as otherwise provided in the
OPNY Credit Agreement or as permitted in Section 4.06 hereof, (a) the Grantor
shall not rescind or cancel any Indebtedness (as defined in the OPNY Credit
Agreement) in any fiscal year in an amount, in the aggregate, in excess of
$500,000 for borrowed money, or modify in any manner adverse to the Grantor or
the Secured Parties any material term thereof, or make any adjustment materially
adverse to the Grantor or the Secured Parties with respect thereto, or grant any
extension for performance of the same, or compromise or settle any dispute,
claim, suit or legal proceeding relating thereto, or sell any Receivable,
General Intangible or Assigned Agreements, or interest therein, without the
prior written consent of the OPMW Administrative Agent, which consent the OPMW
Administrative Agent will not unreasonably withhold, delay or condition, and (b)
the Grantor will duly fulfill all material obligations on its part to be
fulfilled under or in

                                       17
<PAGE>
connection with the Receivables, the General Intangibles and the Assigned
Agreements and will do nothing to impair the security interests of the OPMW
Administrative Agent (including the creation, attachment and priority thereof)
in the Receivables, the General Intangibles or the Assigned Agreements.

            4.06 Collection. The Grantor shall endeavor to cause to be collected
from the account debtor named in the Grantor's Receivables and General
Intangibles or obligor under any Assigned Agreements, and paid by such account
debtor directly to the Revenue Account, as and when due (including amounts which
are delinquent, such amounts to be collected in accordance with generally
accepted lawful collection procedures) any and all amounts owing under or on
account of such Receivable, General Intangible or Assigned Agreements, and apply
promptly upon receipt thereof all such amounts as are so collected to the
outstanding balance of such Receivable, General Intangible or under such
Assigned Agreements, except that, unless an Event of Default shall have occurred
and be continuing (and shall not have been waived by an appropriate vote or
other action by the Required Lenders in accordance with Section 9.02 of the OPMW
Credit Agreement), the Grantor may allow in the ordinary course of business as
adjustments to amounts owing under the Grantor's Receivables, General
Intangibles and Assigned Agreements an extension or renewal of the time or times
of payment, or settlement adjustment, release, compromise, settlement or other
similar action for less than the total unpaid balance, which the Grantor finds
appropriate to enhance collectibility in accordance with sound business
judgment. The reasonable costs and expenses (including reasonable attorneys
fees) of collection, whether incurred by the Grantor or the OPMW Administrative
Agent, shall be borne by the Grantor.

            Section 5. SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND
TRADEMARKS.

            5.01 Infringements. Within ten (10) Business Days after a
Responsible Officer of the Borrower obtains actual knowledge thereof, the
Grantor shall notify the OPMW Administrative Agent and the OPMW Lenders in
writing of all pertinent details available to it, with respect to any
infringement or other violation of the Grantor's rights in, or any claim of any
such infringement of, any, Patent, Copyright or Trademark, whether or not such
right is presently held by the Grantor or third party. As to each such instance,
absent the Required Lenders' authorization to proceed otherwise (as required
pursuant to Section 9.02 of the OPMW Credit Agreement), which authorization
shall not be unreasonably withheld, delayed or conditioned, and to the extent
permitted by applicable Requirements of Law, the Grantor shall use commercially
reasonable efforts to pursue a remedy.

            5.02 Other Patents, Copyrights and Trademarks. If the Grantor
hereafter acquires rights in any Patent, Copyright or Trademark, the Grantor
shall deliver to the OPMW Administrative Agent and the OPMW Lenders within 60
days, a copy of such Patent, Copyright or Trademark and a second priority
perfected security interest therein or a collateral assignment thereof, as
appropriate.

            5.03 Remedies. If an Event of Default shall occur and be continuing
(and shall not have been waived by an appropriate vote or other action as
required pursuant to Section 9.02

                                       18
<PAGE>
of the OPMW Credit Agreement), the OPMW Administrative Agent, acting pursuant to
and in accordance with the terms of the Financing Documents and applicable
Requirements of Law may (a) declare the entire right, title, and interest of the
Grantor in any Patents, Copyrights and Trademarks vested in the OPMW
Administrative Agent, in which event such right, title, and interest immediately
shall vest in the OPMW Administrative Agent; and (b) take and practice or use or
sell any or all of such Patents, Copyrights or Trademarks, or take and use or
sell the Grantor's rights in such Patents, Copyrights or Trademarks, along with
the goodwill and all other elements of the Grantor's ongoing business symbolized
by such assets and secured under this Agreement, and the right to carry on the
business of the Grantor in connection with which such assets have been used. The
Grantor shall execute any other and further documents which the OPMW
Administrative Agent may request further to confirm the foregoing and to
transfer to the OPMW Administrative Agent ownership of the Grantor's rights to
such Trademarks, Patents and/or Copyrights.

            Section 6. PROVISIONS CONCERNING ALL ASSIGNMENT REVENUES AND
ASSIGNMENT COLLATERAL; INSURANCE.

            6.01 Protection of the OPMW Administrative Agent's Interests. The
Grantor will do nothing to impair the rights of the OPMW Administrative Agent or
the OPMW Lenders in the Assignment Revenues and the Assignment Collateral,
provided, however, that nothing herein shall prevent the Grantor, prior to the
exercise by the OPMW Administrative Agent of any such rights, from undertaking
the Grantor's operations in the ordinary course of business in accordance with
the Assigned Agreements and the OPNY Credit Agreement. The Grantor assumes all
liability and responsibility in connection with the Assignment Revenues and the
Assignment Collateral and the liability of the Grantor with respect to the
Secured Obligations shall in no way be affected or diminished by reason of the
fact that such Assignment Revenues and Assignment Collateral may be lost,
destroyed, stolen, damaged or for any reason whatsoever unavailable to the
Grantor.

            6.02 Further Actions. Except as provided for in the Intercreditor
Agreement, the Grantor will, at its own expense, make, execute, endorse,
acknowledge, file and/or deliver to the OPMW Administrative Agent and the OPMW
Lenders from time to time such lists, descriptions and designations of the
Assignment Revenues and the Assignment Collateral, warehouse receipts, receipts
in the nature of warehouse receipts, bills of lading, documents of title, bailee
and warehousemen acknowledgements, vouchers, invoices, schedules, confirmatory
assignments, conveyances, financing statements, transfer endorsements, powers of
attorney, certificates, reports and other assurances or instruments and take
such further steps, relating to the Assignment Revenues and the Assignment
Collateral and other property or rights covered by the interests hereby granted,
which is necessary to perfect, preserve or protect its ownership and security
interests in the Assignment Revenues and the Assignment Collateral, or
as-extracted collateral, through filing, possession, control or otherwise or is
otherwise reasonably requested by the OPMW Administrative Agent; provided, that
the foregoing shall not require the Grantor to obtain any Additional Contract
Consent except to the extent reasonably requested by the OPMW Administrative
Agent, and, to the extent so requested, the Grantor shall use commercially
reasonable efforts to obtain such Additional Contract Consent.

                                       19
<PAGE>
            6.03 Financing Statements. The Grantor agrees to execute and deliver
to the OPMW Administrative Agent, on behalf of the OPMW Lenders, financing
statements, continuation statements, amendments thereto, filings with the United
States Patent and Trademark Office or United States Copyright Office (or any
successor office or any similar office in any other country) or similar
statements or instruments of registration under the law of any jurisdiction, in
form reasonably acceptable to the OPMW Administrative Agent, as it may from time
to time reasonably request or as are necessary or desirable in its reasonable
opinion to establish, maintain, perfect, continue, enforce or protect the
security interests contemplated hereunder as valid, enforceable, second priority
security interests as provided herein and the other rights and security
contemplated herein, all in accordance with the UCC as enacted in any and all
relevant jurisdictions or any other applicable Requirement of Law. The Grantor
authorizes OPMW Administrative Agent to authenticate and file any such financing
statements without the signature of the Grantor and naming the Grantor as debtor
and the OPMW Administrative Agent as secured party. The Grantor will pay any
applicable filing fees and related expenses under this Section 6.03. Unless
specifically permitted under applicable Requirements of Law, the Grantor shall
not file any amendments or terminations of financing statements filed to
establish and maintain the security interests contemplated hereunder without the
OPMW Administrative Agent's authorization, and any such filing made without the
OPMW Administrative Agent's authorization, is ineffective.

            Section 7. REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT.

            7.01 Remedies; Obtaining the Assignment Collateral Upon Default. The
Grantor agrees that, if any Event of Default shall have occurred and be
continuing (and shall not have been waived by an appropriate vote or other
action by the Required Lenders), then and in every such case, subject to the
terms and provisions of the OPMW Credit Agreement and any applicable Requirement
of Law then in effect, the OPMW Administrative Agent, in addition to any rights
now or hereafter existing under any applicable Requirement of Law, shall have
all rights as a secured creditor under the UCC or any other applicable
Requirement of Law in all relevant jurisdictions and may, acting pursuant to and
in accordance with the terms of the OPMW Credit Agreement:

            (a) personally, or by agents or attorneys, immediately retake
      possession of the Assignment Collateral or any part thereof, from the
      Grantor or any other Person who then has possession of any part thereof
      with or without notice or process of law, and for that purpose may enter
      upon the Grantor's premises where any of the Assignment Collateral is
      located and remove the same and use in connection with such removal any
      and all services, supplies, aids and other facilities of the Grantor; and

            (b) instruct the obligor or obligors on any agreement, instrument or
      other obligation (including any other Assigned Agreement, the General
      Intangibles and the Receivables) constituting the Assignment Revenues and
      Assignment Collateral to make any payment required by the terms of such
      instrument or agreement directly to the OPMW Administrative Agent for
      deposit in the OPMW Revenue Account (or any other account required or
      contemplated by the OPMW Deposit Account Agreement) and application
      pursuant to the OPMW Deposit Account Agreement; and

                                       20
<PAGE>
            (c) apply all monies, securities and instruments in the OPMW Revenue
      Account, and each other Account, in accordance with the OPMW Deposit
      Account Agreement; and

            (d) sell, assign or otherwise liquidate, or direct the Grantor to
      sell, assign or otherwise liquidate, any or all of the Assignment
      Collateral or any part thereof, and take possession of the proceeds of any
      such sale or liquidation for deposit in the OPMW Revenue Account (or any
      other account required or contemplated by the OPMW Deposit Account
      Agreement) and application pursuant to the OPMW Deposit Account Agreement;
      and

            (e) take possession of the Assignment Collateral or any part
      thereof, by directing the Grantor in writing to deliver the same to the
      Administrative Agent at any place or places designated by the OPMW
      Administrative Agent, in which event the Grantor shall at its own expense:

                  (i) forthwith cause the same to be moved to the place or
            places so designated by the OPMW Administrative Agent and there
            delivered to the OPMW Administrative Agent,

                  (ii) store and keep any Assignment Collateral so delivered to
            the OPMW Administrative Agent (to the extent not physically
            delivered to the OPMW Administrative Agent) at such place or places
            pending further action by the OPMW Administrative Agent as provided
            in Section 7.02, and

                  (iii) while such Assignment Collateral shall be so stored and
            kept, provide such guards and maintenance services as shall be
            necessary to protect the same and to preserve and maintain them in
            good condition;

      it being understood that the Grantor's obligation to so deliver the
      Assignment Collateral is of the essence of this Agreement and that,
      accordingly, upon application to a court of equity having jurisdiction,
      the OPMW Administrative Agent shall be entitled to a decree requiring
      specific performance by the Grantor of such obligation.

            7.02 Remedies, Disposition of the Assignment Collateral. Any
Assignment Collateral repossessed by the OPMW Administrative Agent under or
pursuant to Section 7.01, and any other Assignment Collateral whether or not so
repossessed by the OPMW Administrative Agent, may be sold, assigned, leased or
otherwise disposed of under one or more contracts or as an entirety, and without
the necessity of gathering at the place of sale the property to be sold, and in
general in such manner, at such time or times, at such place or places and on
such terms as the OPMW Administrative Agent, acting in good faith, may, upon
written direction in compliance with any applicable Requirement of Law,
determine to be commercially reasonable. Subject to the foregoing, any of the
Assignment Collateral may be sold, leased or otherwise disposed of, in the
condition in which the same existed when taken by the OPMW Administrative Agent
or after any overhaul or repair which the OPMW Administrative Agent, acting in
good faith, shall determine to be commercially reasonable. Any such disposition
which shall be a private sale or other private proceeding permitted by such
requirements shall be made

                                       21
<PAGE>
upon not less than 10 days' written notice to the Grantor (except that, if the
OPMW Administrative Agent shall determine, in its sole discretion, that any of
the Collateral threatens to decline quickly in value or to become worthless, any
such sale may be made upon three days' notice to the Grantor) specifying the
time at which such disposition is to be made and the intended sale price or
other consideration therefor, and shall be subject, for the 10 days after the
giving of such notice, to the right of the Grantor or any nominee of the Grantor
to acquire the Assignment Collateral involved at a price or for such other
consideration at least equal to the intended sale price or other consideration
so specified. To the extent permitted by applicable Requirements of Law, the
OPMW Administrative Agent on behalf of the OPMW Lenders may bid for and become
the purchaser of the Assignment Collateral or any item thereof, offered for sale
in accordance with this Section 7.02. If, under mandatory requirements of any
applicable Requirement of Law, the OPMW Administrative Agent shall be required
to make disposition of the Assignment Collateral within a period of time which
does not permit the giving of notice to the Grantor as hereinabove specified,
the OPMW Administrative Agent need give the Grantor only such notice of
disposition as shall be reasonably practicable in view of such mandatory
requirements of any applicable Requirement of Law.

            The Grantor hereby irrevocably appoints the OPMW Administrative
Agent as its attorney-in-fact, so that the OPMW Administrative Agent, or any
Person empowered by the OPMW Administrative Agent, shall, during the continuance
of an Event of Default, be authorized to sell, assign, lease or otherwise
dispose of the Assignment Collateral or any part thereof pursuant to the
provisions of the preceding paragraph, and, in general, to do or cause to be
done all such acts and things which are otherwise required to be done by the
Grantor under this Agreement.

            7.03 Waiver of Claims. Except as otherwise provided in this
Agreement or in any other Financing Document, THE GRANTOR HEREBY WAIVES, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING
IN CONNECTION WITH THE OPMW ADMINISTRATIVE AGENT TAKING POSSESSION OR THE OPMW
ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL, IN EACH
CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR
NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT
WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF
THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and the
Grantor hereby further waives, to the extent permitted by applicable
Requirements of Law:

            (i) all damages occasioned by such taking of possession except any
      damages which are the direct result of the gross negligence or willful
      misconduct of the OPMW Administrative Agent, any OPMW Lender, or any
      Person acting on its behalf or instruction;

            (ii) all other requirements as to the time, place and terms of sale
      or other requirements with respect to the enforcement of the OPMW
      Administrative Agent's rights hereunder; and

                                       22
<PAGE>
            (iii) all rights of redemption, appraisement, valuation, stay,
      extension or moratorium now or hereafter in force under any applicable
      Requirement of Law in order to prevent or delay the enforcement of this
      Agreement (including any right to claim that such enforcement should be
      stayed pending the outcome of any other action or proceeding (including
      any arbitration proceeding)) or the absolute sale of the Assignment
      Collateral or any portion thereof, and the Grantor, for itself and all who
      may claim under it, insofar as it or they now or hereafter lawfully may,
      hereby waives the benefit of all such applicable Requirements of Law.

To the extent permitted under applicable Requirements of Law, any sale of, or
the grant of options to purchase, or any other realization upon, any Assignment
Collateral shall operate to divest all right, title, interest, claim and demand,
either at law or in equity, of the Grantor therein and thereto, and shall be a
perpetual bar both at law and in equity against the Grantor and against any and
all Persons claiming or attempting to claim the Assignment Collateral so sold,
optioned or realized upon, or any part thereof, from, through and under the
Grantor.

            7.04 Application of Proceeds. Notwithstanding any other provision of
this Agreement, all payments made under or in connection with this Agreement,
and all moneys collected by the OPMW Administrative Agent upon any sale or other
disposition of the Collateral pursuant to this Agreement, including Sections
7.01 and 7.02 shall be applied in accordance with the Financing Documents. For
the avoidance of doubt, it is understood that the Grantor shall remain liable to
the extent of any deficiency between the amount of the Proceeds of the
Assignment Collateral and the aggregate amount of the Secured Obligations.

            7.05 Remedies Cumulative. No failure or delay on the part of the
OPMW Administrative Agent or any OPMW Lender in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between the Grantor and the OPMW Administrative Agent or any OPMW Lender
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Financing Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Financing Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the OPMW
Administrative Agent or any OPMW Lender would otherwise have. No notice to or
demand on the Grantor in any case shall entitle the Grantor to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the OPMW Administrative Agent or any OPMW Lender to any
other or further action in any circumstances without notice or demand.

            7.06 Discontinuance of Proceedings. In case the OPMW Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale, entry or otherwise, and such
proceeding shall have been discontinued or abandoned for any reason or shall
have been determined adversely to the OPMW Administrative Agent, then and in
every such case the Grantor, the OPMW Administrative Agent and each holder of
any of the Obligations shall be restored to their former positions and rights
hereunder with respect to the Assignment Collateral subject to the security
interest created under this Agreement, and all rights, remedies and powers of
the OPMW Administrative Agent shall continue as if no such proceeding had been
instituted.

                                       23
<PAGE>
            7.07 Grant of License or Sub-License to Use Patent, Trademark,
Copyright and License Collateral. For the purpose of enabling the OPMW
Administrative Agent to exercise rights and remedies under this Article VII at
such time as the OPMW Administrative Agent shall be lawfully entitled to
exercise such rights and remedies, the Grantor hereby grants to the OPMW
Administrative Agent an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to the Grantor) to use, license or
sub-license any Patent, Trademark, Copyright or License (to the extent the
Grantor has authority to sub-license any such License) now owned or licensed or
hereafter acquired or licensed by the Grantor, and wherever the same may be
located, and including in such license reasonable access to all media in which
any of the licensed items may be recorded or stored and to all computer software
and programs used for the compilation or printout thereof. The use of such
license or sub-license by the OPMW Administrative Agent shall be exercised, at
the option of the OPMW Administrative Agent, only upon the occurrence and during
the continuation of an Event of Default; provided that any license, sub-license
or other transaction entered into by the OPMW Administrative Agent while such
Event of Default was continuing in accordance herewith shall be binding upon the
Grantor notwithstanding any subsequent cure of an Event of Default. The OPMW
Administrative Agent agrees to apply the net Proceeds received from any such
license as provided in Section 7.04 hereof.

            Section 8. INDEMNITY; EXPENSES.

      (a) The Grantor agrees to indemnify and hold harmless the OPMW
Administrative Agent and each Secured Party from and against any and all claims,
losses and liabilities arising out of or resulting from the Collateral or the
Grantor's pledge and assignment under this Agreement (including enforcement
against the Grantor of this Agreement), except claims, losses or liabilities
resulting from the gross negligence or willful misconduct of any Secured Party
or any other Person designated by any Secured Party to act on its behalf
pursuant to this Agreement.

      (b) The Grantor will upon demand pay to the OPMW Administrative Agent or
any Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the OPMW Administrative Agent or any Secured Party may incur in connection with
(i) the administration of this Agreement, (ii) the sale of, collection from, or
other realization upon, any of the Collateral of the Grantor, (iii) the exercise
or enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the OPMW Administrative Agent or any Secured Party
hereunder against the Grantor or (iv) the failure by the Grantor to perform or
observe any of the provisions hereof.

            Section 9. MISCELLANEOUS.

            9.01 Notices. All notices hereunder, unless otherwise specified,
shall be given in the manner provided for in Section 9.01 of the OPMW Credit
Agreement; provided, that notices to the Grantor shall be at the address
specified in the Subsidiary Guarantee. Promptly after the execution of any and
all material amendments, supplements and waivers, of and to the Assignment
Revenues or Assignment Collateral, originals, if reasonably available and, if
not, copies of such amendments, supplements and waivers shall be delivered to
the OPMW Administrative Agent.

                                       24
<PAGE>
            9.02 Waiver, Amendment; Severability. No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations of such provision in any other
jurisdiction shall not in any way be affected or impaired thereby.

            9.03 Obligations Absolute. To the extent permitted by applicable
Requirements of Law, the obligations of the Grantor under this Agreement are
independent of the Secured Obligations, and a separate action or actions may be
brought and prosecuted against the Grantor to enforce this Agreement,
irrespective of whether any action is brought against the Borrower, any other
pledgor or any guarantor of the Secured Obligations or whether the Borrower, any
other pledgor or any guarantor of the Secured Obligations is joined in any such
action or actions. All rights of the OPMW Administrative Agent and the
assignment, hypothecation and security interest hereunder, and all obligations
of the Grantor hereunder, shall be absolute and unconditional, irrespective of:

      (a) any lack of validity or enforceability of this Agreement, the OPNY
Credit Agreement, any other Financing Document or any other agreement or
instrument relating to any thereof, the absence of any action to enforce the
same, any release of the Grantor, any Credit Party or any other OPNY Credit
Party, the recovery of any judgment against the Grantor, any Credit Party or any
other OPNY Credit Party, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of the Grantor;

      (b) any occurrence or condition whatsoever, including (i) any compromise,
settlement, release, waiver, renewal, extension, indulgence or modification of,
or any change in, any of the obligations of the Grantor, any Credit Party or any
other OPNY Credit Party contained in this Agreement, the OPNY Credit Agreement
or any other Financing Document, (ii) any impairment, modification, release or
limitation of the liability of the Grantor, any Credit Party or any other OPNY
Credit Party or any of their estates in bankruptcy, or any remedy for the
enforcement thereof, resulting from the operation of any present or future
provision of any applicable bankruptcy law, as amended, or other statute or from
the decision of any court, (iii) the assertion or exercise by the Grantor, the
OPMW Administrative Agent or any other Secured Party of any rights or remedies,
(iv) the assignment or the purported assignment of any property as security for
the Secured Obligations, including all or any part of the rights of the Grantor
under this Agreement, (v) the extension of the time for payment by the Grantor,
any Credit Party or any other OPNY Credit Party or any other guarantor of any
payments or other sums or any part thereof owing or payable under any of the
terms and provisions of any Financing Document or of the time for performance by
the Grantor, any Credit Party or any other OPNY Credit Party of any other
obligations under or arising out of any terms or provisions or the extension of
the renewal of any thereof, (vi) the modification or amendment (whether material
or otherwise) of

                                       25
<PAGE>
any duty, agreement or obligation of the Grantor, any Credit Party or any other
OPNY Credit Party set forth in any Financing Document, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshalling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting the Grantor, any Credit Party or any other OPNY Credit
Party or any of their respective assets, or the disaffirmancy of this Agreement
or any Financing Document in any such proceeding, (viii) the release or
discharge of the Grantor, any Credit Party or any other OPNY Credit Party from
the performance or observance of any agreement, covenant, term or condition
contained in any of such instruments by operation of law, (ix) the
unenforceability of this Agreement or any Financing Document or (x) any other
circumstance which might otherwise constitute a legal or equitable discharge of
a surety or guarantor; or

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

            9.04 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto and shall inure to the benefit of the OPMW
Lenders; provided, however, that the Grantor may not assign or transfer any of
its rights or obligations hereunder without the prior written consent of the
OPMW Administrative Agent and each of the OPMW Lenders. Any OPMW Lender may
transfer, assign or grant all or such relevant part of its rights hereunder in
connection with an assignment or transfer of all or any part of its interest in
its Loans in accordance with the provisions of the OPMW Credit Agreement, and
such assignee shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise. All agreements, statements,
representations and warranties made by the Grantor herein or in any certificate
or other instrument delivered by the Grantor or on its behalf under this
Agreement shall be considered to have been relied upon by the OPMW Lenders and
shall survive the execution and delivery of this Agreement, the OPMW Credit
Agreement and the other Financing Documents regardless of any investigation made
by the OPMW Lenders or on their behalf.

            9.05 Headings Descriptive, etc. The headings of the several sections
and subsections of this Agreement, and the Table of Contents, are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.

            9.06 Governing Law; Submission to Jurisdiction and Venue. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR

                                       26
<PAGE>
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE GRANTOR AND EACH SECURED
PARTY IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND
WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

            (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, THE GRANTOR AND EACH
SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE GRANTOR AND EACH
SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. THE GRANTOR WAIVES IN
ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS.

            (c) THE GRANTOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT,
TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST THE
GRANTOR OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD
FAITH TO ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. THE GRANTOR
WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY
SECURED PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS.

            (d) THE GRANTOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

            (e) THE GRANTOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED
AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW
YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE GRANTOR TO
RECEIVE FOR AND ON BEHALF OF THE GRANTOR SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF

                                       27
<PAGE>
SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE
GRANTOR AT ITS ADDRESS SET FORTH IN ACCORDANCE WITH SECTION 9.01. THE GRANTOR
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE GRANTOR AT ITS
SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

      (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS
AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (ii) TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE IN EITHER CASE, SOLELY AS PERMITTED IN
SUBSECTION (c) OF THIS SECTION 9.06.

            9.07 The Grantor's Duties. It is expressly agreed, anything herein
contained to the contrary notwithstanding, that the Grantor shall remain liable
to perform all of the obligations, if any, assumed by it with respect to the
Assignment Revenues or the Assignment Collateral and the OPMW Administrative
Agent and the OPMW Lenders shall have no obligations or liabilities (except
obligations or liabilities resulting from the gross negligence or willful
misconduct of the OPMW Administrative Agent and the OPMW Lenders) with respect
to any Assignment Revenues or Assignment Collateral by reason of or arising out
of or in connection with this Agreement, nor shall the OPMW Administrative Agent
or the Lenders be required or obligated in any manner to perform or fulfill any
of the obligations of the Grantor under or with respect to any Assignment
Revenues or Assignment Collateral.

            9.08 Termination; Release. This Agreement shall create a continuing
pledge, assignment of hypothecation of and security interest in the Collateral
and shall remain in full force and effect until no OPMW Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other secured obligations are indefeasibly paid in full in cash. This Agreement
shall terminate when all Secured Obligations have been indefeasibly paid in full
in cash and all Commitments have been terminated, and the OPMW Administrative
Agent, at the written request and expense of the Grantor, will promptly
authorize, execute and deliver, as applicable, to the Grantor the proper
instruments (which may include Uniform Commercial Code termination statements on
form UCC-3) acknowledging the termination of this Agreement, and will promptly
duly assign, transfer and deliver to the Grantor (without recourse and without
any representation or warranty) free from any interest of the OPMW
Administrative Agent or Lien granted hereunder such of the Assignment Revenues
or Assignment Collateral as may be in possession of the OPMW Administrative
Agent and has not theretofore been sold or otherwise applied or released
pursuant to this Agreement together with such notices to third parties as may be
necessary to countermand any notices previously sent to them pursuant hereto.

            9.09 Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which

                                       28
<PAGE>
when so executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.

            9.10 [Intentionally Deleted.]


            9.11 Limitation of Recourse. Except as otherwise expressly provided
in the OPMW Financing Documents and the OPNY Financing Documents, the
obligations of the Grantor hereunder are obligations solely of the Grantor and
shall not constitute a debt or obligation of any direct or indirect, partner,
shareholder or other equity owner of the Grantor or any of their respective
directors, officers, agents or employees (each such Person, a "Non-Recourse
Party"). No Non-Recourse Party shall be liable for any amount payable by the
Grantor under this Agreement and the Secured Parties shall not seek a money
judgment or deficiency or personal judgment against any Non-Recourse Party for
payment of the indebtedness payable by the Grantor evidenced by this Agreement.
No property or assets of any Non-Recourse Party, other than as contemplated in
the OPMW Financing Documents or OPNY Financing Documents, shall be sold, levied
upon or otherwise used to satisfy any judgment rendered in connection with any
action brought against the Grantor with respect to this Agreement or the other
OPMW Financing Documents or OPNY Financing Documents. The foregoing
acknowledgments, agreements and waivers shall be enforceable by any Non-Recourse
Party. Notwithstanding the foregoing, nothing in this Section shall limit or
affect or be construed to limit or affect the obligations and liabilities of any
Credit Party or any other Non-Recourse Party (a) in accordance with the terms of
any Transaction Document creating such liabilities and obligations to which such
Credit Party or Non-Recourse Party is a party, (b) arising from liability
pursuant to any applicable Requirement of Law for such Credit Party's or such
Non-Recourse Party's fraudulent actions, knowing misrepresentations or willful
misconduct or (c) with respect to amounts distributed to it in violation of
Section 6.10 of the Credit Agreement.

            9.12 Subordination. Notwithstanding any provision of this Agreement
or any other Financing Document to the contrary, (i) the security interests
created and granted hereby are subject to, subordinate and inferior to the
security interests created by the First Lien Subsidiary Security Agreement, in
accordance with, and all rights, powers and remedies granted to, the OPNY
Administrative Agent thereunder, are subject in all respects to the terms and
conditions of the Intercreditor Agreement, including restrictions on the right
of the OPMW Administrative Agent to give notices, exercise power of attorney
rights, direct or receive payments, hold, control or receive delivery of any
Assignment Collateral or other possessory collateral or to exercise powers or
remedies and to apply proceeds of Collateral; provided, that if and to the
extent the Intercreditor Agreement is amended, supplemented or modified at any
time from time to time and such amendment, supplement or modification could
reasonably be expected to have any adverse effect on the Guarantor's rights,
duties or obligations hereunder or under any other Financing Document, such
amendment, supplement or modification shall not be effective as to the Guarantor
without the Guarantor's prior written acknowledgment (which acknowledgment shall
not be unreasonably conditioned, withheld or delayed) that such amendment,
modification or supplement shall be effective for purposes of this Agreement and
the other Financing Documents, (ii) the OPMW Administrative Agent on behalf of
each of the Secured Parties hereby acknowledges and agrees that the Guarantor
shall not have any duty and

                                       29
<PAGE>
obligation with respect to the perfection or priority of the security interest
granted hereunder in and to any of the Collateral (and no Default or Event of
Default shall result or occur) to the extent (a) such Collateral is in the
possession or control of the OPNY Administrative Agent, (b) such collateral is
not transferred by the OPNY Administrative Agent to the OPMW Administrative
Agent as required pursuant to the Intercreditor Agreement, (c) such perfection
or priority requires any consent, approval or other action of the OPNY
Administrative Agent, or (d) the OPNY Administrative Agent then maintains a
perfected, first priority security interest in and to the Collateral and (iii)
no obligations contained in this Agreement shall require the Grantor to take or
omit to take any action inconsistent with the terms and conditions of the OPNY
Deposit Account Agreement and/or the Holdco Deposit Account Agreement and no
Default or Event of Default shall arise or result from the taking or omitting of
such action.

                  [Remainder of page intentionally left blank.]

                                       30
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.

                             GRANTOR:

                             [ASTORIA GENERATING COMPANY, L.P./
                             CARR STREET GENERATING STATION, L.P./
                             ERIE BOULEVARD HYDROPOWER, L.P.]

                             By:  Orion Power New York GP, Inc.,
                             its general partner


                             By: ___________________________________
                             Name:
                             Title:

                             Address:  1111 Louisiana Street
                                       Houston, TX 77002
                                       Attn: Senior Vice President - Finance
                                       Telephone: (713) 207-3160
                                       Telecopy: (713) 207-0988

                             With a copy to:
                             Address:  1111 Louisiana Street
                                       Houston, TX 77002
                                       Attn: General Counsel
                                       Telephone: (713) 207-7265
                                       Telecopy: (713) 393-0140

                             ADMINISTRATIVE AGENT:

                             BANK OF AMERICA, N.A., as OPMW Administrative Agent


                             By: ___________________________________
                             Name:
                             Title:

                             Address:  101 North Tryon Street
                                       NC1-001-08-19
                                       Charlotte, NC  28255
                                       Attn: Laura S. Ryan
                                       Telecopy: (704) 386-3324
<PAGE>
                                                                      SCHEDULE 1
                                                                  TO SECOND LIEN
                                                                  ASSIGNMENT AND
                                                              SECURITY AGREEMENT

                         Commercial Tort Claim Judgments
<PAGE>
                                                                      SCHEDULE 2
                                                                  TO SECOND LIEN
                                                                  ASSIGNMENT AND
                                                              SECURITY AGREEMENT


                  Name; Jurisdiction of Organization; Location

                         Exact Legal Name of the Grantor

[Astoria Generating Company, L.P./Carr Street Generating Station, L.P./Erie
Boulevard Hydropower, L.P.]


                  Prior Names of the Grantor in Last Five Years

                          Jurisdiction of Organization

Delaware

                       Locations of Chief Executive Office


[Astoria Generating Company, L.P./Carr Street Generating Station, L.P./Erie
Boulevard Hydropower, L.P.]
1111 Louisiana Street
Houston, Texas 77002
<PAGE>
                                                                      SCHEDULE 3
                                                                  TO SECOND LIEN
                                                                  ASSIGNMENT AND
                                                              SECURITY AGREEMENT


                                Filing Locations

                                Fixture Locations
<PAGE>
                                                                     [SCHEDULE 4
                                                                  TO SECOND LIEN
                                                                  ASSIGNMENT AND
                                                              SECURITY AGREEMENT

                                     Barges

[Note: Schedule 4 in Astoria Generating Security Agreement only]]
<PAGE>
                                                                       EXHIBIT A
                                                                  TO SECOND LIEN
                                                                  ASSIGNMENT AND
                                                              SECURITY AGREEMENT


                         ASSIGNMENT OF SECURITY INTEREST
                     IN UNITED STATES PATENTS AND TRADEMARKS

      FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are
hereby acknowledged, [ASTORIA GENERATING COMPANY, L.P./CARR STREET GENERATING
STATION, L.P./ERIE BOULEVARD HYDROPOWER, L.P.], a Delaware limited partnership
(the "Assignor"), having its chief executive office at 1111 Louisiana Street,
Houston, Texas 77002, hereby assigns and grants to BANK OF AMERICA, N.A., as
administrative agent (the "OPMW Administrative Agent"), with offices at 101
North Tryon Street, Charlotte, NC 28255 a second priority security interest in
(all of which are herein collectively referred to as the "PTO Collateral") (i)
all of the Assignor's right, title and interest in and to the United States
trademarks, trademark registrations and trademark applications set forth on
Schedule A attached hereto (the "Marks"), (ii) all of the Assignor's right,
title and interest in and to the United States patents set forth on Schedule B
attached hereto (the "Patents"), in each case together with (iii) all Proceeds
(as such term is defined in the Security Agreement referred to below) and
products of the Marks and Patents, (iv) the goodwill of the businesses
symbolized by the Marks and (v) all causes of action arising prior to or after
the date hereof for infringement of any of the Marks and Patents or unfair
competition regarding the same.

      THIS ASSIGNMENT is made to secure the full and prompt performance and
payment of all the Secured Obligations of the Assignor, as such term is defined
in the Amended and Restated Assignment and Security Agreement, dated as of
October 28, 2002, among the Assignor, the Administrative Agent and the other
parties thereto (as amended, supplemented or modified from time to time, the
"Security Agreement"). Upon the satisfaction of the conditions set forth in
Section 9.08 of the Security Agreement, the OPMW Administrative Agent shall
execute, acknowledge, and deliver to the OPMW Administrative Agent an instrument
in writing releasing the security interest in the PTO Collateral acquired under
this Assignment.

      THIS ASSIGNMENT has been granted in conjunction with the security interest
granted to the OPMW Administrative Agent for the benefit of the Secured Parties
under the Security Agreement. The rights and remedies of the OPMW Administrative
Agent with respect to the security interest granted herein are without prejudice
to, and are in addition to, those set forth in the Security Agreement, all terms
and provisions of which are incorporated herein by reference. In the event that
any provision of this Assignment is deemed to conflict with the Security
Agreement, the provisions of the Security Agreement shall govern.
<PAGE>
      IN WITNESS WHEREOF, the undersigned have executed this Assignment as of
the _____ day of _____________, 20__.

                                 [ASTORIA GENERATING COMPANY, L.P./
                                 CARR STREET GENERATING STATION, L.P./
                                 ERIE BOULEVARD HYDROPOWER, L.P.]

                                 By:  Orion Power New York GP, Inc., its general
                                      partner

                                 By:  __________________________________________
                                      Name:
                                      Title:


                                 BANK OF AMERICA, N.A., as OPMW
                                 Administrative Agent

                                 By:  ___________________________________
                                      Name:
                                      Title:
<PAGE>
STATE OF _________________

________ OF ________

      The foregoing instrument was acknowledged before me this ____ day of
__________, 20__ by ________________ as [title] of _______________________, a
________ corporation, on behalf of the corporation.

      My commission expires:

Notarial Seal

                                           ______________________________
                                                  Notary Public
<PAGE>
                                                                      SCHEDULE A

                      TRADEMARKS AND TRADEMARK APPLICATIONS


<TABLE>
<CAPTION>
         Serial No. or                          Issue or
       Registration No.        Country         Filing Date           Mark
       ----------------        -------         -----------           ----
<S>                            <C>             <C>                   <C>

</TABLE>
<PAGE>
                                                                      SCHEDULE B

                         PATENTS AND PATENT APPLICATIONS

<TABLE>
<CAPTION>
   Serial No. or                                        Issue or
    Patent No.          Inventor        Country        Filing Date       Title
    ----------          --------        -------        -----------       -----
<S>                     <C>             <C>            <C>               <C>

</TABLE>
<PAGE>
                                                                       EXHIBIT B
                                                                  TO SECOND LIEN
                                                                  ASSIGNMENT AND
                                                              SECURITY AGREEMENT


                         ASSIGNMENT OF SECURITY INTEREST
                           IN UNITED STATES COPYRIGHTS

      FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are
hereby acknowledged, [Astoria Generating Company, L.P./Carr Street Generating
Station, L.P./Erie Boulevard Hydropower, L.P.], a Delaware limited partnership
corporation (the "Assignor"), having its chief executive office at 1111
Louisiana Street, Houston, Texas 77002, hereby assigns and grants to BANK OF
AMERICA, N.A., as OPMW administrative agent (the "OPMW Administrative Agent"),
with offices at 101 North Tryon Street, Charlotte, NC 28255, a second priority
security interest in (all of which are herein collectively referred to as the
"Copyright Collateral") (i) all of the Assignor's right, title and interest in
and to the United States copyrights and associated United States copyright
registrations and applications for registration set forth in Schedule A attached
hereto (the "Copyrights"), (ii) all Proceeds (as such term is defined in the
Security Agreement referred to below) and products of the Copyrights, (iii) the
goodwill of the businesses symbolized by the Copyrights and (iv) all causes of
action arising prior to or after the date hereof for infringement of any of the
Copyrights.

      THIS ASSIGNMENT is made to secure the full and prompt performance and
payment of all of the Secured Obligations of the Assignor, as such term is
defined in the Amended and Restated Assignment and Security Agreement, dated as
of October 28, 2002 among the Assignor, the OPMW Administrative Agent and the
other parties thereto (as amended, supplemented or modified from time to time,
the "Security Agreement"). Upon the satisfaction of the conditions set forth in
Section 9.08 of the Security Agreement, the OPMW Administrative Agent shall
execute, acknowledge, and deliver to the Assignor an instrument in writing
releasing the security interests of the Copyright Collateral acquired under this
Assignment.

      THIS ASSIGNMENT has been granted in conjunction with the security interest
granted to the OPMW Administrative Agent for the benefit of the Secured Parties
under the Security Agreement. The rights and remedies of the OPMW Administrative
Agent with respect to the security interest granted herein are without prejudice
to, and are in addition to those set forth in the Security Agreement, all terms
and provisions of which are incorporated herein by reference. In the event that
any provisions of this Assignment are deemed to conflict with the Security
Agreement, the provisions of the Security Agreement shall govern.
<PAGE>
      IN WITNESS WHEREOF, the undersigned have executed this Assignment as of
the ____ day of _______, 20___.

                                 [ASTORIA GENERATING COMPANY, L.P./
                                 CARR STREET GENERATING STATION, L.P./
                                 ERIE BOULEVARD HYDROPOWER, L.P.]

                                 By:  Orion Power New York GP, Inc., its general
                                      partner

                                 By:  __________________________________________
                                      Name:
                                      Title:


                                 BANK OF AMERICA, N.A., as OPMW
                                 Administrative Agent

                                 By:  ________________________________
                                      Name:
                                      Title:
<PAGE>
STATE OF _________________

________ OF ________

      The foregoing instrument was acknowledged before me this ____ day of
__________, 20__ by ________________ as [title] of _______________________, a
________ corporation, on behalf of the corporation.

      My commission expires:

Notarial Seal

                                         ______________________________
                                                Notary Public
<PAGE>
                                                                      SCHEDULE A

                      COPYRIGHTS AND COPYRIGHT APPLICATIONS

<TABLE>
<CAPTION>
   Serial No. or                                                       Copyright
  Registration No.         Country         Publication Date              Title
  ----------------         -------         ----------------              -----
<S>                        <C>             <C>                         <C>

</TABLE>
<PAGE>

                                                                     EXHIBIT I-1
                                                                              TO
                                                   [SECOND] AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

                                    [FORM OF]

                      MEMBERSHIP INTEREST PLEDGE AGREEMENT

                                     between

                           ORION POWER HOLDINGS, INC.,


                                   as Pledgor,


                                       and

                             BANK OF AMERICA, N.A.,


                               as Collateral Agent

                                October 28, 2002
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                       Page
-------                                                                                                       ----
<S>                                                                                                           <C>
1.    Definitions; Construction..................................................................................3
2.    Security...................................................................................................9
3.    Pledge of Stock............................................................................................9
      3.1.     Pledge; Assignment; Grant of Security Interest....................................................9
      3.2.     Uncertificated Stock.............................................................................10
4.    Pledgor Remains Liable....................................................................................11
5.    Delivery of Pledged Collateral............................................................................11
6.    Appointment of Agents; Endorsements, etc..................................................................11
7.    Representations, Warranties and Covenants.................................................................11
      7.1.     Company Status...................................................................................11
      7.2.     Authorization; Execution and Delivery; Enforceability............................................12
      7.3.     Consents and Approvals...........................................................................12
      7.4.     Operating Agreement..............................................................................12
      7.5.     Litigation.......................................................................................13
      7.6.     No Defenses......................................................................................13
      7.7.     [Intentionally omitted.].........................................................................13
      7.8.     Regulation.......................................................................................13
      7.9.     Existence........................................................................................13
      7.10. Maintenance of Register.............................................................................13
      7.11. Jurisdiction of Organization........................................................................14
      7.12. Rights and Franchises...............................................................................14
      7.13. Compliance with Requirements of Law.................................................................14
      7.14. Share Transfer Restrictions.........................................................................14
      7.15. Place of Incorporation; Chief Executive Office......................................................14
      7.16. Payment of Taxes....................................................................................15
      7.17. [Intentionally omitted.]............................................................................15
      7.18. Pledged Shares......................................................................................15
      7.19. Bankruptcy..........................................................................................17
      7.20. Independent Analysis................................................................................18
      7.21. Reliance by Lenders.................................................................................18
      7.22. Governing Documents.................................................................................18
      7.23. Financial Compliance................................................................................18
      7.24. Indenture Payment Reserve Shortfall.................................................................19
      7.25. Conditions Precedent................................................................................19
8.    Voting Rights; Distributions, Etc.........................................................................19
9.    Remedies Upon Default.....................................................................................20
10.   Remedies Cumulative: Indemnification of the Collateral Agent and the Other Secured
      Parties...................................................................................................23
11.   Obligations Absolute......................................................................................24
12.   Application of Proceeds...................................................................................25
13.   Purchasers of Pledged Collateral..........................................................................25
</TABLE>

                                        i
<PAGE>
<TABLE>
<S>                                                                                                           <C>
14.   Continuing Obligation.....................................................................................25
15.   Collateral Agent..........................................................................................25
16.   Waiver of Subrogation.....................................................................................26
17.   Successors and Assigns....................................................................................26
18.   Severability..............................................................................................26
19.   Notices...................................................................................................27
20.   Headings Descriptive, Etc.................................................................................27
21.   Governing Law; Submission to Jurisdiction.................................................................27
22.   Survival of Agreements....................................................................................28
23.   Termination...............................................................................................29
24.   Execution of Counterparts.................................................................................29
25.   Amendment; Waiver.........................................................................................29
26.   Further Assurances........................................................................................29
27.   Applicability of the Credit Agreement.....................................................................30
28.   Limitation on Recourse....................................................................................30

ANNEXES

Annex A   -   Pledged Shares
Annex B   -   [Intentionally Omitted]
Annex C   -   Form of Stock Power
</TABLE>



                                       ii
<PAGE>
                      MEMBERSHIP INTEREST PLEDGE AGREEMENT

            MEMBERSHIP INTEREST PLEDGE AGREEMENT (this "Agreement"), dated as of
October 28, 2002, between ORION POWER HOLDINGS, INC., a Delaware corporation
("Pledgor"), and BANK OF AMERICA, N.A., as collateral agent for the benefit of
the Secured Parties under (and defined in) the Intercreditor Agreement (defined
below) (in such capacity, together with any successor and assigns, the
"Collateral Agent").

                                   WITNESSETH:

            WHEREAS, Pledgor is the owner of all the issued and outstanding
shares of the Capital Stock of Orion Power Capital, LLC, a limited liability
company organized and existing under the laws of the State of Delaware
("Holdco"); such shares consisting of [___] shares of Capital Stock of Holdco
more fully described on Annex A hereto (the "Pledged Shares");

            WHEREAS, Holdco is the owner of (a) all the issued and outstanding
shares of the Capital Stock of Orion Power New York GP, Inc., a corporation
organized and existing under the laws of the State of Delaware (the "OPNY GP
Company"); such shares consisting of 100 shares of common stock and (b) all the
issued and outstanding shares of the Capital Stock of Orion Power New York LP,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the "OPNY LP Company", and together with the OPNY GP Company, the
"OPNY Companies"); such shares consisting of 100 shares of common stock;

            WHEREAS, Holdco is the owner of (a) all the issued and outstanding
shares of the Capital Stock of Orion Power MidWest GP, Inc., a corporation
organized and existing under the laws of the State of Delaware (the "OPMW GP
Company"), such shares consisting of 100 shares of common stock and (b) all the
issued and outstanding shares of the Capital Stock of Orion Power MidWest LP,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the "OPMW LP Company", and together with the OPMW GP Company, the
"OPMW Companies", and together with the OPNY Companies, the "Companies"), such
shares consisting of 100 shares of common stock;

            WHEREAS, the OPNY GP Company is the sole general partner in Orion
Power New York, L.P., a Delaware limited partnership (the "OPNY Borrower") and
each of the OPNY Operating Subsidiaries, and the OPNY LP Company is the sole
limited partner of the OPNY Borrower;

            WHEREAS, the OPMW GP Company is the sole general partner in Orion
Power MidWest, L.P., a Delaware limited partnership (the "OPMW Borrower", and
together with the OPNY Borrower, the "Borrowers") and the OPMW LP Company is the
sole limited partner of the OPMW Borrower;

            WHEREAS, the OPNY Borrower has entered into an Amended and Restated
Credit Agreement, dated as of the Restructuring Effective Date (as the same may
be amended, supplemented or otherwise modified from time to time, the "OPNY
Credit Agreement"), with Banc of America Securities LLC and BNP Paribas, as lead
arrangers and joint book runners, Bank of America, N.A., as issuing bank, BNP
Paribas, as syndication agent, Union Bank of
<PAGE>
California, N.A., CoBank, ACB and Deutsche Bank AG New York and/or Cayman
Island Branch, as documentation agents, the lenders named on the signature pages
thereto and from time to time parties thereto (the "OPNY Lenders") and Bank of
America, N.A., as administrative agent on behalf of the OPNY Lenders (the "OPNY
Administrative Agent"), pursuant to which the OPNY Lenders have agreed, inter
alia, to renew, modify and extend credit facilities previously made available to
the OPNY Borrower to finance a portion of the purchase price of the Portfolio
Assets (as defined in the OPNY Credit Agreement) and to provide working capital
availability to the OPNY Borrower;

            WHEREAS, the OPMW Borrower has entered into a Second Amended and
Restated Credit Agreement, dated as of the Restructuring Effective Date (as the
same may be amended, supplemented or otherwise modified from time to time, the
"OPMW Credit Agreement" and, together with the OPNY Credit Agreement, the
"Credit Agreements"), with Banc of America Securities LLC and BNP Paribas, as
lead arrangers and joint book runners, Bank of America, N.A., as issuing bank,
BNP Paribas, as syndication agent, The Bank of Nova Scotia, Mizuho Corporate
Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as
documentation agents, the lenders named on the signature pages thereto and from
time to time parties thereto (the "OPMW Lenders" and, together with the OPNY
Lenders, the "Lenders") and Bank of America, N.A., as administrative agent on
behalf of the OPMW Lenders (the "OPMW Administrative Agent"), pursuant to which
the OPMW Lenders have agreed, inter alia, to renew, modify and extend credit
facilities previously made available to the OPMW Borrower to finance a portion
of the purchase price of the Portfolio Assets (as defined in the OPMW Credit
Agreement) and to provide revolving credit availability to the OPMW Borrower;

            WHEREAS, the OPNY Administrative Agent, the OPNY Lenders, the OPMW
Administrative Agent, the OPMW Lenders and the Collateral Agent have entered
into a Collateral Agency and Intercreditor Agreement, dated as of the
Restructuring Effective Date (as the same may be amended, supplemented or
otherwise modified from time to time, the "Intercreditor Agreement");

            WHEREAS, Holdco and the Collateral Agent have entered into that
certain Deposit Account Agreement, dated as of the Restructuring Effective Date
(as the same may be amended, supplemented or otherwise modified from time to
time, the "Holdco Deposit Account Agreement"), providing for, among other
things, the establishment of the Holdco Accounts (defined below); and

            WHEREAS, it is a condition precedent to the obligations of the
Lenders under the Credit Agreements that this Agreement shall have been entered
into by the parties hereto and shall be in full force and effect;

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



                                       2
<PAGE>
            1. Definitions; Construction.

            (a) Wherever used in this Agreement and unless the context otherwise
requires, the following terms shall have the following meanings:

            "ACCEPTABLE RESERVES" shall have the meaning assigned such term in
each of the Credit Agreements.

            "AGREEMENT" shall mean this Membership Interest Pledge Agreement.

            "BORROWERS" shall have the meaning provided in the Recitals to this
Agreement.

            "BUSINESS DAY" shall have the meaning assigned such term in each of
the Credit Agreements.

            "CAPITAL LEASE" shall mean, with respect to any Person, any lease of
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP, is required to be accounted for as a capital lease on the
balance sheet of that Person.

            "CAPITAL STOCK" shall mean, with respect to any Person, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interest in (however designated) the common or
preference share capital of such Person, including partnership interests and
limited liability company interests.

            "COLLATERAL" shall mean the collective reference to all, or any part
of, the "Collateral" as such term is defined in each of the Credit Agreements
and each other Financing Document.

            "COLLATERAL AGENT" shall have the meaning provided in the first
paragraph of this Agreement.

            "COMMITMENTS" shall mean the collective reference to the OPNY
Commitments and the OPMW Commitments.

            "COMPANIES" shall have the meaning provided in the Recitals to this
Agreement.

            "CONTRACTUAL OBLIGATION" shall mean, with respect to any Person, any
provision of any securities issued by such Person or any indenture, mortgage,
deed of trust, contract, undertaking, document, instrument or other agreement to
which such Person is a party or by which it or any of its properties is bound or
subject.

            "CREDIT AGREEMENTS" shall have the meaning provided in the Recitals
to this Agreement.

            "DELAWARE UCC" shall have the meaning specified in Section 7.18(l).

            "ENVIRONMENTAL LAWS" shall mean all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements with any

                                       3
<PAGE>
Governmental Authority issued, promulgated or entered into by any Governmental
Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, Release, or threatened Release, of any
Hazardous Material or to health and safety matters.

            "EVENT OF DEFAULT" shall have the meaning assigned such term in each
of the Credit Agreements.

            "FINANCING DOCUMENTS" shall mean the collective reference to the
OPNY Financing Documents and the OPMW Financing Documents.

            "GAAP" shall mean generally accepted accounting principles in effect
from time to time in the United States of America.

            "GOVERNMENTAL APPROVALS" shall mean any action, authorization,
certificate, consent, waiver, approval, license, franchise, lease, ruling,
permit, variance, order, right, tariff, rate, certification, exemption of or
from, and any filing or registration with, any Governmental Authority (including
all environmental permits) relating to the ownership, operation or maintenance
of the Portfolio Assets or to the execution, delivery or performance of any
Project Contract by any Person party thereto.

            "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any
state, county, city or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, government.

            "HAZARDOUS MATERIALS" shall mean all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

            "HOLDCO" shall have the meaning provided in the Recitals to this
Agreement.

            "HOLDCO ACCOUNTS" shall have the meaning assigned to the term
"Accounts" in the Holdco Deposit Account Agreement.

            "HOLDCO DEPOSIT ACCOUNT AGREEMENT" shall have the meaning provided
in the Recitals to this Agreement.

            "HOLDCO INDENTURE DEBT SERVICE RESERVE ACCOUNT" shall have the
meaning assigned such term in the Holdco Deposit Account Agreement.

            "INDENTURE PAYMENT OFFSET AMOUNT" shall have the meaning assigned
such term in the Holdco Deposit Account Agreement.

            "INDENTURE PAYMENT RESERVE SHORTFALL" shall have the meaning
assigned such term in the Holdco Deposit Account Agreement.



                                       4
<PAGE>
            "INDENTURE PAYMENT RESERVE SHORTFALL DEPOSIT" shall have the meaning
assigned such term in the Holdco Deposit Account Agreement.

            "INTERCREDITOR AGREEMENT" shall have the meaning provided in the
Recitals to this Agreement.

            "INVESTMENT GRADE RATING" shall mean, in respect of any nationally
recognized statistical rating organization (as such term is defined in the Rules
under the Securities Exchange Act of 1934, as amended), one of such
organization's generic categories that signifies investment grade.

            "LIEN" shall mean any mortgage, deed of trust, pledge, security
interest, encumbrance, lien, option, restriction, charge or deposit arrangement
or other arrangement having the practical effect of the foregoing or other
preferential arrangement of any other kind and shall include the interest of a
vendor or lessor under any conditional sale agreement, Capital Lease or other
title retention agreement.

            "LENDERS" shall have the meaning provided in the Recitals to this
Agreement.

            "MATERIAL ADVERSE EFFECT" shall mean the collective reference to
"Material Adverse Effect" as such term is defined in each of the Credit
Agreements.

            "NOTES" shall mean the collective reference to the OPNY Notes and
the OPMW Notes.

            "OPERATING AGREEMENT" shall have the meaning specified in Section
3.1(iii).

            "OPERATIONAL PLANS" shall mean the collective reference to
"Operational Plans" as such term is defined in each of the Credit Agreements.

            "OPH NET CASH FLOWS" shall have the meaning assigned such term in
the Holdco Deposit Account Agreement.

            "OPMW ADMINISTRATIVE AGENT" shall have the meaning provided in the
Recitals to this Agreement.

            "OPMW BORROWER" shall have the meaning in the Recitals to this
Agreement.

            "OPMW COMMITMENTS" shall mean the "Commitments" as such term is
defined in the OPMW Credit Agreement.

            "OPMW COMPANIES" shall have the meaning provided in the Recitals to
this Agreement.

            "OPMW CREDIT AGREEMENT" shall have the meaning provided in the
Recitals to this Agreement.



                                       5
<PAGE>
            "OPMW FINANCING DOCUMENTS" shall have the meaning provided for the
term "Financing Documents" in the OPMW Credit Agreement

            "OPMW GP COMPANY" shall have the meaning provided in the Recitals to
this Agreement.

            "OPMW GP PARTNERSHIP INTEREST PLEDGE AGREEMENT" shall mean that
certain Amended and Restated Partnership Interest Pledge Agreement, dated as of
the Restructuring Effective Date, between the OPMW GP Company and the OPMW
Administrative Agent (for the benefit of the OPMW Secured Parties).

            "OPMW LENDERS" shall have the meaning provided in the Recitals to
this Agreement.

            "OPMW LP COMPANY" shall have the meaning provided in the Recitals to
this Agreement.

            "OPMW NOTES" shall mean the "Notes" as such term is defined in the
OPMW Credit Agreement.

            "OPMW OBLIGATIONS" shall mean the "Obligations" as such term is
defined in the OPMW Credit Agreement.

            "OPMW OPERATING SUBSIDIARY" shall mean Twelvepole Creek, LLC, a
Delaware limited liability company.

            "OPMW REQUIRED LENDERS" shall mean the "Required Lenders" as such
term is defined in the OPMW Credit Agreement.

            "OPMW SECURED PARTIES" shall have the meaning set forth in the OPNY
Credit Agreement.

            "OPMW TRANSACTION DOCUMENTS" shall have the meaning provided for the
term "Transaction Document" in the OPMW Credit Agreement.

            "OPNY ADMINISTRATIVE AGENT" shall have the meaning provided in the
Recitals to this Agreement.

            "OPNY BORROWER" shall have the meaning provided in the Recitals to
this Agreement.

            "OPNY COMMITMENTS" shall mean the "Commitments" as such term is
defined in the OPNY Credit Agreement.

            "OPNY COMPANIES" shall have the meaning provided in the Recitals to
this Agreement.



                                       6
<PAGE>
            "OPNY CREDIT AGREEMENT" shall have the meaning provided in the
Recitals to this Agreement.

            "OPNY FINANCING DOCUMENTS" shall have the meaning provided for the
term "Financing Documents" in the OPNY Credit Agreement.

            "OPNY GP COMPANY" shall have the meaning provided in the Recitals to
this Agreement.

            "OPNY GP PARTNERSHIP INTEREST PLEDGE AGREEMENT" shall mean that
certain Amended and Restated Partnership Interest Pledge Agreement, dated as of
the Restructuring Effective Date, between the OPNY GP Company and the OPNY
Administrative Agent (for the benefit of the OPNY Secured Parties).

            "OPNY LENDERS" shall have the meaning provided in the Recitals to
this Agreement.

            "OPNY LP COMPANY" shall have the meaning provided in the Recitals to
this Agreement.

            "OPNY NOTES" shall mean the "Notes" as such term is defined in the
OPNY Credit Agreement.

            "OPNY OBLIGATIONS" shall mean the "Obligations" as such term is
defined in the OPNY Credit Agreement.

            "OPNY OPERATING SUBSIDIARIES" shall mean Astoria Generating Company,
L.P., a Delaware limited partnership, Erie Boulevard Hydropower, L.P., a
Delaware limited partnership, and Carr Street Generating Station, L.P., a
Delaware limited partnership.

            "OPNY REQUIRED LENDERS" shall mean the "Required Lenders" as such
term is defined in the OPNY Credit Agreement.

            "OPNY SECURED PARTIES" shall have the meaning set forth in the OPMW
Credit Agreement.

            "OPNY TRANSACTION DOCUMENTS" shall have the meaning provided for the
term "Transaction Documents" in the OPNY Credit Agreement.

            "PERSON" shall mean an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority, limited liability company or other entity of
whatever nature.

            "PLEDGED COLLATERAL" shall have the meaning specified in Section
3.1.

            "PLEDGED SHARES" shall have the meaning specified in the Recitals.



                                       7
<PAGE>
            "PLEDGOR" shall have the meaning provided in the first paragraph of
this Agreement.

            "PORTFOLIO ASSETS" shall mean the collective reference to the
"Portfolio Assets" as such term is defined in each of the Credit Agreements.

            "PROJECT CONTRACTS" shall mean the collective reference to the
"Project Contracts" as such term is defined in each of the Credit Agreements.

            "RELEASE" shall mean any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Hazardous Materials
through ambient air, soil, surface water, ground water, wetlands, land or
subsurface strata.

            "REQUIRED LENDERS" shall mean the collective reference to the OPNY
Required Lenders and the OPMW Required Lenders.

            "REQUIREMENT OF LAW" shall mean any foreign, federal, state, local
or municipal laws, rules, orders, judgments, regulations, statutes, ordinances,
codes, or published decrees of any Governmental Authority (including any
determination of an arbitration or a court or other Governmental Authority) and
including all Environmental Laws.

            "RESTRUCTURING EFFECTIVE DATE" shall mean the date on which all
conditions precedent to the effectiveness of both the OPNY Credit Agreement and
the OPMW Credit Agreement have been satisfied or waived.

            "SCHEDULED INDENTURE DEBT SERVICE DEPOSIT AMOUNT" shall have the
meaning assigned such term in the Holdco Deposit Account Agreement.

            "SCHEDULED INDENTURE DEBT SERVICE PAYMENT AMOUNT" shall have the
meaning assigned such term in the Holdco Deposit Account Agreement.

            "SECURED OBLIGATIONS" shall have the meaning provided in Section
2(a).

            "SECURED PARTIES" shall mean the collective reference to the OPNY
Secured Parties and the OPMW Secured Parties.

            "TRANSACTION DOCUMENTS" shall mean the collective reference to the
OPNY Transaction Documents and the OPMW Transaction Documents.

            "TRANSACTION PARTIES" shall have the meaning specified in Section
2(a).

            (b) When used in this Agreement: (i) "or" is not exclusive; (ii) a
reference to a Requirement of Law includes any amendment or modification to such
Requirement of Law; (iii) a reference to a Person includes its permitted
successors and permitted assigns; (iv) a reference to an agreement, instrument
or document shall include such agreement, instrument or document and all
exhibits and schedules thereto as the same may be amended, modified or
supplemented

                                       8
<PAGE>
from time to time in accordance with its terms and as permitted by the Financing
Documents; and (v) the words "include," "includes," and "including" mean
"including without limitation".

            2. Security.

            (a) This Agreement is for the benefit of the Collateral Agent and
the Secured Parties to secure (i) the prompt and complete payment and
performance when due by the OPNY Borrower of all of the OPNY Obligations,
including all amounts payable or to become payable to the OPNY Secured Parties
by the OPNY Borrower under the OPNY Financing Documents when and as the same
shall become due and payable (whether by acceleration or otherwise) in
accordance with the terms thereof, (ii) the prompt and complete payment and
performance when due by the OPMW Borrower of all OPMW Obligations, including all
amounts payable or to become payable to the OPMW Secured Parties by the OPMW
Borrower under the OPMW Financing Documents when and as the same shall become
due and payable (whether by acceleration or otherwise) in accordance with the
terms thereof, (iii) the prompt and complete payment and performance when due of
all other obligations of any OPNY Operating Subsidiary under any of the OPNY
Financing Documents, (iv) the prompt and complete payment and performance when
due of all other obligations of the OPMW Operating Subsidiary under any of the
OPMW Financing Documents, (v) the prompt and complete payment and performance
when due of all other obligations of the OPNY Companies, the OPMW Companies and
Holdco under any OPNY Financing Document or OPMW Financing Document to which any
of the OPNY Companies, the OPMW Companies or Holdco is a party, and (vi) the due
performance and compliance by Pledgor with the terms hereof, each other OPNY
Financing Document and each of the OPMW Financing Documents to which it is a
party (collectively, the "Secured Obligations"). Without limiting the generality
of the foregoing, this Agreement secures the payment of all amounts which
constitute part of the Secured Obligations and would be owed to the Secured
Parties by any of Holdco, the OPNY Companies, the OPMW Companies, the OPNY
Borrower, each OPNY Operating Subsidiary, the OPMW Borrower and the OPMW
Operating Subsidiary (collectively, the "Transaction Parties") but for the fact
that such Secured Obligations are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving any
Transaction Party.

            (b) Pledgor understands, agrees and confirms that the Collateral
Agent may enforce this Agreement against it without proceeding against any of
the Transaction Parties or against any other credit or security for payment of
the Secured Obligations.

            3. Pledge of Stock.

            3.1. Pledge; Assignment; Grant of Security Interest. As collateral
security for the prompt and complete payment and performance when due of the
Secured Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers
and sets over to the Collateral Agent, grants, pledges and assigns to the
Collateral Agent a security interest of first priority in, and hereby delivers
unto the Collateral Agent (in each case for the benefit of the Secured Parties)
the following (collectively, the "Pledged Collateral"):



                                       9
<PAGE>
                  (i) the Pledged Shares and any certificates or instruments
            representing the Pledged Shares, accompanied by duly executed stock
            powers in blank, and all cash, securities, dividends and other
            property at any time in the future and from time to time received,
            receivable or otherwise distributed, in respect of or in exchange
            for any or all of the Pledged Shares;

                  (ii) all securities hereafter delivered to the Collateral
            Agent in substitution for or in addition to any of the foregoing,
            any certificates representing or evidencing such securities, and all
            cash, securities, dividends and other property, at any, time and
            from time to time received, receivable or otherwise distributed in
            respect of or in exchange for any or all of the foregoing;

                  (iii) all other claims of any kind or nature, and any
            instruments, certificates, chattel paper or other writings
            evidencing such claims, including the limited liability company
            agreement relating to Holdco (the "Operating Agreement"), whether in
            contract or tort, and whether arising by operation of law,
            consensual agreement or otherwise, at any time acquired by Pledgor
            in respect of any or all of the foregoing collateral against Holdco,
            including, without limitation, (A) all claims of Pledgor for damages
            arising out of or for breach of or default under the Operating
            Agreement, (B) the right of Pledgor to terminate the Operating
            Agreement, to perform and exercise consensual or voting rights
            thereunder and to compel performance and otherwise exercise all
            remedies thereunder, (C) all rights of Pledgor as a member of
            Holdco, to any property and assets of Holdco (whether real property,
            inventory, equipment, contract rights, accounts, receivables,
            general intangibles, securities, instruments, chattel paper,
            documents, chooses in action or otherwise); and

                  (iv) all proceeds of any of the foregoing including (A) all
            rights of Pledgor to receive monies, distributions, cash,
            instruments and other property due and to become due under or
            pursuant to the foregoing collateral and the Holdco Deposit Account
            Agreement, (B) all rights of Pledgor to receive a return of any
            insurance premiums or Insurance Proceeds or other proceeds of any
            indemnity, warranty or guarantee with respect to the foregoing
            collateral, (C) to the extent not included in the foregoing, all
            additions to and replacements of the foregoing collateral and all
            proceeds receivable or received when any and all of the foregoing
            collateral is sold, collected, exchanged or otherwise disposed
            whether voluntarily or involuntarily.

            3.2. Uncertificated Stock. Notwithstanding anything to the contrary
contained in Section 3.1, if any Pledged Share (whether now owned or hereafter
acquired) is evidenced by an uncertificated security, the Pledgor shall promptly
notify the Collateral Agent thereof and shall promptly take all actions required
to perfect the security interest of the Collateral Agent under applicable law
(including under the Uniform Commercial Code as adopted in any appropriate
jurisdiction). The Pledgor further agrees to take such actions as the Collateral
Agent deems necessary or desirable to effect the foregoing and to permit the
Collateral Agent to exercise any of its rights and remedies hereunder, and
agrees to provide an opinion of counsel

                                       10
<PAGE>
reasonably satisfactory to the Collateral Agent with respect to any such pledge
of uncertificated Pledged Shares promptly upon written request of the Collateral
Agent.

            4. Pledgor Remains Liable. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable under the Operating Agreement
and the other contracts and agreements included in the Pledged Collateral to the
extent set forth therein to perform all of its duties and obligations thereunder
to the same extent as if this Agreement had not been executed, (b) the exercise
by any Secured Party of any of the rights hereunder shall not release Pledgor
from any of its duties or obligations under the contracts and agreements
included in the Pledged Collateral and (c) neither the Collateral Agent nor any
Secured Party shall have any obligation or liability under the contracts and
agreements included in the Pledged Collateral or otherwise by reason of this
Agreement, nor shall the Collateral Agent or any Secured Party be obligated to
perform any of the obligations or duties of Pledgor thereunder or to take any
action to collect or enforce any claim assigned hereunder.

            5. Delivery of Pledged Collateral. All certificates or instruments
representing or evidencing the Pledged Collateral at any time shall be delivered
to and held by or on behalf of the Collateral Agent pursuant hereto and shall be
in suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to the Collateral Agent. The Collateral Agent
shall have the right, upon the occurrence and continuance of an Event of
Default, in its discretion and without notice to Pledgor, to transfer to or to
register in the name of the Collateral Agent or any of its nominees any or all
of the Pledged Collateral, subject only to compliance with Requirements of Law,
the terms and conditions of the Credit Agreements and the Intercreditor
Agreement and the revocable rights specified in Section 8. In addition, the
Collateral Agent shall have the right at any time to exchange certificates or
instruments representing or evidencing Pledged Collateral for certificates or
instruments of smaller or larger denominations.

            6. Appointment of Agents; Endorsements, etc. The Collateral Agent
shall have the right to appoint one or more agents for the purpose of retaining
physical possession of the Pledged Shares and other Pledged Collateral, which
may be held (in the discretion of the Collateral Agent) in the name of Pledgor,
endorsed or assigned in blank or in favor of the Collateral Agent or any nominee
or nominees of the Collateral Agent or an agent appointed by the Collateral
Agent.

            7. Representations, Warranties and Covenants. In order to induce
each of the Secured Parties to enter into the Financing Documents, Pledgor makes
the following representations, warranties and covenants, which representations,
warranties and covenants shall survive the execution and delivery of this
Agreement:

            7.1. Company Status. Pledgor (i) is a corporation, duly formed,
validly existing and in good standing under the laws of the State of Delaware,
(ii) has all requisite power and authority to own its property and assets, and
to transact the business in which it is presently engaged and in which it
proposes to be engaged, (iii) has duly qualified and is authorized to do
business and is in good standing in every jurisdiction where the character of
its properties or the

                                       11
<PAGE>
nature of its activities makes such qualification necessary except where the
failure to be so qualified could not reasonably be expected to have a material
adverse effect on any Portfolio Asset and (iv) is in full compliance with its
Governing Documents, all material Contractual Obligations, all applicable
Requirements of Law and all Governmental Approvals, except in each case of this
clause (iv), to the extent that the failure to comply with any of the foregoing
could not reasonably be expected to have a Material Adverse Effect. Pledgor is
the sole owner of all of the issued and outstanding shares of the Capital Stock
of Holdco.

            7.2. Authorization; Execution and Delivery; Enforceability. (a) The
execution, delivery and performance by Pledgor of this Agreement and the
consummation of the transactions contemplated hereby (i) are within its powers,
(ii) have been duly authorized by all necessary corporate action, (iii) do not
and will not contravene (A) its Governing Documents or (B) any material
Requirement of Law, any material Contractual Obligation or any material
Governmental Approval binding on or affecting it and (iv) do not and will not
conflict with or be inconsistent with or result in any breach of any of the
material terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of its properties or assets pursuant to, the terms
of any material Contractual Obligation binding on or affecting it.

            (b) Pledgor has duly executed and delivered this Agreement and this
Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity.

            7.3. Consents and Approvals. No consent of any Person other than any
Governmental Authority (except as such as have been duly obtained, made or
given, and are in full force and effect) is required to authorize, or is
required in connection with (i) the execution, delivery or performance by
Pledgor of this Agreement, (ii) the legality, validity, binding effect or
enforceability hereof or thereof or the consummation of any of the transactions
contemplated hereby or (iii) subject to the terms of the Intercreditor
Agreement, the exercise by the Collateral Agent of the voting or other rights
provided for in this Agreement or the remedies in respect of the Pledged
Collateral pursuant to this Agreement, except for any approval of any such
Person the absence of which could not reasonably be expected to have a material
adverse effect on the ability of the Collateral Agent to exercise voting rights
or remedies in respect of the Pledged Collateral).

            7.4. Operating Agreement. (a) The Operating Agreement, a true and
complete copy of which has been furnished to the Collateral Agent, has been duly
authorized, executed and delivered by Pledgor and is in full force and effect
and is binding upon and enforceable against Pledgor in accordance with its
terms, except as enforcement thereof may be subject to (i) the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and (ii) general principles of equity.
There exists no default under the Operating Agreement.



                                       12
<PAGE>
            (b) Pledgor shall at its expense perform and observe all the terms
and provisions to be performed or observed by it under the Operating Agreement,
maintain the Operating Agreement in full force and effect, enforce the Operating
Agreement in accordance with its terms, and take all such action to such end as
may be from time to time reasonably requested by the Collateral Agent.

            (c) Pledgor shall not:

                  (i) cancel or terminate the Operating Agreement or consent to
                  or accept any cancellation or termination thereof;

                  (ii) amend or otherwise modify in a material respect the
                  Operating Agreement; or

                  (iii) waive any material default under or material breach of
                  the Operating Agreement.

            7.5. Litigation. Except as set forth on Schedule 4.05 of the Credit
Agreement, there is no (i) injunction, writ, preliminary restraining order or
order of any nature issued by an arbitrator, court or other Governmental
Authority against Pledgor in connection with the transactions provided for
herein or in the other OPNY Financing Documents, the OPMW Financing Documents or
the Operational Plans, or (b) action, suit, arbitration, litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority pending against Pledgor or, to Pledgor's knowledge, threatened against
Pledgor, in each case, which would reasonably be expected to materially
adversely affect the Pledged Collateral or the right or ability of Pledgor to
fulfill its obligations hereunder.

            7.6. No Defenses. Pledgor's obligations under this Agreement are not
subject to any offsets or defenses against the Borrowers, the other Transaction
Parties, the Collateral Agent or the Secured Parties of any kind.

            7.7. [Intentionally omitted.]

            7.8. Regulation. Pledgor is not (i) an "investment company" or a
company "controlled" by an "investment company" within the meaning of the United
States of America Investment Company Act of 1940, as amended, or an "investment
advisor" within the meaning of the United States of America Investment Advisors
Act of 1940, as amended or (ii) subject to regulation by the Securities and
Exchange Commission under PUHCA as a "public-utility company," an "electric
utility company," a "holding company," or a "subsidiary" or "affiliate" of any
of the foregoing. No certification of a state public utility commission pursuant
to Section 33(a)(2) of PUHCA is required as a result of the investment of
Pledgor in the Companies.

            7.9. Existence. Pledgor shall preserve and maintain its existence as
a Person as specified in Section 7.1.

            7.10. Maintenance of Register. Pledgor shall cause Holdco to
maintain at all times a register at its chief place of business and chief
executive office in which the security

                                       13
<PAGE>
interest in the Pledged Collateral granted hereby to the Collateral Agent, to
the extent that the same constitutes "uncertificated securities" (as defined in
the Delaware UCC), shall be evidenced.

            7.11. Jurisdiction of Organization. Except in accordance with the
conversion of the OPNY LP Company and the OPMW LP Company to limited liability
companies in accordance with Section 7 of the LP Guarantee (as defined in the
OPNY Credit Agreement) and Section 7 of the LP Guarantee (as defined in the OPMW
Credit Agreement), as the case may be, Pledgor shall cause (a) each Transaction
Party which at the time of the Restructuring Effective Date is a limited
liability company at all times to be a limited liability company organized under
the laws of the State of Delaware, (b) the Companies at all times to be
corporations organized under the laws of the State of Delaware, and (c) each
Transaction Party which at the time of the Restructuring Effective Date is a
limited partnership at all times to be a limited partnership organized under the
laws of the State of Delaware.

            7.12. Rights and Franchises. Pledgor shall preserve and maintain all
of its rights, privileges and franchises necessary in the normal conduct of its
business, except where the failure to maintain any such right, privilege or
franchise could not reasonably be expected to have a Material Adverse Effect.

            7.13. Compliance with Requirements of Law. Pledgor shall comply with
all Requirements of Law and Governmental Approvals applicable to it, including
all material Environmental Laws, except when any such Requirement of Law or
Governmental Approval is being contested in good faith and by appropriate
proceedings and for which Acceptable Reserves have been established, or except
in each case where the failure to so comply could not reasonably be expected to
have a material adverse effect on any Portfolio Asset.

            7.14. Share Transfer Restrictions. Pledgor shall not sell, assign,
transfer or permit to be sold, assigned or transferred any of its interests in
Holdco, whether directly or indirectly (but excluding transfers of Capital Stock
of Reliant), except pursuant to the terms of this Agreement, the Credit
Agreements and the Intercreditor Agreement. Except as set forth in Section 7.09
of the Credit Agreement, nothing in this Agreement or the other Financing
Documents is intended to impose a restriction on the ability of the holders of
the Capital Stock of Pledgor to sell, assign or transfer such Capital Stock of
Pledgor.

            7.15. Place of Incorporation; Chief Executive Office. Pledgor is
incorporated in the State of Delaware and Pledgor's exact legal name is Orion
Power Holdings, Inc. Pledgor has no trade name. The chief executive office of
Pledgor and the office where Pledgor keeps it records concerning the Pledged
Collateral is located at the address set forth in Section 9.01 of the Credit
Agreement. Pledgor shall keep its place of business and chief executive office
and the office where it keeps its records concerning the Pledged Collateral, and
original copies of the Operating Agreement and of all other chattel paper which
evidence the Pledged Collateral, at its address specified in Section 19 hereto.
Pledgor will hold and preserve such records and will permit representatives of
the Collateral Agent at any time, upon reasonable prior notice, during normal
business hours to inspect and make abstracts from such records. Pledgor shall
not change

                                       14
<PAGE>
its jurisdiction of incorporation or its name or establish a new location for
its chief executive office until (i) it shall have given to the Collateral Agent
not less than thirty (30) days prior written notice of its intention so to do,
clearly describing such new jurisdiction, name or location and providing such
other information in connection therewith as the Collateral Agent may
reasonably, request and (ii) with respect to such new jurisdiction, name or
location, it shall have taken all action, if any, reasonably satisfactory to the
Collateral Agent, to maintain the security interest of the Collateral Agent in
the Pledged Collateral intended to be granted hereby at all times fully
perfected, of first priority and in full force and effect.

            7.16. Payment of Taxes. Pledgor will, or will cause the Transaction
Parties to, timely pay and discharge or cause to be paid or discharged all
taxes, assessments and governmental charges or levies lawfully imposed upon it,
any of the Transaction Parties or upon any of their respective income or profits
or upon any of the Portfolio Assets or the Collateral and all such lawful claims
or obligations that, if unpaid, would become a Lien upon any Collateral whether
real or personal, the Pledged Collateral or upon any part thereof; provided,
that Pledgor or the applicable Transaction Party shall have the right to contest
in good faith the validity or amount of any such tax, assessment, charge, levy,
claim or obligation by proper proceedings, and may permit the taxes,
assessments, charges, levies, claims or obligations so contested to remain
unpaid during the period of such contest if: (a) the Pledgor or such Transaction
Party diligently prosecutes such contest in good faith and by appropriate
proceedings and for which Acceptable Reserves have been established; (b) during
the period of such contest, the enforcement of any contested item is effectively
stayed; (c) no Lien has been imposed on any of the Pledged Collateral consisting
of certificate securities, and (d) the failure to pay or comply with the
contested item could not reasonably be expected to result in a material adverse
effect on the Collateral.

            7.17. [Intentionally omitted.]

            7.18. Pledged Shares.

            (a) The Pledged Shares consist of the number and type of shares of
the Capital Stock of Holdco, as described in Annex A. All of the Pledged Shares
are certificated securities.

            (b) The Pledged Shares are, and along with any securities pledged in
substitution therefor or in addition thereto will be, duly and validly issued,
fully paid and nonassessable and duly and validly pledged hereunder in
accordance with all applicable Requirements of Law, and Pledgor warrants,
covenants and agrees to defend the Collateral Agent's right, title and interest
in and to the Pledged Shares and all other Pledged Collateral against the claims
and demands of all Persons whomsoever.

            (c) Pledgor is the record, legal and beneficial owner of, and has
good title to all of the Pledged Shares and all other Pledged Collateral
purported to be pledged and assigned by it hereunder, free and clear of all
Liens and other claims, security interests, mortgages, pledges and other
encumbrances of every nature whatsoever other than Liens created under this


                                       15
<PAGE>
Agreement, and it has the right to pledge the Pledged Shares and all other
Pledged Collateral as herein provided.

            (d) The Pledged Shares constitute, and any securities pledged in
substitution therefor, or in addition thereto shall as of the date hereof
constitute, and shall, except as otherwise permitted hereby or by the Credit
Agreements, at all times constitute, one hundred percent (100%) of all the
issued and outstanding Capital Stock of Holdco. Holdco does not have outstanding
(i) any securities convertible into or exchangeable for their Capital Stock or
(ii) any rights to subscribe for or to purchase, or any options for the purchase
of, or any agreement, or any options for the purchase of, or any agreement,
arrangements or understandings providing for the issuance of its Capital Stock.

            (e) Pledgor will not authorize the issuance by Holdco of any
additional membership or other ownership interests, certificates or stock of
Holdco, unless concurrently with such issuance all such membership or other
ownership interests, certificates or stock is owned by Pledgor and made subject
to the pledge of its interests hereunder. If Pledgor shall acquire (by purchase,
stock dividend or otherwise) any additional shares in Holdco at any time or from
time to time after the date hereof, Pledgor will forthwith pledge and deposit or
cause to be deposited such shares with the Collateral Agent and deliver or cause
to be delivered to the Collateral Agent certificates therefor, accompanied by
stock powers duly executed in blank by Pledgor, and will promptly thereafter
deliver to the Collateral Agent a certificate executed by any Responsible
Officer of Pledgor describing such shares and certifying that the same have been
duly pledged with the Collateral Agent hereunder.

            (f) Each certificate evidencing the Pledged Shares is, and any
security pledged in substitution therefor or in addition thereto will be, issued
in the name of Pledgor and each such certificate has been, or when issued will
then have been duly executed in blank or has, or when issued will then have,
attached thereto a stock power substantially in the form of Annex C duly signed
in blank by the appropriate officer of Pledgor. Each such stock power will give
the Collateral Agent the rights and authority it purports to give.

            (g) Upon receipt by the Collateral Agent of the stock certificates
representing the Pledged Shares (which either have been duly executed in blank
or have attached thereto stock powers substantially in the form of Annex C duly
signed in blank by the appropriate officer of Pledgor), the security interest
described in this Agreement will represent a valid and perfected first priority
lien on, and security interest in, the Pledged Collateral, in favor of the
Collateral Agent for the benefit of the Secured Parties.

            (h) Pledgor has not executed or authorized, and there does not
currently exist, any effective financing statement or other instrument similar
in effect that has been executed or authorized by Pledgor or, is on file in any
recording office, covering all or any part of Pledgor's interest in the Pledged
Collateral, except such as may have been filed pursuant to this Agreement or the
other Financing Documents, and, so long as any of the Secured Obligations remain
unpaid or any Commitments remain outstanding, Pledgor will not execute or
authorize to be filed in any public office any financing statement (or similar
statement or instrument of registration under the law of any jurisdiction) or
statements relating to the Pledged Collateral, except financing

                                       16
<PAGE>
statements filed or to be filed in respect of and covering the security
interests granted hereby by Pledgor. Upon the completion of all filings and
recordings described in Exhibit B, no filings or recordings (including under the
Uniform Commercial Code as adopted in the State of New York) will be necessary
to be made in order to perfect, protect and preserve the lien on and first
priority security interest in the Pledged Collateral created by this Agreement.

            (i) Pledgor will not hereafter sell, assign (by operation of law or
otherwise) or otherwise dispose of any of the Pledged Collateral, or create or
permit to exist any Lien, security interest or other charge, encumbrance or
other security arrangement upon or with respect to, any of the Pledged
Collateral (other than Liens created under this Agreement), until the Secured
Obligations are indefeasibly paid or otherwise discharged in full.

            (j) None of the Pledged Shares constitutes margin stock, as defined
in Regulation U of the Board of Governors of the Federal Reserve System.

            (k) This Agreement creates a valid security interest in the Pledged
Collateral purported to be pledged and assigned by Pledgor hereunder securing
the payment of the Secured Obligations.

            (l) The security interest created by this Agreement in the Pledged
Collateral described in Section 3 hereof has been, and will be, registered in
the name of the Collateral Agent in the register maintained for such purpose at
the chief executive office and principal place of business of Holdco, as
applicable, and, to the extent that such Pledged Collateral is not certified in
accordance with Section 7.18(e) or otherwise constitutes "uncertificated
securities" (as defined in the Uniform Commercial Code as in effect in the State
of Delaware (the "Delaware UCC")), such security interest is perfected under the
Delaware UCC and, as so perfected, is a first priority security interest.

            (m) No part of the Pledged Collateral is subject to the terms of any
agreement restricting the sale or transfer of such Pledged Collateral, except
for the Operating Agreement and the Financing Documents.

            7.19. Bankruptcy. (a) Proceedings. Pledgor will not file a voluntary
petition or otherwise initiate proceedings or join any other Person in
instituting proceedings to have any of the Transaction Parties adjudicated
bankrupt or insolvent, or to seek liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of any of the
Transaction Parties or any of their respective debts under any laws relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for any of the Transaction Parties or for
any substantial part of any of their respective property, or consent to any
voluntary commencement by any of the Transaction Parties of any such proceeding,
or consent to the institution of bankruptcy or insolvency proceedings against
any of the Transaction Parties, or file a petition seeking or consenting to
reorganization or relief of any of the Transaction Parties as debtor under any
applicable federal or state law relating to bankruptcy, insolvency, or other
relief for debtors with respect to any of the Transaction Parties; or seek or
consent to the appointment of any trustee, receiver, conservator, assignee,
sequestrator, custodian, liquidator (or other

                                       17
<PAGE>
similar official) of any of the Transaction Parties or of all or any substantial
part of the properties and assets of any of the Transaction Parties, or make any
general assignment for the benefit of creditors of any of the Transaction
Parties, or admit in writing the inability of any of the Transaction Parties to
pay its debts generally as they become due or declare or effect a moratorium on
the debt of any of the Transaction Parties or take any action in furtherance of
any action.

            (b) Agreement Not to Seek Substantive Consolidation. Pledgor agrees
that it will not, in any bankruptcy proceeding where Pledgor is the debtor, or
in any other bankruptcy proceeding of any of the Transaction Parties, file any
motion, or support any motion filed by any other party in interest, seeking (a)
to substantively consolidate any of the Transaction Parties with Pledgor or any
other Subsidiary of Pledgor or (b) to take such other actions as would cause any
of the Transaction Parties to breach any of the terms or conditions contained in
Section 6.10 of each of the Credit Agreements or Sections 12(f) and 12(h) of the
OPNY GP Partnership Interest Pledge Agreement and the OPMW GP Partnership
Interest Pledge Agreement, as applicable. Pledgor agrees that the Lenders have
relied on this Agreement in order to provide the consent to the issuance of the
Notes and that each such Lender would not have provided such consent without
Pledgor's agreement to the foregoing.

            7.20. Independent Analysis. Pledgor has, independently and without
reliance upon the Collateral Agent and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement.

            7.21. Reliance by Lenders. Pledgor acknowledges that in providing
the Advances to the Borrowers under the Credit Agreements, the Lenders have
relied and will rely on Pledgor remaining a separate legal entity and that none
of the Transaction Parties would be substantively consolidated with Pledgor in
any bankruptcy proceeding of Pledgor. Pledgor acknowledges and agrees that it
would be inequitable for the bankruptcy court in any bankruptcy proceeding of
Pledgor to substantively consolidate any of the Transaction Parties with
Pledgor.

            7.22. Governing Documents. Pledgor will cause each of the
Transaction Parties to abide by the terms of their respective Governing
Documents and Pledgor shall not take any action inconsistent therewith.

            7.23. Financial Compliance. (a) As soon as available, but in any
      event, within 60 days after the end of each fiscal quarter of Pledgor,
      Pledgor shall deliver to the Collateral Agent the unaudited consolidated
      balance sheet of the Pledgor and its Subsidiaries as at the end of each
      such quarter and the related unaudited statement of income and cash flows
      for such quarter and the portion of the fiscal year through the end of
      each such quarter, prepared in accordance with GAAP, certified by a
      Responsible Officer of Pledgor as being fairly stated in all material
      respects;

            (b) As soon as available, but in any event, within 120 days after
      the end of each fiscal year of Pledgor, Pledgor shall deliver to the
      Collateral Agent the consolidated balance sheet of Pledgor and its
      Subsidiaries as at the end of such year and the related statement of
      income and cash flows and a statement of sources and uses of all funds for


                                       18
<PAGE>
      such year, prepared in accordance with GAAP and audited by Deloitte &
      Touche LLP or any other independent certified public accountants of
      recognized standing in the United States of America reasonably
      satisfactory to the Collateral Agent and setting forth in each case in
      comparative form the figures for the previous year, and a certificate as
      to compliance with the Financing Documents;

            (c) Each time the financial statements of Pledgor are delivered
      under this Section 7.23, a certificate signed by a Responsible Officer of
      Pledgor shall be delivered along with such financial statements,
      certifying that such Responsible Officer has made or caused to be made a
      review of the transactions and financial condition of Pledgor during the
      relevant fiscal period and that such review has not, to the best of such
      Responsible Officer's knowledge, disclosed the existence of any event or
      condition which constitutes a Default or an Event of Default under any
      Financing Document to which Pledgor is a party, or if any such event or
      condition existed or exists, the nature thereof and the corrective actions
      that the Pledgor has taken or proposes to take with respect thereto, and
      also certifying that Pledgor is in compliance in all material respects
      with its obligations under the Financing Documents to which it is a party
      or, if such is not the case, stating the nature of such non-compliance and
      the corrective actions which the Pledgor has taken or proposes to take
      with respect thereto; and

            (d) Pledgor shall deliver, or cause Holdco to deliver on Pledgor's
      behalf, to the Collateral Agent as and when required by the Holdco Deposit
      Account Agreement, calculations of, and financial reports supporting
      calculations of, (i) OPH Net Cash Flows, (ii) Scheduled Indenture Debt
      Service Deposit Amount, (iii) Scheduled Indenture Debt Service Payment
      Amount, (iv) the Indenture Payment Offset Amount and (v) any other
      financial information required to be delivered pursuant to the terms and
      conditions of the Holdco Deposit Account Agreement.

            7.24. Indenture Payment Reserve Shortfall. In the event of an
Indenture Payment Reserve Shortfall in connection with which Holdco certifies
that Pledgor will deposit the amount of such shortfall, Pledgor shall cause the
Indenture Payment Reserve Shortfall Deposit amount to be deposited into the
Holdco Indenture Debt Service Reserve Account in accordance with the terms and
conditions of the Holdco Deposit Account Agreement.

            7.25. Conditions Precedent. There are no conditions precedent to the
effectiveness of this Agreement that have not been satisfied or waived.

            8. Voting Rights; Distributions, Etc. (a) Pledgor shall not be
entitled to receive any payments or other distributions receivable by it under
the Operating Agreement except as expressly provided in the Holdco Deposit
Account Agreement. Unless and until an Event of Default shall have occurred and
be continuing and Pledgor shall have been notified by the Collateral Agent of
the Secured Parties' written election to exercise remedies hereunder, but,
subject nevertheless, at all times to the restrictions imposed by the terms and
conditions of the Credit Agreement, Pledgor shall be entitled to exercise any
and all management, voting and other membership rights with respect to any
Pledged Collateral, including any securities pledged in substitution therefor or
in addition thereto for any purpose, and in any manner, not inconsistent

                                       19
<PAGE>
with the terms of this Agreement or any other Financing Document; provided,
however, no vote shall be cast or any consent, waiver or ratification given or
any action taken which would violate or be inconsistent with any of the terms of
this Agreement, the Credit Agreements or another Financing Document, and
provided, further, that, that Pledgor shall not exercise, or refrain from
exercising, any such voting and other rights if it could reasonably be
anticipated that such action or inaction would have an adverse effect on the
creation, attachment, perfection, or priority of the security interests herein
granted in the Pledged Collateral to the Collateral Agent (or any part thereof).
Upon Pledgor's receipt of a notice in accordance with the first sentence of this
Section 8, and during the continuance of an Event of Default, all such rights of
Pledgor to vote and to give consents, waivers and ratifications shall be
exercisable solely by the Collateral Agent in accordance with Section 9.

            (b) Pledgor shall not be entitled to receive any cash or non-cash
dividends or distributions otherwise payable in respect of the Pledged Shares,
except cash distributions expressly permitted pursuant to the terms and
conditions of the Holdco Deposit Account Agreement. Non-cash dividends or
distributions, and dividends and distributions paid or payable in cash in
respect of any such Pledged Collateral, in connection with a partial or total
liquidation or dissolution of Holdco, shall be, and shall be promptly delivered
to the Collateral Agent to hold as Pledged Collateral and shall, if received by
Pledgor, be received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of Pledgor and be forthwith
delivered to the Collateral Agent as Pledged Collateral in the same form as so
received (with any necessary endorsement or assignment). The Collateral Agent
shall also be entitled at all times to receive directly, and to retain as part
of the Pledged Collateral all other or additional stock or other securities or
property (including cash) issued paid or distributed for any reason in respect
of the Pledged Shares or other Pledged Collateral.

            (c) Subject to the terms and conditions of the Holdco Deposit
Account Agreement, upon the occurrence and during the continuance of an Event of
Default and immediately upon Pledgor's receipt of written notice from the
Collateral Agent that the Collateral Agent intends to act pursuant to this
clause (c), all rights of Pledgor to exercise or refrain from exercising the
voting and other consensual rights which it would otherwise be entitled to
exercise shall thereupon become exercisable by the Collateral Agent, acting in
good faith, who shall have the sole right to exercise or refrain from exercising
such voting and other consensual rights unless and until such Event of Default
ceases to exist.

            9. Remedies Upon Default. If an Event of Default shall have occurred
and be continuing, the Collateral Agent, acting pursuant to and in accordance
with the terms and conditions of the Intercreditor Agreement and the direction
of the Required Lenders, shall be entitled to exercise any and all rights,
powers and remedies vested in the Collateral Agent (whether vested in it by this
Agreement, the Credit Agreements or any other Financing Document or by law) for
the protection and enforcement of its rights in respect of the Pledged
Collateral and, without limitation of the foregoing, may cause all or any of the
Pledged Shares or other Pledged Collateral to be transferred into its name or
that of a nominee or nominees, and Pledgor shall, upon the request of the
Collateral Agent, execute such additional instruments and documents as are
necessary to effect such transfer.



                                       20
<PAGE>
            (a) In addition, if an Event of Default shall have occurred and be
continuing, the Collateral Agent, acting pursuant to and in accordance with the
terms and conditions of the Intercreditor Agreement and the direction of the
Required Lenders without being required to give any notice to Pledgor or Holdco
(except in respect of actions taken pursuant to Section 9(a)(i) or Section
9(a)(ii), shall be entitled to exercise the following rights, which, Pledgor
agrees, are commercially reasonable:

                  (i) to exercise any and all voting rights with respect to the
            Pledged Shares and other Pledged Collateral, including the
            appointment and removal of any proxy or proxies or substitute or
            substitutes;

                  (ii) to receive and retain, as collateral security for the
            Secured Obligations, any and all dividends at any time and from time
            to time declared or paid upon any of the Pledged Shares and other
            Pledged Collateral otherwise payable to Pledgor;

                  (iii) to accept rights issues;

                  (iv) to prove in any liquidation or scheme of arrangement or
            any other composition or arrangement with or for creditors whether
            secured or unsecured and whether formed pursuant to the order of any
            court or otherwise, and to give any consent on behalf of Pledgor in
            relation thereto;

                  (v) to attend meetings of creditors and vote;

                  (vi) to compromise claims in relation to or arising out of the
            Pledged Collateral;

                  (vii) to give sufficient receipts and discharges for all
            monies to which Pledgor is or may become entitled in respect of the
            Pledged Collateral or any part thereof or which shall come into the
            hands of the Collateral Agent, which receipts and discharges shall,
            to the maximum extent permitted by Requirements of Law, exonerate
            the Collateral Agent from all liability to see to the application
            thereof or from being answerable for the loss or misapplication
            thereof;

                  (viii) to execute any documents which it may consider
            expedient, in good faith, in relation to the foregoing as it shall
            in its absolute discretion determine (but without any obligation to
            consult with Pledgor) in relation to any exercise of any such right,
            power or privilege; and

                  (ix) to institute, prosecute and defend any proceedings in any
            court or tribunal in respect of any act or transaction referred to
            in this Section 9(a).

            (b) Without obligation to resort to other security or marshal assets
for disposition in any particular order or priority whatsoever, the Collateral
Agent shall have the right at any time and from time to time upon the occurrence
and during the continuance of an Event of Default to sell, resell, assign and
deliver, all or any of the Pledged Shares or other

                                       21
<PAGE>
Pledged Collateral, in one or more parcels at the same or different times, and
all rights, titles and interests, claims and demands therein and right of
redemption thereof, on any securities exchange on which the Pledged Shares, any
security pledged in substitution therefor or in addition thereto or any of them
may then be listed, or at public or private sale, for cash, upon credit or for
future delivery, and at such price or prices, on such terms as the Secured
Parties (acting pursuant to the Credit Agreements) may determine and in
compliance with such conditions as the Secured Parties (acting pursuant to the
Credit Agreements) may in their absolute discretion deem advisable, provided
such sale is conducted in a commercially reasonable manner in accordance with
applicable law. Pledgor hereby agrees that upon such sale, any and all equity or
right of redemption, stay or approval of Pledgor shall be automatically waived
and released without any further action on the part of Pledgor, all without
either demand, advertisement or notice (except as required by Requirements of
Law), all of which (to the extent permitted by Requirements of Law) are hereby
expressly waived by Pledgor.

            (ii) In the event of any such sale, the Collateral Agent shall, at
least ten (10) Business Days before the sale, give Pledgor notice of its
intention to sell except that, if any Secured Party shall determine, in its sole
discretion, that any of the Pledged Shares or other Pledged Collateral threatens
to decline quickly in value or to become worthless, any such sale may be made
upon three days' notice to Pledgor.

            (iii) The Collateral Agent agrees that upon the indefeasible payment
and performance in full of the Secured Obligations and the termination of all
Commitments, prior to any such sale, such sale shall be cancelled.

            (iv) Upon each such sale, the Collateral Agent or any other Secured
Party may purchase all or any of the Pledged Shares or other Pledged Collateral
being sold, free from any equity or right of redemption, which upon each such
sale shall, to the extent permitted by Requirements of Law, be waived and
released.

            (v) The proceeds of each such sale shall be applied by the
Collateral Agent as provided in Section 12.

            (vi) For the purposes of this Section 9(b), an agreement to sell any
or all of the Pledged Shares or other Pledged Collateral entered into during the
continuation of any Event of Default shall, to the extent permitted by
Requirements of Law, be treated as a sale thereof, and the Collateral Agent
shall be free to carry out such sale pursuant to such agreement and Pledgor
shall not be entitled to the return of any of the Pledged Shares or other
Pledged Collateral subject thereto notwithstanding the fact that, after the
Collateral Agent shall have entered into any such agreement, the Secured
Obligations shall have been paid in full.

            (vii) The Collateral Agent shall not be obligated to make any sale
of the Pledged Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of the Pledged Collateral may have been given.

            (viii) The Collateral Agent, may without notice, adjourn any public
or private sale or cause the same to be adjourned from time to time by
announcement at the time and place

                                       22
<PAGE>
fixed for sale, and such sale may, without further notice, be made at the time
and place to which the same was so adjourned.

            (ix) In case sale of all or any part of the Pledged Collateral is
made on credit or for future delivery, the Pledged Collateral so sold may be
retained until the sale price is paid by the purchaser or purchasers thereof,
but the Collateral Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Pledged Collateral
so sold and, in case of any such failure, such Pledged Collateral may be sold
again upon like notice.

            (x) Neither the Collateral Agent nor any other Secured Party shall
be liable for failure to collect or realize upon any or all of the Pledged
Collateral or for any delay in so doing nor shall any of them be under any
obligation to take any action whatsoever with regard thereto.

            (xi) Upon any sale of the Pledged Collateral by the Collateral Agent
hereunder (whether by virtue of the power of sale herein, granted, pursuant to
judicial process or otherwise), the receipt of the Collateral Agent or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Pledged Collateral so sold, and such purchaser or purchasers
shall not be obligated to see to the application of any part of the purchase
money paid over to the Collateral Agent or such officer or be answerable in any
way for the misapplication or nonapplication thereof.

            (xii) As an alternative to exercising the power of sale herein
conferred upon it, the Collateral Agent may proceed by a suit or suits at law or
in equity to foreclose this Agreement and to sell the Pledged Collateral, or any
portion thereof, pursuant to a judgment or decree of a court or courts of
competent jurisdiction.

            (c) The Collateral Agent shall have the right, for and in the name,
place and stead of Pledgor, to execute endorsements, assignments or other
instruments of conveyance or transfer with respect to all or any of the Pledged
Shares and other Pledged Collateral in connection with any sale thereof in
accordance with Section 9(a) or (b).

            10. Remedies Cumulative: Indemnification of the Collateral Agent and
the Other Secured Parties. (a) No failure or delay on the part of the Collateral
Agent or any Secured Party in exercising any right, power or privilege hereunder
or under any other Financing Document and no course of dealing between Pledgor
and the Collateral Agent or any Secured Party shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege
hereunder or under any other Financing Document preclude any other or further
exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights, powers and remedies herein or in any other
Financing Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which the Collateral Agent or any Secured Party would
otherwise have. No notice to or demand on Pledgor in any case shall entitle
Pledgor to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Collateral Agent or
any Secured Party to any other or further action in any circumstances without
notice or demand.



                                       23
<PAGE>
            (b) Pledgor hereby agrees to indemnify and hold harmless the
Collateral Agent and each other Secured Party from and against any loss,
liability or expense (including reasonable fees and disbursements of counsel for
the Collateral Agent and each other Secured Party) which may be incurred by the
Collateral Agent or any other Secured Party (except as a result of the gross
negligence or willful misconduct of any Secured Party) as a result of or in
connection with:

                  (i) any failure of Pledgor to fulfill its obligations under
            this Agreement, upon demand by the Collateral Agent, including costs
            and expenses of enforcement of any obligation of Pledgor to make any
            such payment hereunder and any other obligation, covenant or
            agreement of Pledgor hereunder,

                  (ii) the enforcement, discharge, improvement and protection of
            the interest of the Collateral Agent hereby created;

                  (iii) the exercise or attempted exercise of any right,
            authority, power or remedy conferred on the Collateral Agent under
            or by virtue of this Agreement, or by statute, and

                  (iv) the assisting or defending of any right, title or
            interest of Pledgor or the Collateral Agent or any other Secured
            Party in connection with the Pledged Collateral.

            11. Obligations Absolute. (a) The obligations of Pledgor hereunder
shall not be altered or affected by the validity, regularity or enforceability
of any provision of the Credit Agreements or any other Transaction Document, any
compromise, alteration, amendment, modification, extension, renewal, release or
other chance of, or any waiver, consent or other action in respect of, any of
the terms, covenants or conditions of any of such agreements, the recovery of
any judgment against any Person or any action to enforce the same, any failure
or delay in the enforcement of the obligations of the Borrowers under any of the
Financing Documents or any other circumstances. Pledgor hereby expressly and
irrevocably, waives all defenses, setoffs, counterclaims, recoupments,
terminations or impairments whether arising hereunder or otherwise. Pledgor
hereby covenants that this Agreement shall not be discharged except by payment
and performance in full of the Secured Obligations.

            (b) Without limiting the generality of the foregoing, the
obligations of Pledgor hereunder and the rights of the Collateral Agent to
enforce the same by proceedings whether by action at law, suit in equity or
otherwise, shall not be in any way affected by (x) any insolvency, bankruptcy,
liquidation, reorganization, readjustment, composition, dissolution, winding up
or other proceeding, involving or affecting the Borrowers, the Companies,
Pledgor or any other Person or (y) any change in the ownership of the Borrowers,
the Companies, Pledgor or any other Person. To the fullest extent permitted by
law, Pledgor releases and waives any legal or equitable defenses to the
enforceability of its obligations hereunder, and Pledgor agrees that its
obligations shall be absolute and unconditional and shall not be affected or
discharged by any circumstance, act or event except the indefeasible payment in
full of the Secured Obligations and

                                       24
<PAGE>
termination of all Commitments under each of (and as defined in each of) the
OPNY Credit Agreement and the OPMW Credit Agreement, including the following:

                  (i) the exchange, sale or release of any security for the
            Secured Obligations;

                  (ii) the failure to enforce any guaranty or security given or
            promised by any other Person or the waiver, compromise or release of
            such other guaranty or security;

                  (iii) the extension of time for the performance of any
            obligations in respect of the Secured Obligations or Pledgor's
            obligations hereunder; or

                  (iv) the failure to give notice to Pledgor of any nonpayment
            or other breach in respect of the Secured Obligations.

            (c) Pledgor hereby expressly and irrevocably waives notice of
acceptance of this Agreement, notice of any liability to which it may apply,
presentment, demand, protest, notice of dishonor, non-payment, or
nonperformance, any proceeding to enforce any provision of any Transaction
Document and any right to require a proceeding prior to payment hereunder
against the Borrowers or any other Person.

            12. Application of Proceeds. Notwithstanding any other provision of
this Agreement, all payments made under or in connection with, or proceeds
realized from, the Operating Agreement, the Pledged Shares, or otherwise in
respect of the Pledged Collateral and received by the Collateral Agent hereunder
shall be applied in whole or in part by the Collateral Agent against all or any
part of the Secured Obligations in accordance with the terms of the Holdco
Deposit Account Agreement and the Intercreditor Agreement.

            13. Purchasers of Pledged Collateral. Upon any sale of the Pledged
Collateral by the Collateral Agent hereunder (whether by virtue of the power of
sale herein, granted, pursuant to judicial process or otherwise), the receipt of
the Collateral Agent or the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Pledged Collateral so sold, and
such purchaser or purchasers shall not be obligated to see to the application of
any part of the purchase money paid over to the Collateral Agent or such officer
or be answerable in any way for the misapplication or nonapplication thereof.

            14. Continuing Obligation. This Agreement is a continuing obligation
of Pledgor and shall (a) be binding upon Pledgor, and upon the successor and
assigns of Pledgor, (b) inure to the benefit of and be enforceable by the
Collateral Agent and the other Secured Parties and their respective successors
and assigns and (c) remain in full force and effect until no OPNY Lender shall
have any OPNY Commitment outstanding and no OPMW Lender shall have any OPMW
Commitment outstanding and until the OPNY Notes and the OPMW Notes, together
with interest, and all other Secured Obligations are indefeasibly paid in full
in cash.

            15. Collateral Agent. (a) Bank of America, N.A. (or any successor)
has been appointed by the Secured Parties to act as the Collateral Agent
hereunder. The Collateral Agent



                                       25
<PAGE>
is hereby appointed, which appointment is irrevocable and coupled with an
interest, the attorney-in-fact of Pledgor for the purpose of carrying out the
provisions hereof and taking any action and executing any instruments which the
Collateral Agent may deem necessary or advisable to accomplish the purposes
hereof and to do all acts and things which under any of the covenants and
agreements herein contained or implied ought to be done by Pledgor or which the
Collateral Agent is hereby or by virtue hereof or by statute authorized or
empowered to do.

            (b) The powers conferred on the Collateral Agent hereunder are
solely to protect its interest in the Pledged Collateral and shall not impose
any duty upon it to exercise any such powers. Except for the safe custody of any
Pledged Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Collateral Agent shall have no duty as to any
Pledged Collateral or as to the taking of any necessary steps to preserve rights
against prior parties or any other rights pertaining to any Pledged Collateral
and no such duties shall be implied as arising hereunder.

            16. Waiver of Subrogation. Without limiting the generality of the
foregoing, while this Agreement is in effect, Pledgor hereby irrevocably waives
(a) any rights which it may acquire by way of subrogation under this Agreement,
whether such subrogation rights arise by any payment made hereunder or any
set-off or application of funds of Pledgor by the Collateral Agent or otherwise,
and (b) any right of reimbursement or contribution against any of the
Transaction Parties or any other security or guarantee or right of offset held
by the Collateral Agent therefor. If, notwithstanding the preceding sentence,
any amount shall be paid to Pledgor on account of any subrogation rights in
connection with this Agreement at any time when any OPNY Lender shall have any
OPNY Commitment outstanding and any OPMW Lender shall have any OPMW Commitment
outstanding and the OPNY Notes and the OPMW Notes, together with interest, and
all other Secured Obligations shall not have been paid in full, such amount
shall be held by Pledgor in trust for the Collateral Agent for the benefit of
the Secured Parties, segregated from other funds of Pledgor, and shall,
forthwith upon receipt by Pledgor, be turned over to the Collateral Agent in the
exact form received by Pledgor (duly endorsed by, Pledgor to the Collateral
Agent, if required), to be applied as provided in Section 12.

            17. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto and shall inure to the benefit of the Secured
Parties and their respective successors and assigns; provided, that, Pledgor may
not assign or transfer any of its rights or obligations hereunder without the
prior written consent of each of the Lenders. The Collateral Agent may transfer,
assign or grant its rights hereunder in connection with an assignment or
transfer of all or any part of its interest in and rights under the Credit
Agreements.

            18. Severability. If any term or provision hereof or the application
thereof to any circumstance shall, in any jurisdiction and to any extent, be
invalid or unenforceable, such term or provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions
hereof or the application of such term or provision to circumstances other than
those as to which it is held invalid or unenforceable. To the extent permitted
by applicable law, the

                                       26
<PAGE>
parties hereto hereby waive any provision of law which renders any term or
provision invalid or unenforceable in any respect.

            19. Notices. All notices hereunder, unless otherwise specified,
shall be given in the manner provided for in Section 9.01 of the Credit
Agreement, and shall be given to such party at its address or telecopy number
set forth on the signature page hereof or at any address or telecopy number
which such party shall have specified.

            20. Headings Descriptive, Etc.. The section and subsection headings
used in this Agreement, and the Table of Contents are for convenience only and
shall not affect the construction of this Agreement.

            21. Governing Law; Submission to Jurisdiction.

            (a) THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY SUCH
REQUIREMENT OF LAW THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO
THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION ARE MANDATORILY APPLICABLE AND
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. UNLESS
OTHERWISE DEFINED HEREIN OR IN THE CREDIT AGREEMENTS, TERMS USED IN ARTICLE 9 OF
THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE STATE OF NEW YORK ARE USED HEREIN
AS THEREIN DEFINED. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN PLEDGOR AND EACH SECURED
PARTY IN CONNECTION WITH THIS AGREEMENT AND THE OTHER OPNY FINANCING DOCUMENTS
AND OPMW FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

            (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, PLEDGOR AND EACH
SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER OPNY FINANCING DOCUMENTS AND OPMW
FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN NEW
YORK, NEW YORK, BUT PLEDGOR AND EACH SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK,
NEW YORK. PLEDGOR WAIVES IN ALL DISPUTES ANY

                                       27
<PAGE>
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

            (c) PLEDGOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT, TO
THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST
PLEDGOR OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD
FAITH TO ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. PLEDGOR
WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY
SECURED PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS.

            (d) PLEDGOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

            (e) PLEDGOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED
AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW
YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF PLEDGOR TO RECEIVE
FOR AND ON BEHALF OF PLEDGOR SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS
IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED
ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO PLEDGOR AT ITS ADDRESS IN
ACCORDANCE WITH SECTION 19. PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO PLEDGOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE
DATE OF RECEIPT THEREOF.

            (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (ii)
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION, IN EITHER CASE SOLELY AS PERMITTED IN SUBSECTION (c) OF THIS
SECTION 21.

            22. Survival of Agreements. All agreements, statements,
representations and warranties made by Pledgor herein or in any certificate or
other instrument delivered by Pledgor or on its behalf under this Agreement
shall be deemed to have been relied upon by the Secured

                                       28

<PAGE>
Parties and shall survive the execution and delivery of this Agreement, the
Credit Agreements, the other Transaction Documents regardless of any
investigation made by the Secured Parties or on their behalf.

            23. Termination. On the date of the termination of Pledgor's
obligations hereunder as contemplated by Section 14(c) hereof, this Agreement
shall (except for the provisions of Section 10(b)) terminate, and the Collateral
Agent, at the written request and expense of Pledgor, will promptly execute and
deliver the proper instruments acknowledging the satisfaction and termination of
this Agreement, and will promptly duly assign, transfer and deliver to Pledgor
(without recourse and without any representation or warranty) free from any Lien
granted hereunder all of the Pledged Shares and other Pledged Collateral which
has previously been delivered to the Collateral Agent, in accordance with the
Intercreditor Agreement or, if the OPMW Second Lien Documents shall have
terminated pursuant to the terms thereof, to the Pledgor, except for any which
has been sold or otherwise applied or released pursuant to this Agreement.

            24. Execution of Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original but all of
which shall together constitute one and the same instrument.

            25. Amendment; Waiver. No amendment or waiver of any provision of
this Agreement shall be effective unless the same shall be undertaken and
accomplished in accordance with the requirements of each Section 9.02 of the
Credit Agreements, as applicable. No delay on the part of any Secured Party in
the exercise of any right, power or remedy shall operate as a waiver thereof,
nor shall any single or partial waiver by such Secured Party of any right, power
or remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy.

            26. Further Assurances. (a) Pledgor hereby agrees, at its own
expense, to execute and deliver, from time to time, any and all further or other
instruments and to perform such acts as the Collateral Agent or any other
Secured Party may reasonably request to effect the purposes of this Agreement
and to secure to the Collateral Agent and the other Secured Parties the benefits
of all rights, powers and remedies conferred upon the Collateral Agent by the
terms of this Agreement. Without limiting the generality of the foregoing,
Pledgor (i) will execute and file such financing or continuation statements, or
amendments thereto, and such other instruments or notices, as may be necessary,
or as the Collateral Agent may reasonably request, in order to perfect and
preserve the assignment, hypothecation and security interest granted or
purported to be granted hereby; and (ii) will, and will cause Holdco to mark
conspicuously, at the request of the Collateral Agent, each of its records
pertaining to the Pledged Collateral with a legend, in form and substance
satisfactory to the Collateral Agent, indicating that the Operating Agreement
and such chattel paper have been assigned and are subject to the security
interest pursuant hereto. If any Pledged Collateral is evidenced by an
uncertificated security, Pledgor shall promptly notify the Collateral Agent
thereof and shall promptly take all actions required to perfect the security
interest in such uncertificated security of the Collateral Agent under


                                       29
<PAGE>
applicable law (including under the Uniform Commercial Code as adopted in any
appropriate jurisdiction).

            (b) Pledgor hereby further authorizes the Collateral Agent to file
one or more financing or continuation statements, and amendments thereto,
relative to all or any part of the Pledged Collateral without the signature of
Pledgor where permitted by law. A photocopy or other reproduction of this
Agreement or any financing statement covering the Pledged Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.

            27. Applicability of the Credit Agreement. Notwithstanding any other
provision of this Agreement, in connection with its obligations hereunder the
Collateral Agent has all of the rights, powers, privileges, exculpations,
protections, and indemnities as are provided for or referred to in the Credit
Agreements and the Intercreditor Agreement.

            28. Limitation on Recourse. The obligations of Pledgor hereunder are
obligations solely of Pledgor and shall not constitute a debt or obligation of
any direct or indirect partner or shareholder of Pledgor or any of their
respective directors, officers, agents or employees (each such Person, a
"Non-Recourse Party"). No Non-Recourse Party shall be liable for any amount
payable by Pledgor under this Agreement and the Secured Parties shall not seek a
money judgment or deficiency or personal judgment against any Non-Recourse Party
for payment of the indebtedness payable by Pledgor evidenced by this Agreement.
No property or assets of any Non-Recourse Party, other than as contemplated in
the Financing Documents, shall be sold, levied upon or otherwise used to satisfy
any judgment rendered in connection with any action brought against Pledgor with
respect to this Agreement or the other Financing Documents. The foregoing
acknowledgements, agreements and waivers shall be enforceable by any
Non-Recourse Party. Notwithstanding the foregoing, nothing in this Section 28
shall limit or affect or be construed to limit or affect the obligations and
liabilities of any Transaction Party or any other Non-Recourse Party (a) in
accordance with the terms of any Financing Document or other Transaction
Document creating such liabilities and obligations to which such Transaction
Party or Non-Recourse Party is a party, (b) arising from liability pursuant to
any applicable Requirement of Law for such Transaction Party's or such
Non-Recourse Party's fraudulent actions, knowing misrepresentations or willful
misconduct or (c) with respect to amounts distributed to it in violation of each
Section 6.10 of the Credit Agreements.

                  [Remainder of page intentionally left blank.]

                                       30
<PAGE>
      IN WITNESS WHEREOF, this Membership Interest Pledge Agreement has been
executed and delivered as of the date and year first above written.

                               ORION POWER HOLDINGS, INC.,
                               as Pledgor

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

                               Address:   1111 Louisiana Street
                                          Houston, TX 77002
                                          Attn:  Senior Vice President - Finance
                               Telephone: (713) 207-3160
                               Telecopy:  (713) 207-0988

                               With a copy to:
                               Address:   1111 Louisiana Street
                                          Houston, TX 77002
                                          Attn:  General Counsel
                               Telephone: (713) 207-7265
                               Telecopy:  (713) 393-0140


                               BANK OF AMERICA, N.A., as
                               Collateral Agent


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

                               Address:   101 North Tryon Street
                                          NC1-001-08-19
                                          Attn:  Laura S. Ryan
                               Telecopy:  (704) 386-3324
<PAGE>
                                                                      ANNEX A TO
                                                             MEMBERSHIP INTEREST
                                                                PLEDGE AGREEMENT

                               MEMBERSHIP INTEREST


Orion Power Capital, LLC
<PAGE>
                                                                      ANNEX C TO
                                                             MEMBERSHIP INTEREST
                                                                PLEDGE AGREEMENT



                              [FORM OF STOCK POWER]


                                                         S.S. OR TAX I.D. NUMBER

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

      For value received, the undersigned hereby sells, assigns and transfers
unto:


                        (Enter name of transferee above)
--------------------------------------------------------------------------------


            [ ] shares of [common stock] [membership interests] (the "Shares"),
            of [Orion Power Capital, LLC] (the "Company") represented by
            certificate number [ ], inclusive, standing in the name of the
            undersigned on the books of said company

and does hereby irrevocably constitute and appoint Bank of America, N.A., as
Collateral Agent, to transfer the said Shares on the books of the Company with
full power of substitution in the premises.

      IN WITNESS WHEREOF, the undersigned has caused this Stock Power to be
signed as this      day of           , 20   .
               ----        ----------    ---

                                    By:
                                       --------------------------------
                                    Name:
                                         ------------------------------
                                    Title:
                                          -----------------------------
<PAGE>
                                   STOCK POWER


                                                         S.S. OR TAX I.D. NUMBER

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

For value received, the undersigned hereby sells, assigns and transfers unto:


                        (Enter name of transferee above)


            [ ] shares of [common stock] [membership interests] (the "Shares"),
            of [Orion Power Capital, LLC] (the "Company") represented by
            certificate number [ ], inclusive, standing in the name of the
            undersigned on the books of said company

and does hereby irrevocably constitute and appoint Bank of America, N.A., as
Collateral Agent, to transfer the said Shares on the books of the Company with
full power of substitution in the premises.

      IN WITNESS WHEREOF, the undersigned has caused this Stock Power to be
signed as this      day of           , 20   .
               ----        ----------    ---

                                    ORION POWER HOLDINGS, INC.



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




<PAGE>
                                                                  EXHIBIT I-2 TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

                                    [FORM OF]

                             STOCK PLEDGE AGREEMENT

                                     made by

                            ORION POWER CAPITAL, LLC

                                       to

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent

                         Dated as of : October 28, 2002
<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<S>           <C>                                                           <C>
SECTION 1.    Definitions:  Construction.....................................2

SECTION 2.    Pledge; Assignment; Grant of Security Interest.................3

SECTION 3.    Security for Secured Obligations...............................5

SECTION 4.    No Subrogation.................................................5

SECTION 5.    Delivery of Collateral.........................................5

SECTION 6.    Reinstatement..................................................5

SECTION 7.    Representations and Warranties.................................6

SECTION 8.    Further Assurances.............................................9

SECTION 9.    Voting Rights; Distributions, Etc.............................10

SECTION 10.   Place of Organization; Place of Perfection; Records...........11

SECTION 11.   Covenants.....................................................11

SECTION 12.   Administrative Agent..........................................15

SECTION 13.   Administrative Agent May Perform..............................16

SECTION 14.   Duties of the Administrative Agent, Pledgor, the
              Companies and the Borrower Entities...........................16

SECTION 15.   Remedies......................................................16

SECTION 16.   Application of Proceeds.......................................20

SECTION 17.   Remedies Cumulative...........................................20

SECTION 18.   Discontinuance of Proceedings.................................20

SECTION 19.   Indemnity and Expenses........................................21

SECTION 20.   Waiver, Amendment; Severability...............................21

SECTION 21.   Security Interest Absolute....................................21

SECTION 22.   Addresses for Notices.........................................22
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                         <C>
SECTION 23.   Successors and Assigns........................................23

SECTION 24.   Termination; Release..........................................23

SECTION 25.   Headings Descriptive, Etc.....................................23

SECTION 26.   GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE...........23

SECTION 27.   Execution in Counterparts.....................................25

SECTION 28.   Limitation of Recourse........................................25
</TABLE>

Annexes

Annex A - Pledged Stock
Annex B - Form of Power
Annex C - Filings and Recordings


                                       ii
<PAGE>
                             STOCK PLEDGE AGREEMENT

      STOCK PLEDGE AGREEMENT, dated as of October 28, 2002 (this "Agreement"),
made by ORION POWER CAPITAL, LLC, a Delaware limited liability company
("Pledgor"), as the obligor hereunder, to BANK OF AMERICA, N.A., as
administrative agent (in such capacity, together with any successors and
assigns, the "Administrative Agent") for the benefit of the Secured Parties (as
defined in the Credit Agreement defined below).

                              W I T N E S S E T H:

            WHEREAS, Pledgor is the owner of (a) all the issued and outstanding
shares of the Capital Stock of Orion Power MidWest GP, Inc., a corporation
organized and existing under the laws of the State of Delaware (the "GP
Company"); such shares consisting of 100 shares of common stock more fully
described on Annex A hereto (the "GP Pledged Shares") and (b) all the issued and
outstanding shares of the Capital Stock of Orion Power MidWest LP, Inc., a
corporation organized and existing under the laws of the State of Delaware
(together with any successor limited liability company, the "LP Company", and
together with the GP Company, the "Companies"); such shares consisting of 100
shares of Capital Stock more fully described on Annex A hereto (including any
membership interests of a limited liability company successor to Orion Power New
York L.P., Inc., the "LP Pledged Shares", and, together with the GP Pledged
Shares, the "Pledged Shares");

            WHEREAS, the GP Company is the sole general partner of Orion Power
MidWest, L.P., a Delaware limited partnership (the "Borrower"), and the LP
Company is the sole limited partner of the Borrower;

            WHEREAS, the Borrower has entered into a Second Amended and Restated
Credit Agreement, dated as of the Restructuring Effective Date (as the same may
be amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), with the Administrative Agent, Banc of America Securities LLC and
BNP Paribas, as lead arrangers and joint book runners, Bank of America, N.A., as
issuing bank, BNP Paribas, as syndication agent, The Bank of Novia Scotia,
Mizuho Corporate Bank, Ltd and Bayerische Hypo-Und Vereinsbank AG, New York
Branch, as documentation agents, and the lenders named on the signature pages
thereto and from time to time parties thereto (the "Lenders"), pursuant to which
the Lenders have agreed, inter alia, to renew, modify and extend credit
facilities previously made available to the Borrower to finance a portion of the
purchase price of the Portfolio Assets and to provide working capital
availability to the Borrower;

            WHEREAS, Pledgor and the Collateral Agent have entered into that
certain Deposit Account Agreement, dated as of the Restructuring Effective Date
(as the same may be amended, supplemented or otherwise modified from time to
time, the "Holdco Deposit Account Agreement");

            WHEREAS, the Administrative Agent, the OPNY Administrative Agent,
the Lenders, the OPNY Lenders and the Collateral Agent have entered into that
certain Collateral
<PAGE>
Agency and Intercreditor Agreement, dated as of the Restructuring Effective Date
(as the same may be amended, supplemented or otherwise modified from time to
time, the "Intercreditor Agreement"); and

            WHEREAS, it is a condition precedent to the obligations of the
Lenders under the Credit Agreement that this Agreement shall have been entered
into by the parties hereto and shall be in full force and effect;

            NOW, THEREFORE, in consideration of the foregoing and in order to
induce the Lenders to enter into the Credit Agreement, to continue to make
available to the Borrower the credit facilities evidenced by the Credit
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      SECTION 1. Definitions: Construction.

      (a) For the purposes of this Agreement, the following terms shall have the
meaning assigned to them in Article I of the Credit Agreement: Acceptable
Reserves; Affiliate; Capital Stock; Collateral Agent; Commitments; Contractual
Obligations; Credit Party; Events of Default; Financing Documents; Governing
Documents; Governmental Approval; Holdco Guarantee; Holdco New York Second Lien
Stock Pledge Agreement; Insurance Proceeds; Lead Arrangers; Lien; LP Guarantee
Notes; Obligations; Person; Portfolio Assets; Operational Plans; OPNY
Administrative Agent; OPNY Lenders; OPNY Obligations; OPNY Credit Agreement;
OPNY Second Lien Documents; Requirement of Law; Restructuring Effective Date;
Secured Parties; Sponsor; Subsidiary and Transaction Documents.

      (b) When used in this Agreement: (i) "or" is not exclusive; (ii) a
reference to a Requirement of Law includes any amendment or modification to such
Requirement of Law; (iii) a reference to a Person includes its permitted
successors and permitted assigns; (iv) a reference to an agreement, instrument
or document shall include such agreement, instrument or document and all
exhibits and schedules thereto as the same may be amended, modified or
supplemented from time to time in accordance with its terms and as permitted by
the Financing Documents; and (v) the words "include," "includes," and
"including" mean "including without limitation".

      (c) In addition, wherever used in this Agreement and unless the context
otherwise requires, the following terms shall have the following meanings:

            "ADMINISTRATIVE AGENT" shall have the meaning provided in the first
paragraph of this Agreement.

            "AGREEMENT" shall mean this Stock Pledge Agreement.

            "BORROWER" shall have the meaning provided in the Recitals to this
Agreement.

            "COLLATERAL" shall have the meaning specified in Section 2.

            "COMPANIES" shall have the meaning provided in the Recitals to this
Agreement.


                                       2
<PAGE>
            "CREDIT AGREEMENT" shall have the meaning provided in the Recitals
to this Agreement.

            "GP COMPANY" shall have the meaning provided in the Recitals to this
Agreement.

            "GP PLEDGED SHARES" shall have the meaning provided in the Recitals
to this Agreement.

            "HOLDCO ACCOUNTS" shall have the meaning assigned the term
"Accounts" in the Holdco Deposit Account Agreement.

            "HOLDCO DEPOSIT ACCOUNT AGREEMENT" shall have the meaning provided
in the Recitals to this Agreement.

            "HOLDCO OPERATING AGREEMENT" shall mean the limited liability
company agreement for the Pledgor in effect as of the Restructuring Effective
Date.

            "INTERCREDITOR AGREEMENT" shall have the meaning provided in the
Recitals to this Agreement.

            "LENDERS" shall have the meaning provided in the Recitals to this
Agreement.

            "LP COMPANY" shall have the meaning provided in the Recitals to this
Agreement.

            "LP PLEDGED SHARES" shall have the meaning provided in the Recitals
to this Agreement.

            "NON-RECOURSE PARTY" shall have the meaning provided in Section 28.

            "OPERATING AGREEMENT" shall have the meaning specified in Section
2(a)(iii).

            "PLEDGED SHARES" shall have the meaning provided in the Recitals to
this Agreement.

            "PLEDGOR" shall have the meaning provided in the first paragraph of
this Agreement.

            "SECURED OBLIGATIONS" shall have the meaning provided in Section 3.

      SECTION 2. Pledge; Assignment; Grant of Security Interest. (a) To secure
the payment of the Secured Obligations, Pledgor hereby pledges, grants,
hypothecates, assigns, transfers and sets over to the Administrative Agent, and
hereby grants to the Administrative Agent a security interest of first priority
in, and hereby delivers unto, endorses to, and registers a Lien in favor of the
Administrative Agent (in each case for the benefit of the Secured Parties) in
the following (collectively, the "Collateral"):


                                       3
<PAGE>
            (i) the Pledged Shares and any certificates or instruments
      representing the Pledged Shares, accompanied by duly executed powers in
      blank, and all cash, securities, dividends and other property at any time
      in the future and from time to time received, receivable or otherwise
      distributed, in respect of or in exchange for any or all of the Pledged
      Shares;

            (ii) all securities hereafter delivered to the Administrative Agent
      in substitution for or in addition to any of the foregoing, any
      certificates representing or evidencing such securities, and all cash,
      securities, dividends and other property, at any time and from time to
      time received, receivable or otherwise distributed in respect of or in
      exchange for any or all of the foregoing;

            (iii) all other claims of any kind or nature, and any instruments,
      certificates, chattel paper or other writings evidencing such claims,
      including, upon the conversion of the LP Company to a limited liability
      company, the limited liability company agreement relating to the LP
      Company (the "Operating Agreement"), whether in contract or tort, and
      whether arising by operation of law, consensual agreement or otherwise, at
      any time acquired by Pledgor in respect of any or all of the foregoing
      collateral against the LP Company, including (A) all claims of Pledgor for
      damages arising out of or for breach of or default under the Operating
      Agreement, (B) the right of Pledgor to terminate the Operating Agreement,
      to perform and exercise consensual or voting rights thereunder and to
      compel performance and otherwise exercise all remedies thereunder, (C) all
      rights of Pledgor as a member of the LP Company, to any property and
      assets of the LP Company (whether real property, inventory, equipment,
      contract rights, accounts, receivables, general intangibles, securities,
      instruments, chattel paper, documents, chooses in action or otherwise) ;
      and

            (iv) all proceeds of any of the foregoing including (A) all rights
      of Pledgor to receive monies due and to become due under or pursuant to
      the foregoing collateral, (B) all rights of Pledgor to receive a return of
      any insurance premiums or Insurance Proceeds or other proceeds of any
      indemnity, warranty or guarantee with respect to the foregoing collateral,
      and (C) to the extent not included in the foregoing, all additions to and
      replacements of the foregoing collateral and all proceeds (including
      proceeds that constitute property of the types described above) receivable
      or received when any and all of the foregoing collateral is sold,
      collected, exchanged or otherwise disposed whether voluntarily or
      involuntarily.

            (b) Notwithstanding anything to the contrary contained in Section
2(a), if any Pledged Share (whether now owned or hereafter acquired) is
evidenced by an uncertificated security, Pledgor shall promptly notify the
Administrative Agent thereof and shall promptly take all actions required to
perfect the security interest of the Administrative Agent under applicable law
(including under the Uniform Commercial Code as adopted in any appropriate
jurisdiction). Pledgor further agrees to take such actions as the Administrative
Agent deems necessary or desirable to effect the foregoing and to permit the
Administrative Agent to exercise any of its rights and remedies hereunder, and
agrees to provide an opinion of counsel reasonably


                                       4
<PAGE>
satisfactory to the Administrative Agent with respect to any such pledge of
uncertificated Pledged Shares promptly upon written request of the
Administrative Agent.

      SECTION 3. Security for Secured Obligations. This Agreement is for the
benefit of the Administrative Agent and the other Secured Parties to secure (i)
the prompt and complete payment and performance when due by the Borrower of all
of the Obligations, including all amounts payable or to become payable to the
Secured Parties by the Borrower under the Financing Documents when and as the
same shall become due and payable (whether by acceleration or otherwise) in
accordance with the terms thereof, and (ii) the due performance and compliance
by Pledgor with the terms hereof, the Holdco Guarantee and each other Financing
Document to which it is a party (collectively, the "Secured Obligations").
Without limiting the generality of the foregoing, this Agreement secures the
payment of all amounts which constitute part of the Secured Obligations and
would be owed by the Companies or the Borrower Entities to the Secured Parties
but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving any
Credit Party.

      SECTION 4. No Subrogation. Pledgor shall not exercise any rights which it
may acquire by way of subrogation, reimbursement, contribution, or offset under
this Agreement, by any payments made hereunder or otherwise, until all Secured
Obligations and all the Notes, together with interest, shall have been
indefeasibly paid in full in cash and all Commitments have been terminated. If
any amount shall be paid to Pledgor on account of such subrogation rights at any
time when all Secured Obligations and the Notes, together with interest shall
not have been indefeasibly paid in full in cash (whether pursuant to a claim in
any bankruptcy or similar proceeding or otherwise) or when any Commitment shall
remain outstanding, such amount shall be held in trust for the benefit of the
Administrative Agent and the Secured Parties and shall forthwith be paid to the
Administrative Agent to be credited and applied to the Secured Obligations,
whether matured or unmatured, in accordance with Section 16.

      SECTION 5. Delivery of Collateral. All certificates or instruments
representing or evidencing the Collateral at any time shall be delivered to and
held by or on behalf of the Administrative Agent pursuant hereto and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
reasonably satisfactory to the Administrative Agent. The Administrative Agent
shall have the right, upon the occurrence and continuance of an Event of
Default, in its discretion and without notice to Pledgor, to transfer to or to
register in the name of the Administrative Agent or any of its nominees any or
all of the Collateral, subject only to compliance with Requirements of Law, the
terms and conditions of the Credit Agreement and the Intercreditor Agreement and
the revocable rights specified in Section 9. In addition, the Administrative
Agent shall have the right at any time to exchange certificates or instruments
representing or evidencing Collateral for certificates or instruments of smaller
or larger denominations.

      SECTION 6. Reinstatement. This Agreement shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Secured Obligations is rescinded or must otherwise be
restored or returned by any Secured Party upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Pledgor or any other Credit Party,
or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or


                                       5
<PAGE>
trustee or similar officer for, Pledgor or any substantial part of its property,
or otherwise, all as though such payments had not been made.

      SECTION 7. Representations and Warranties. Pledgor represents and warrants
as follows:

      (a) Pledgor (i) is a limited liability company, duly formed, validly
existing and in good standing under the laws of the State of Delaware, (ii) has
all requisite power and authority to own its property and assets, to borrow
money and to transact the business in which it is presently engaged and in which
it proposes to be engaged, (iii) has duly qualified and is authorized to do
business and is in good standing in every jurisdiction where the character of
its properties or the nature of its activities makes such qualification
necessary, except where the failure to be so qualified could not reasonably be
expected to have a material adverse effect on any Portfolio Asset, and (iv) is
in full compliance with its Governing Documents, all Contractual Obligations,
all applicable material Requirements of Law and all Governmental Approvals,
except in each case of this clause (iv), to the extent that the failure to
comply with any of the foregoing could not reasonably be expected to have a
Material Adverse Effect. As of the date hereof, Pledgor is the owner of all the
issued and outstanding shares of the Capital Stock of each of the Companies.

      (b) The execution, delivery and performance by Pledgor of this Agreement
and the consummation of the transactions contemplated hereby (i) are within its
powers, (ii) have been duly authorized by all necessary limited liability
company action, (iii) do not and will not contravene (A) its Governing Documents
or (B) any material Requirement of Law, any material Contractual Obligation or
any material Governmental Approval binding on or affecting it, and (iv) do not
and will not conflict with or be inconsistent with or result in any breach of
any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of its properties or assets pursuant to the
terms of any material Contractual Obligation binding on or affecting it.

      (c) Pledgor has duly executed and delivered this Agreement and this
Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity.

      (d) No approval of any Person other than a Governmental Authority (except
such as have been duly obtained, made or given, and are in full force and
effect) is required to authorize, or is required in connection with (i) the
execution, delivery or performance of this Agreement by Pledgor or the
consummation of any of the transactions contemplated hereby, (ii) the legality,
validity, binding effect or enforceability of this Agreement or the perfection
and maintenance of the security interest created hereby (including the first
priority nature of such security interest) or (iii) subject to the terms of the
Intercreditor Agreement, for the exercise by the Administrative Agent of the
voting or other rights provided for in this Agreement or the remedies in respect
of the Collateral pursuant to this Agreement except, in each case, for any
approval of any such


                                       6
<PAGE>
Person the absence of which could not reasonably be expected to have a material
adverse effect on the ability of the Administrative Agent to exercise voting
rights or remedies in respect of the Collateral.

      (e) This Agreement creates a valid security interest in the Collateral
purported to be pledged and assigned by Pledgor hereunder securing the payment
of the Secured Obligations.

      (f) The Pledged Shares consist of the number and type of shares of the
Capital Stock of the Companies, as described in Annex A. All of the Pledged
Shares are certificated securities.

      (g) The Pledged Shares are, and along with any securities pledged in
substitution therefor or in addition thereto will be, duly and validly issued,
fully paid and nonassessable and duly and validly pledged hereunder in
accordance with all applicable Requirements of Law, and Pledgor warrants,
covenants and agrees to defend the Collateral Agent's right, title and interest
in and to the Pledged Shares and all other Collateral against the claims and
demands of all Persons whomsoever.

      (h) Pledgor is the record, legal and beneficial owner of, and has good
title to all of the Pledged Shares and all other Collateral purported to be
pledged and assigned by it hereunder, free and clear of all Liens and other
claims, security interests, mortgages, pledges and other encumbrances of every
nature whatsoever, except Liens in favor of the Administrative Agent and the
OPNY Administrative Agent, and it has the right to pledge the Pledged Shares and
all other Collateral as herein provided.

      (i) The Pledged Shares constitute, and any securities pledged in
substitution therefor, or in addition thereto shall as of the date hereof
constitute one hundred percent (100%) of all the issued and outstanding Capital
Stock of the Companies. The Companies do not have outstanding (i) any securities
convertible into or exchangeable for their Capital Stock or (ii) any rights to
subscribe for or to purchase, or any options for the purchase of, or any
agreement, or any options for the purchase of, or any agreement, arrangements or
understandings providing for the issuance of its Capital Stock.

      (j) Each certificate evidencing the Pledged Shares is issued in the name
of Pledgor and each such certificate has been duly endorsed and executed in
blank or has attached thereto a power substantially in the form of Annex B duly
signed in blank by the appropriate officer of Pledgor. Each such power will give
the Administrative Agent the rights and authority it purports to give.

      (k) Upon receipt by the Administrative Agent of the stock certificates
representing the Pledged Shares (which either have been duly executed in blank
or have attached thereto powers substantially in the form of Annex B duly signed
in blank by the appropriate officer of Pledgor), the security interest described
in this Agreement will represent a valid and perfected first priority lien on,
and security interest in, the Collateral, in favor of the Administrative Agent
for the benefit of the Secured Parties.


                                       7
<PAGE>
      (l) Pledgor has not executed, or authorized and there does not currently
exist, any effective financing statement or other instrument similar in effect
that is on file in any recording office covering all or any part of Pledgor's
interest in the Collateral, except such as may have been filed pursuant to this
Agreement or the other Financing Documents. Upon the completion of all filings
and recordings described in Annex C, no filings or recordings (including under
the Uniform Commercial Code as adopted in the State of New York and in the State
of Delaware) will be necessary to be made in order to perfect, protect and
preserve the lien on and security interest in the Collateral created by this
Agreement.

      (m) None of the Pledged Shares constitutes margin stock, as defined in
Regulation U of the Board of Governors of the Federal Reserve System.

      (n) The Holdco Operating Agreement, a true and complete copy of which has
been furnished to the Administrative Agent, has been duly authorized, executed
and delivered by Pledgor and is in full force and effect and is binding upon and
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity. There exists no default
under the Holdco Operating Agreement.

      (o) The chief place of business and chief executive office of Pledgor and
the office where Pledgor keeps its records concerning the Collateral is set
forth under its name on the signature page hereof.

      (p) There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.

      (q) No part of the Collateral is subject to the terms of any agreement
restricting the sale or transfer of such Collateral, except for the Operating
Agreement, Holdco Operating Agreement and the Financing Documents.

      (r) Except as set forth on Schedule 4.05 of the Credit Agreement, there is
no (i) injunction, writ, preliminary restraining order or order of any nature
issued by an arbitrator, court or other Governmental Authority against Pledgor
in connection with the transactions provided for herein, the other Transaction
Documents or the Operational Plans, or (ii) action, suit, arbitration,
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority pending against Pledgor or, to Pledgor's knowledge,
threatened against Pledgor which could reasonably be expected to adversely
affect the right or ability of Pledgor to fulfill its obligations under this
Agreement.

      (s) Pledgor's obligations under this Agreement are not subject to any
offsets or defenses of any kind against the Borrower, the Administrative Agent
or the Secured Parties.

      (t) Pledgor has, independently and without reliance upon the
Administrative Agent and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.


                                       8
<PAGE>
      (u) Pledgor is not (i) an "investment company" or a company "controlled"
by an "investment company" within the meaning of the United States of America
Investment Company Act of 1940, as amended, or an "investment advisor" within
the meaning of the Untied States of America Investment Advisors Act of 1940, as
amended or (ii) subject to regulation by the Securities and Exchange Commission
under PUHCA as a "public-utility company," an "electric utility company," a
"holding company," or a "subsidiary" or "affiliate" of any of the foregoing. No
certification of a state public utility commission pursuant to Section 33(a)(2)
of PUHCA is required as a result of the investment of Pledgor in the Companies.

      (v)   (i) Upon its execution and delivery, the Operating Agreement, a
      true and complete copy of which will be furnished to the Administrative
      Agent, will have been duly authorized, executed and delivered by Pledgor
      and will be in full force and effect and will be binding upon and
      enforceable against Pledgor in accordance with its terms, except as
      enforcement thereof may be subject to (i) the effect of any applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors' rights generally and (ii) general principles of
      equity.

            (ii) Pledgor shall at its expense perform and observe all the terms
      and provisions to be performed or observed by it under the Operating
      Agreement, maintain the Operating Agreement in full force and effect,
      enforce the Operating Agreement in accordance with its terms, and take all
      such action to such end as may be from time to time reasonably requested
      by the Administrative Agent.

            (iii) Pledgor shall not:

                  (A) cancel or terminate the Operating Agreement or consent to
            or accept any cancellation or termination thereof;

                  (B) amend or otherwise modify in a material respect the
            Operating Agreement; or

                  (C) waive any material default under or material breach of the
            Operating Agreement.

      SECTION 8. Further Assurances. (a) Pledgor agrees that from time to
time, at the expense of Pledgor, Pledgor will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary, or that the Administrative Agent may reasonably request, in order to
perfect and protect the pledge, assignment, hypothecation and security interest
granted or purported to be granted hereby or to enable the Administrative Agent
to exercise and enforce its rights and remedies hereunder with respect to any
Collateral, including entering into any amendment or restatement of this
Agreement in connection with the conversion of the LP Company to a limited
liability company in accordance with Section 7 of the LP Guarantee, filing
financing statements, paying fees, charges and expenses related thereto, and
causing the LP Company to register the security interests hereunder in the name
of the Administrative Agent in the register maintained for such purpose at the
chief executive office and principal place of business of such Company. Without
limiting the generality of the


                                       9
<PAGE>
foregoing, Pledgor will (i) execute and file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as may
be necessary, or as the Administrative Agent may reasonably request, in order to
perfect and preserve the assignment, hypothecation and security interest granted
or purported to be granted hereby; and (ii) mark conspicuously, at the request
of the Administrative Agent, each of its records pertaining to the Collateral
with a legend, in form and substance reasonably satisfactory to the
Administrative Agent, indicating that the Collateral has been assigned and is
subject to the security interest pursuant hereto.

      (b) Pledgor hereby further authorizes the Administrative Agent to file one
or more financing or continuation statements, and amendments thereto, relative
to all or any part of the Collateral without the signature of Pledgor where
permitted by law. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

      SECTION 9. Voting Rights; Distributions, Etc. (a) Pledgor shall not be
entitled to receive any payments or other distributions receivable by it under
the Operating Agreement except as expressly permitted for deposit in the Holdco
Accounts pursuant to the terms and conditions of the Holdco Deposit Account
Agreement. Unless and until an Event of Default shall have occurred and be
continuing, and Pledgor shall have been notified by the Administrative Agent of
the Secured Parties' written election to exercise remedies hereunder, but
subject, nevertheless, at all times to the restrictions imposed by the terms and
conditions of the Credit Agreement, Pledgor shall be entitled to exercise any
voting and other corporate rights with respect to the Pledged Shares or any
securities pledged in substitution therefor or in addition thereto for any
purpose, and in any manner, not in violation of or inconsistent with the terms
of this Agreement or any other Financing Document; provided, however, that,
Pledgor shall not exercise or refrain from exercising any such voting and other
rights if it could reasonably be anticipated that such action or inaction would
have an adverse effect on the creation, attachment, perfection or priority of
the security interests herein granted. Upon Pledgor's receipt of a notice in
accordance with the first sentence of this Section 9, and during the continuance
of an Event of Default, all such rights of Pledgor to vote and to give consents,
waivers and ratifications shall be exercisable solely by the Administrative
Agent in accordance with Section 15.

      (b) Pledgor shall not be entitled to receive any cash or non-cash
dividends or distributions otherwise payable in respect of the Pledged Shares,
except any cash distributions expressly permitted for deposit in the Holdco
Accounts pursuant to the terms and conditions of the Holdco Deposit Account
Agreement. Non-cash dividends or distributions and dividends and distributions
paid or payable in cash in respect of any such Collateral in connection with a
partial or total liquidation or dissolution of any of the Companies or the
Borrower Entities, shall be, and shall be forthwith delivered to the
Administrative Agent to hold as Collateral and shall, if received by Pledgor, be
received in trust for the benefit of the Administrative Agent, be segregated
from the other property or funds of Pledgor and be promptly delivered to the
Administrative Agent as Collateral in the same form as so received (with any
necessary endorsement or assignment). The Administrative Agent shall also be
entitled at all times to receive directly, and to retain as part of the
Collateral all other or additional stock or other


                                       10
<PAGE>
securities or property (including cash) issued, paid or distributed for any
reason in respect of the Pledged Shares or other Collateral.

      (c) Subject to the terms and conditions of the Holdco Deposit Account
Agreement, upon the occurrence and during the continuance of an Event of
Default, immediately upon Pledgor's receipt of written notice from the
Administrative Agent that the Administrative Agent intends to act pursuant to
this clause (c), all rights of Pledgor to exercise or refrain from exercising
the voting and other corporate rights which it would otherwise be entitled to
exercise shall thereupon become exercisable by the Administrative Agent, acting
in good faith, who shall have the sole right to exercise or refrain from
exercising such voting and other corporate rights unless and until such Event of
Default ceases to exist.

      SECTION 10. Place of Organization; Place of Perfection; Records. Pledgor
is organized in the State of Delaware, and Pledgor's exact legal name is Orion
Power Capital, LLC. Pledgor has no trade name. Pledgor will not change its
jurisdiction of organization or its name without having given the Administrative
Agent not less than thirty (30) days' prior written notice of its intention to
do so, clearly describing to the Administrative Agent such new jurisdiction or
name and providing such other information and taking any action in connection
therewith as the Administrative Agent may reasonably request, including all
action necessary or requested by the Administrative Agent to maintain the
security interest of the Administrative Agent in the Collateral intended to be
granted hereby at all times fully perfected, of first priority and in full force
and effect. Pledgor shall keep its place of business and chief executive office
and the office where it keeps its records concerning the Collateral, and of all
other chattel paper which evidence the Collateral, at its address specified on
the signature pages hereof, or, upon thirty (30) days' prior written notice to
the Administrative Agent, at such other location in a jurisdiction where all
action required by Section 8 shall have been taken with respect to the
Collateral. Pledgor will hold and preserve such records and will permit
representatives of the Administrative Agent at any time, upon reasonable prior
notice, during normal business hours to inspect and make abstracts from such
records.

      SECTION 11. Covenants. Pledgor covenants and agrees that so long as any
Lender shall have any Commitment outstanding, and until the Notes, together with
interest, and all other Secured Obligations are indefeasibly paid in full in
cash, unless the Administrative Agent shall otherwise consent in writing:

      (a) Maintenance of Register. Pledgor shall cause each Company to maintain
at all times a register at its chief place of business and chief executive
office in which the security interest in the Collateral granted hereby to the
Administrative Agent, to the extent that the same constitutes "uncertificated
securities" (as defined in the Delaware Uniform Commercial Code), shall be
evidenced.

      (b) Preservation of Existence, Etc. Except in connection with the
conversion of the LP Company into a limited liability company, Pledgor shall
preserve and maintain, and shall cause each of the Companies and the Borrower
and its Subsidiaries to preserve and maintain, its lawful existence under the
laws of the state of organization and its qualification to do business in every
jurisdiction where the character of its properties or the nature of its
activities makes such


                                       11
<PAGE>
qualification necessary, except where the failure to be so qualified could not
reasonably be expected to have a material adverse effect on any Portfolio Asset.
Pledgor shall preserve and maintain all of its rights (charter and statutory),
privileges and franchises necessary or desirable for the conduct of its business
in accordance with the Transaction Documents.

      (c) Compliance with Law. Pledgor shall comply with all Requirements of Law
and Governmental Approvals applicable to it, except when any such Requirement of
Law or Governmental Approval is being contested in good faith and by appropriate
proceedings and for which Acceptable Reserves have been established, or except
in each case where the failure to so comply could not reasonably be expected to
have a material adverse effect on any Portfolio Asset.

      (d) Change in Nature of Business. Pledgor shall not engage in any business
other than being the sole shareholder of the Companies, Orion Power New York GP,
Inc. and Orion Power New York LP, Inc., and maintaining, and distributing cash
to and from, the Holdco Accounts pursuant to the Holdco Deposit Account
Agreement. Except in accordance with a conversion of the LP Company to limited
liability company as contemplated by the LP Guarantee, Pledgor shall not cause
or permit either Company to change its legal form or Governing Documents (other
than to (i) change its name, (ii) add, replace or eliminate offices and/or
officers, and/or (iii) replace any director, or add to or reduce the number of
directors comprising the board so long as such addition, replacement or
reduction does not eliminate the independent director or modify the nature or
extent of the independent director's powers in any way), change its fiscal year
or engage in any business other than, with regard to Orion Power MidWest GP,
Inc., being a general partner or other equity owner of the Borrower Entities,
and with regard to Orion Power MidWest LP, Inc., being a limited partner or
other equity owner of the Borrower.

      (e) Jurisdiction of Organization. Except in accordance with the conversion
of the LP Company to a limited liability company in the manner contemplated
under Section 7 of the LP Guarantee, Pledgor shall cause each of the Companies
at all times to be a corporation organized under the laws of the State of
Delaware. Pledgor shall at all times be a limited liability company organized
under the laws of the State of Delaware.

      (f) Bankruptcy. Pledgor shall not file a voluntary petition concerning
itself, or commence proceedings to have any of the Companies, the Borrower or
any of its Subsidiaries adjudicated bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against itself, any of the
Companies, the Borrower or any of its Subsidiaries, or file a petition seeking
or consenting to reorganization or relief of itself, any of the Companies, the
Borrower or any of its Subsidiaries as debtor under any applicable federal or
state law relating to bankruptcy, insolvency, or other relief from debtors, if
any, with respect to itself, any of the Companies, the Borrower or any of its
Subsidiaries, or seek or consent to the appointment of any trustee, receiver,
conservator, assignee, sequestrator, custodian, liquidator (or other similar
official) of any of the Companies, the Borrower or any of its Subsidiaries or of
all or any substantial part of the properties and assets of itself, any of the
Companies, the Borrower or any of its Subsidiaries, or make any general
assignment for the benefit of creditors, if any, of itself, any of the
Companies, the Borrower or any of its Subsidiaries, or admit in writing the
inability of


                                       12
<PAGE>
itself, any of the Companies, the Borrower or any of its Subsidiaries to pay its
debts generally as they become due or declare or effect a moratorium on the
debt, if any, of itself, any of the Companies, the Borrower or any of its
Subsidiaries or take any action in furtherance of any of the foregoing.

      (g) Taxes. Pledgor shall cause to be paid or discharged (whether by it or
any of its Affiliates, or otherwise) all taxes, assessments and governmental
charges or levies lawfully imposed upon it, any of the Companies, the Borrower
or any of its Subsidiaries or upon any of their respective income or profits or
upon any of the Portfolio Assets or the Collateral and all lawful claims or
obligations that, if unpaid, would become a Lien upon the Collateral (as defined
in the Credit Agreement), whether real or personal, the Collateral (as defined
in this Agreement) or upon any part thereof. Pledgor or the applicable Company,
the Borrower or any of its Subsidiaries shall have the right, however, to
contest in good faith the validity or amount of any such tax, assessment,
charge, levy, claim or obligation by proper proceedings, and may permit the
taxes, assessments, charges, levies, claims or obligations so contested to
remain unpaid during the period of such contest if: (i) Pledgor or such Company,
the Borrower or any of its Subsidiaries diligently prosecutes such contest in
good faith and by appropriate proceedings and for which Acceptable Reserves have
been established; (ii) during the period of such contest, the enforcement of any
contested item is effectively stayed; and (iii) the failure to pay or comply
with the contested item could not reasonably be expected to result in an adverse
effect on the Collateral taking into account the existence of such Acceptable
Reserves.

      (h) Operations Matters. In the conduct its business and operations,
Pledgor shall, and shall cause each of the Companies to:

            (i) maintain books and records, separate from those of any other
      Person;

            (ii) maintain its bank accounts and all its other assets separate
      from those of any other Person;

            (iii) hold regular member, partnership or shareholder meetings, as
      appropriate, to conduct its business, and observe all other limited
      liability company, partnership or corporate formalities, as the case may
      be;

            (iv) hold itself out to creditors and the public as a legal entity
      separate and distinct from any other Person;

            (v) prepare separate financial statements, or if part of a
      consolidated or combined group, then it shall be shown as a separate
      member of such group, including in a footnote(s) to the relevant financial
      statements disclosing its separate existence and identity and the
      existence of its own assets;

            (vi) allocate and charge fairly and reasonably any common employee
      or overhead shared with Affiliates;

            (vii) transact all business with Affiliates on an arm's-length basis
      and to enter into transactions with Affiliates on an arm's-length basis;


                                       13
<PAGE>
            (viii) conduct business in its own name;

            (ix) with regard to each Company, maintain a sufficient number of
      employees in light of such Company's contemplated business operations;

            (x) correct any misunderstanding regarding its separate identity of
      which Pledgor has actual knowledge;

            (xi) not identify itself in writing as a division of any other
      Person; and

            (xii) maintain adequate capital in light of its contemplated
      business operations.

      (i) Assets. Pledgor shall not own or acquire ownership interest in any
Person other than the Companies, Orion Power New York GP, Inc. and Orion Power
New York, Inc. and other assets having an aggregate value in excess of $50,000,
and shall not sell, assign (by operation of law or otherwise) or otherwise
dispose of any interest in the Collateral.

      (j) Indebtedness. Pledgor shall not incur Indebtedness, other than
pursuant to the Holdco Guarantees, or make any loan or advances to any other
Person except loans or advances permitted under the Holdco Deposit Account
Agreement.

      (k) Distributions. Pledgor shall not declare any dividends or make any
distributions to any Person, except strictly in accordance with the Holdco
Deposit Account Agreement.

      (l) Merger. Pledgor shall not merge or be consolidated with any Person.

      (m) Holdco Operating Agreement. Pledgor shall not change its legal form or
amend, or otherwise modify, the Holdco Operating Agreement or any of its other
Governing Documents (other than to (i) change its name, (ii) add, replace or
eliminate offices or officers, if any, or (iii) replace any Manager or add to or
reduce the number of Managers so long as such addition, replacement or reduction
does not eliminate the independent Manager or modify the nature or extent of the
independent Manager's powers in any way) or cancel or terminate the Holdco
Operating Agreement or consent to or accept any cancellation or termination
thereof, nor shall it change its fiscal year.

      (n) Contributions. Pledgor shall not make any equity investment or
contributions of capital to any Subsidiary except in accordance with the Holdco
Deposit Account Agreement.

      (o) Pledged Shares.

            (i) Pledgor shall defend the Administrative Agent's right, title and
      interest in and to the Pledged Shares and all other Collateral against the
      claims and demands of all Persons whomsoever.

            (ii) The Pledged Shares, and any securities pledged in substitution
      therefor or in addition thereto, shall at all times constitute, one
      hundred percent (100%) of all the issued and outstanding Capital Stock of
      the Companies.


                                       14
<PAGE>
            (iii) Pledgor shall not authorize the issuance by the Companies of
      any additional membership interests or stock of the Companies, (whether
      common or preferred and whether of a class now or hereafter existing)
      unless concurrently with such issuance all such stock is owned by Pledgor
      and made subject to the pledge of shares hereunder. If Pledgor shall
      acquire (by purchase, stock dividend or otherwise) any additional
      membership interests or stock in the Companies at any time or from time to
      time after the date hereof, Pledgor will promptly pledge and deposit or
      cause to be deposited such membership interests or stock with the
      Administrative Agent and deliver or cause to be delivered to the
      Administrative Agent certificates therefor, accompanied by powers duly
      executed in blank by Pledgor, and will promptly thereafter deliver to the
      Administrative Agent a certificate executed by any Responsible Officer of
      Pledgor describing such shares and certifying that the same have been duly
      pledged with the Administrative Agent hereunder.

            (iv) Any security pledged in substitution of the Pledged Shares or
      in addition to the Pledged Shares will be (A) duly and validly issued,
      fully paid and nonassessable and duly and validly pledged hereunder in
      accordance with all applicable Requirements of Law and (B) issued in the
      name of Pledgor and when issued will then have been duly endorsed and
      executed in blank or when issued will then have, attached thereto a power
      substantially in the form of Annex B duly signed in blank by the
      appropriate officer of Pledgor. Each such power will give the
      Administrative Agent the rights and authority it purports to give. Upon
      receipt by the Administrative Agent of such new certificates (which either
      will have been duly executed in blank or will have attached thereto such
      powers), the security interest described in this Agreement will attach
      thereto and will represent a valid and perfected first priority on and
      security interest in such Collateral, in favor of the Administrative Agent
      for the benefit of the Secured Parties.

            (v) Pledgor shall not execute or authorize to be filed in any public
      office any financing statement (or similar statement or instrument of
      registration under the law of any jurisdiction) or statements relating to
      the Collateral, except financing statements filed or to be filed in
      respect of and covering the security interests granted hereby by Pledgor
      or granted by Pledgor in the Holdco New York Second Lien Stock Pledge
      Agreement.

            (vi) Pledgor shall not hereafter create or permit to exist any Lien,
      security interest or other charge, encumbrance or other security
      arrangement upon or with respect to, any of the Collateral (other than
      Liens created under this Agreement or the Holdco New York Second Lien
      Stock Pledge Agreement).

      (p) Share Transfer Restrictions. Pledgor shall not sell, assign, transfer
or permit to be sold, assigned or transferred any of its interests in the
Companies, whether directly or indirectly.

      SECTION 12. Administrative Agent. Bank of America, N.A. has been appointed
by the Secured Parties to act as the Administrative Agent hereunder. Pledgor
hereby appoints the Administrative Agent as Pledgor's attorney-in-fact, with
full authority in the place and stead of Pledgor and in the name of Pledgor or
otherwise, from time to time in the Administrative Agent's discretion at any
time that an Event of Default shall have occurred and be continuing, to


                                       15
<PAGE>
take any action and to execute any instrument which the Administrative Agent may
deem necessary or advisable to accomplish the purposes of this Agreement,
including to ask, demand, collect, sue for, recover, compound, receive and give
acceptance and receipts for moneys due and to become due under or in connection
with the Collateral, to receive, indorse, and collect any drafts or other
instruments, documents and chattel paper in connection therewith, and to file
any claims or take any action or institute any proceedings which the
Administrative Agent may deem to be necessary or desirable for the collection
thereof. Such appointment is coupled with an interest and is irrevocable. The
Administrative Agent shall have the right to appoint one or more agents for the
purpose of retaining physical possession of the Pledged Shares and other
Collateral, which may be held (in the discretion of the Administrative Agent) in
the name of Pledgor, endorsed or assigned in blank or in favor of the
Administrative Agent or any nominee or nominees of the Administrative Agent or
an agent appointed by the Administrative Agent.

      SECTION 13. Administrative Agent May Perform. If Pledgor fails to perform
any agreement contained herein, the Administrative Agent may itself perform, or
cause performance of, such agreement, and the expenses of the Administrative
Agent incurred in connection therewith shall be payable by Pledgor under Section
19(b).

      SECTION 14. Duties of the Administrative Agent, Pledgor, the Companies and
the Borrower Entities. (a) The powers conferred on the Administrative Agent
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Administrative Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral, and no such
duties shall be implied as arising hereunder.

      (b) It is expressly agreed, anything herein contained to the contrary
notwithstanding, that Pledgor, each Company and the Borrower and each of its
Subsidiaries shall remain liable to perform all of their respective obligations,
if any, assumed by them with respect to the Collateral and the Administrative
Agent and the Lenders shall have no obligations or liabilities (other than
obligations or liabilities resulting from the Administrative Agent's or any
Lender's gross negligence or willful misconduct) with respect to any Collateral
by reason of or arising out of or in connection with this Agreement, nor shall
the Administrative Agent or the Lenders be required or obligated in any manner
to perform or fulfill any of the obligations of Pledgor, any of the Companies,
the Borrower or any of its Subsidiaries under or with respect to any Collateral.

      SECTION 15. Remedies. If any Event of Default shall have occurred and be
continuing, subject to the terms and conditions of the Credit Agreement and
Section 9 hereof and in compliance with Requirements of Law:

      (a) The Administrative Agent shall be entitled to exercise all the rights,
powers and remedies vested in it (whether vested in it by this Agreement, the
Credit Agreement or any other Financing Document or by law) for the protection
and enforcement of its rights in respect of the Collateral and, without
limitation of the foregoing, may cause all or any of the Pledged Shares or other
Collateral to be transferred into its name or that of a nominee or nominees, and
Pledgor


                                       16
<PAGE>
shall, upon the request of the Administrative Agent, execute such additional
instruments and documents as are necessary to effect such transfer;

      (b) The Administrative Agent, without being required to give any notice to
Pledgor or the Companies (except in respect of actions taken pursuant to Section
9(a)), shall be entitled to exercise the following rights, which, Pledgor
agrees, are commercially reasonable:

            (i) to exercise any and all voting rights with respect to the
      Pledged Shares and other Collateral, including the appointment and removal
      of any proxy or proxies or substitute or substitutes;

            (ii) to receive and retain, as collateral security for the Secured
      Obligations, any and all dividends at any time and from time to time
      declared or paid upon any of the Pledged Shares and other Collateral
      otherwise payable to Pledgor;

            (iii) to accept rights issues;

            (iv) approve any liquidation or scheme of arrangement or any other
      composition or arrangement with or for creditors, whether secured or
      unsecured and whether formed pursuant to the order of any court or
      otherwise, and to give any consent on behalf of Pledgor in relation
      thereto;

            (v) to attend meetings of creditors and vote;

            (vi) to compromise claims in relation to or arising out of the
      Pledged Shares;

            (vii) to give sufficient receipts and discharges for all monies to
      which Pledgor is or may become entitled in respect of the Pledged Shares
      or any part thereof or which shall come into the hands of the
      Administrative Agent, which receipts and discharges shall, to the maximum
      extent permitted by Requirements of Law, exonerate the Administrative
      Agent from all liability to see to the application thereof or from being
      answerable for the loss or misapplication thereof;

            (viii) to execute any documents which it may consider expedient, in
      good faith, in relation to the foregoing as it shall in its absolute
      discretion determine (but without any obligation to consult with Pledgor)
      in relation to any exercise of any such right, power or privilege; and

            (ix) to institute, prosecute and defend any proceedings in any court
      or tribunal in respect of any act or transaction referred to in this
      Section 15(a).

      (c) (i) Any Collateral repossessed by the Administrative Agent under or
pursuant to this Section 15 or any other provision hereof, and any other
Collateral whether or not so repossessed by the Administrative Agent, may be
sold, assigned, leased, delivered or otherwise disposed of under one or more
contracts or as an entirety, and without the necessity of gathering at the place
of sale the property to be sold, and in general in such manner, at such time or
times, at such place or places and on such terms as the Administrative Agent
may, upon written


                                       17
<PAGE>
direction in compliance with any mandatory requirements of any Requirement of
Law, determine to be commercially reasonable, including sale on any securities
exchange on which the Pledged Shares, any security pledged in substitution
therefor or in addition thereto or any of them may then be listed.

            (ii) Any disposition pursuant to subsection (i) above which
      shall be a private sale or other private proceeding permitted by such
      requirements shall be made upon not less than 10 days' written notice to
      Pledgor (except that, if the Administrative Agent shall determine, in its
      sole discretion, that any of the Pledged Shares or other Collateral
      threatens to decline quickly in value or to become worthless, any such
      sale may be made upon three days' notice to Pledgor) specifying the time
      at which such disposition is to be made and the intended sale price or
      other consideration therefor, and shall be subject, for the 10 days after
      the giving of such notice, to the right of Pledgor or any nominee of
      Pledgor to acquire the Collateral involved at a price or for such other
      consideration at least equal to the intended sale price or other
      consideration so specified. To the extent permitted by Requirements of
      Law, the Administrative Agent on behalf of the Lenders may bid for and
      become the purchaser of the Collateral or any item thereof, offered for
      sale in accordance with this Section 15.

            (iii) If, under mandatory requirements of any Requirement of Law,
      the Administrative Agent shall be required to make disposition of the
      Collateral within a period of time which does not permit the giving of
      notice to Pledgor as hereinabove specified, the Administrative Agent need
      give Pledgor only such notice of disposition as shall be reasonably
      practicable in view of such mandatory requirements of any Requirement of
      Law.

            (iv) The Administrative Agent, may without notice, adjourn any
      public or private sale or cause the same to be adjourned from time to time
      by announcement at the time and place fixed for sale, and such sale may,
      without further notice, be made at the time and place to which the same
      was so adjourned.

            (v) For the purposes of this Section 15(c), an agreement to sell any
      or all of the Pledged Shares or other Collateral entered into following
      any Event of Default shall, to the extent permitted by Requirements of
      Law, be treated as a sale thereof, and the Administrative Agent shall be
      free to carry out such sale pursuant to such agreement and Pledgor shall
      not be entitled to the return of any of the Pledged Shares or other
      Collateral subject thereto notwithstanding the fact that, the
      Administrative Agent shall have entered into any such agreement, the
      Secured Obligations shall have been paid in full in cash.

            (vi) In any event, the Administrative Agent shall not be obligated
      to make any sale of the Collateral if it shall determine not to do so,
      regardless of the fact that notice of sale of the Collateral may have been
      given.

      (d) In case sale of all or any part of the Collateral is made on credit or
for future delivery, the Collateral so sold may be retained until the sale price
is paid by the purchaser or purchasers thereof, but the Administrative Agent
shall not incur any liability in case any such

                                       18
<PAGE>
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may be sold again upon like
notice.

      (e) The Administrative Agent shall have the right, for and in the name,
place and stead of Pledgor, to execute endorsements, assignments or other
instruments of conveyance or transfer with respect to all or any of the Pledged
Shares and other Collateral in connection with any sale thereof in accordance
with Section 15(b) or (c). Neither the Administrative Agent nor any other
Secured Party shall be liable for failure to collect or realize upon any or all
of the Collateral or for any delay in so doing nor shall any of them be under
any obligation to take any action whatsoever with regard thereto.

      (f) Upon any sale of the Collateral by the Administrative Agent hereunder
(whether by virtue of the power of sale herein, granted, pursuant to judicial
process or otherwise), the receipt of the Administrative Agent or the officer
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold, and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Administrative Agent or such officer or be answerable in any way for the
misapplication or nonapplication thereof.

      (g) The Administrative Agent shall have the right, during the occurrence
and continuation of any Event of Default, upon the indefeasible payment in full
in cash of the Obligations, and otherwise in accordance with the terms and
conditions of the Intercreditor Agreement, to transfer its interest in (and to
the extent such Collateral is in the possession of the Administrative Agent,
transfer possession of) the Collateral to the OPMW Administrative Agent.

      (h) Waiver of Claims. Except as otherwise provided in this Agreement,
PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT
TAKING POSSESSION OR THE ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE
COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW,
INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR
REMEDIES AND ANY SUCH RIGHT WHICH PLEDGOR WOULD OTHERWISE HAVE UNDER THE
CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF
ANY SUCH JURISDICTION, and Pledgor hereby further waives:

            (i) all damages occasioned by such taking of possession except any
      damages which are the direct result of the gross negligence or willful
      misconduct of either of the Administrative Agent or any Person acting on
      its behalf or instruction;

            (ii) all other requirements as to the time, place and terms of sale
      or other requirements with respect to the enforcement of the
      Administrative Agent's rights hereunder; and

            (iii) all rights of redemption, appraisement, valuation, stay,
      extension or moratorium now or hereafter in force under any Requirements
      of Law in order to prevent


                                       19
<PAGE>
      or delay the enforcement of this Agreement (including any right to claim
      that such enforcement should be stayed pending the outcome of any other
      action or proceeding (including any arbitration proceeding)) or the
      absolute sale of the Collateral or any portion thereof, and Pledgor, for
      itself and all who may claim under it, insofar as it or they now or
      hereafter lawfully may, hereby waives the benefit of all such Requirements
      of Law.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall, to the extent permitted by Requirements of Law, operate to
divest all right, title, interest, claim and demand, either at law or in equity,
of Pledgor therein and thereto, and shall be a perpetual bar both at law and in
equity against Pledgor and against any and all Persons claiming or attempting to
claim the Collateral so sold, optioned or realized upon, or any part thereof,
from, through and under Pledgor.

      SECTION 16. Application of Proceeds. Notwithstanding any other provision
of this Agreement, all payments made under or in connection with this Agreement,
and all moneys collected by the Administrative Agent upon any sale or other
disposition of the Collateral pursuant to Section 15, together with all other
moneys received by the Administrative Agent hereunder, shall be applied in
accordance with the Holdco Deposit Account Agreement and the Intercreditor
Agreement. For the avoidance of doubt, it is understood that Pledgor shall
remain liable to the extent of any deficiency between the amount of all moneys
collected by the Administrative Agent upon any such sale or other disposition of
the Collateral and the aggregate amount of the Secured Obligations.

      SECTION 17. Remedies Cumulative. No failure or delay on the part of the
Administrative Agent or any Secured Party in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between Pledgor and the Administrative Agent or any Secured Party shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Financing Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Financing Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent or any Secured Party would otherwise have. No notice to or
demand on Pledgor in any case shall entitle Pledgor to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Administrative Agent or any Secured Party to any other or further
action in any circumstances without notice or demand.

      SECTION 18. Discontinuance of Proceedings. In case the Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Administrative Agent, then and in every such case
Pledgor, the Administrative Agent and each holder of any of the Secured
Obligations shall be restored to their former positions and rights hereunder
with respect to the Collateral subject to the security interest created under
this Agreement, and all rights, remedies


                                       20
<PAGE>
and powers of the Administrative Agent shall continue as if no such proceeding
had been instituted.

      SECTION 19. Indemnity and Expenses(a) . (a) Pledgor agrees to indemnify
and hold harmless the Administrative Agent and each Secured Party from and
against any and all claims, losses and liabilities arising out of or resulting
from the Collateral or Pledgor's pledge and assignment under this Agreement
(including enforcement against Pledgor of this Agreement), except claims, losses
or liabilities resulting from the Administrative Agent's or any Secured Party's
gross negligence or willful misconduct.

      (b) Pledgor will upon demand pay to the Administrative Agent or any
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the Administrative Agent or any Secured Party may incur in connection with (i)
the administration of this Agreement, including the exercise or attempted
exercise of any right conferred on the Administrative Agent under or by virtue
of this Agreement or by statute, (ii) the sale of, collection from, or other
realization upon, any of the Collateral of Pledgor, (iii) the exercise or
enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the Administrative Agent or any Secured Party hereunder
against Pledgor or (iv) the failure by Pledgor to perform or observe any of the
provisions hereof.

      SECTION 20. Waiver, Amendment; Severability. No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations or of such provision or obligation in
any other jurisdiction shall not in any way be affected or impaired thereby.

      SECTION 21. Security Interest Absolute. The obligations of Pledgor under
this Agreement are independent of the Secured Obligations, and a separate action
or actions may be brought and prosecuted against Pledgor to enforce this
Agreement, irrespective of whether any action is brought against the Borrower,
any other pledgor or any guarantor of the Secured Obligations or whether the
Borrower, any other pledgor or any guarantor of the Secured Obligations is
joined in any such action or actions. All rights of the Administrative Agent and
the assignment, hypothecation and security interest hereunder, and all
obligations of Pledgor hereunder, shall be absolute and unconditional, to the
extent permitted by applicable law, irrespective of:

      (a) any lack of validity or enforceability of this Agreement, the Credit
Agreement, any other Financing Document or any other agreement or instrument
relating to any thereof, the absence of any action to enforce the same, any
release of Pledgor or any other Credit Party, the recovery of any judgment
against Pledgor or any other Credit Party, any action to enforce the


                                       21
<PAGE>
same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of Pledgor;

      (b) any occurrence or condition whatsoever, including, (i) any compromise,
settlement, release, waiver, renewal, extension, indulgence or modification of,
or any change in, any of the obligations of Pledgor or any other Credit Party
contained in this Agreement, the Credit Agreement or any other Financing
Document, (ii) any impairment, modification, release or limitation of the
liability of Pledgor or any other Credit Party or any of their estates in
bankruptcy, or any remedy for the enforcement thereof, resulting from the
operation of any present or future provision of any applicable bankruptcy law,
as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by Pledgor, the Administrative Agent or any other Secured
Party of any rights or remedies, (iv) the assignment or the purported assignment
of any property as security for the Secured Obligations, including all or any
part of the rights of Pledgor under this Agreement, (v) the extension of the
time for payment by Pledgor or any other Credit Party or any other guarantor of
any payments or other sums or any part thereof owing or payable under any of the
terms and provisions of any Financing Document or of the time for performance by
Pledgor or any other Credit Party of any other obligations under or arising out
of any terms or provisions or the extension of the renewal of any thereof, (vi)
the modification or amendment (whether material or otherwise) of any duty,
agreement or obligation of Pledgor or any other Credit Party set forth in any
Financing Document, (vii) the voluntary or involuntary liquidation, dissolution,
sale or other disposition of all or substantially all of the assets, marshalling
of assets and liabilities, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting Pledgor or any other
Credit Party or any of their respective assets, or the disaffirmancy of this
Agreement or any Financing Document in any such proceeding, (viii) the release
or discharge of Pledgor or any other Credit Party from the performance or
observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (ix) the unenforceability of this
Agreement or any Financing Document or (x) any other circumstance which might
otherwise constitute a legal or equitable discharge of a surety or guarantor; or

      (c) any exchange, sale, release or non-perfection of any Collateral, or
any release or amendment or waiver of or consent to departure from any other
guarantee, for all or any of the Secured Obligations.

      SECTION 22. Addresses for Notices. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement, and shall be given to such party at its address or telecopy
number set forth on the signature page hereof or at any address or telecopy
number which such party shall have specified.


                                       22
<PAGE>
      SECTION 23. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto and shall inure to the benefit of the Lenders;
provided, however, that Pledgor may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each of the Lenders. Any Lender may transfer, assign or grant all or
such relevant part of its rights hereunder in connection with an assignment or
transfer of all or any part of its interest in its Loans in accordance with the
provisions of the Credit Agreement, and such assignee shall thereupon become
vested with all the benefits in respect thereof granted to such Lender herein or
otherwise. All agreements, statements, representations and warranties made by
Pledgor herein or in any certificate or other instrument delivered by Pledgor or
on its behalf under this Agreement shall be considered to have been relied upon
by the Lenders and shall survive the execution and delivery of this Agreement,
the Credit Agreement and the other Financing Documents regardless of any
investigation made by the Lenders or on their behalf.

      SECTION 24. Termination; Release. This Agreement shall create a continuing
pledge, assignment of hypothecation of and security interest in the Collateral
and shall remain in full force and effect until no Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other Secured Obligations are indefeasibly paid in full in cash. This Agreement
shall terminate when all Secured Obligations have been indefeasibly paid in full
in cash and all Commitments have been terminated, and the Administrative Agent,
at the written request and expense of the Pledgor, will promptly authorize,
execute and deliver, as applicable, to the Pledgor the proper instruments (which
may include Uniform Commercial Code termination statements on form UCC-3)
acknowledging the termination of this Agreement, and will promptly duly assign,
transfer and deliver (without recourse and without any representation or
warranty) free from any interest of the Administrative Agent or Lien granted
hereunder such of the Collateral as may be in possession of the Administrative
Agent, in accordance with the Intercreditor Agreement or, if the OPNY Second
Lien Documents shall have terminated pursuant to the terms thereof, to the
Pledgor, and has not theretofore been sold or otherwise applied or released
pursuant to this Agreement together with such notices to third parties as may be
necessary to countermand any notices previously sent to them pursuant hereto.

      SECTION 25. Headings Descriptive, Etc.. The headings of the several
sections and subsections of this Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

      SECTION 26. GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENTS OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN
OR IN THE CREDIT AGREEMENT, TERMS USED IN ARTICLE 9 OF THE NEW YORK UNIFORM
COMMERCIAL CODE


                                       23
<PAGE>
ARE USED HEREIN AS THEREIN DEFINED. ANY DISPUTE ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN PLEDGOR AND
EACH SECURED PARTY IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF
LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

      (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, PLEDGOR AND EACH SECURED
PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT PLEDGOR AND EACH SECURED
PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. PLEDGOR WAIVES IN ALL DISPUTES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

      (c) PLEDGOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST PLEDGOR OR
ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD FAITH TO
ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. PLEDGOR WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY SECURED
PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS.

      (d) PLEDGOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      (e) PLEDGOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED AGENTS,
INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW YORK, NEW
YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF PLEDGOR TO RECEIVE FOR AND ON
BEHALF OF PLEDGOR SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY


                                       24
<PAGE>
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENTS
RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH
AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO PLEDGOR AT ITS ADDRESS SET FORTH IN
ACCORDANCE WITH SECTION 22. PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO PLEDGOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE
DATE OF RECEIPT THEREOF.

      (f) NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS
AGREEMENT (I) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (II) TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION IN EITHER CASE, SOLELY AS PERMITTED IN SUBSECTION (C) THIS SECTION
26.

      SECTION 27. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
but all of which shall together constitute one and the same instrument.

      SECTION 28. Limitation of Recourse. The obligations of Pledgor hereunder
are obligations solely of Pledgor and shall not constitute a debt or obligation
of any direct or indirect member, partner or shareholder of Pledgor or any of
their respective directors, officers, agents or employees (each such Person, a
"Non-Recourse Party"). No Non-Recourse Party shall be liable for any amount
payable by Pledgor under this Agreement and the Secured Parties shall not seek a
money judgment or deficiency or personal judgment against any Non-Recourse Party
for payment of the indebtedness payable by Pledgor evidenced by this Agreement.
No property or assets of any Non-Recourse Party, other than as contemplated in
the Financing Documents, shall be sold, levied upon or otherwise used to satisfy
any judgment rendered in connection with any action brought against Pledgor with
respect to this Agreement or the other Financing Documents. The foregoing
acknowledgments, agreements and waivers shall be enforceable by any Non-Recourse
Party. Notwithstanding the foregoing, nothing in this Section 28 shall limit or
affect or be construed to limit or affect the obligations and liabilities of any
Credit Party or any other Non-Recourse Party (a) in accordance with the terms of
any Transaction Document or Financing Document creating such liabilities and
obligations to which such Credit Party or Non-Recourse Party is a party, (b)
arising from liability pursuant to any applicable Requirement of Law for such
Credit Party's or such Non-Recourse Party's fraudulent actions, knowing
misrepresentations or willful misconduct or (c) with respect to amounts
distributed to it in violation of Section 6.10 of the Credit Agreement.

                  [Remainder of page intentionally left blank.]


                                       25
<PAGE>
      IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

                                 ORION POWER CAPITAL, LLC


                                 By:  __________________________________________
                                 Name:
                                 Title:

                                 Address:  1111 Louisiana Street
                                           Houston, TX 77002
                                           Attn: Senior Vice President - Finance
                                 Telephone: (713) 207-3160
                                 Telecopy:  (713) 207-0988

                                 With a copy to:
                                 Address:  1111 Louisiana Street
                                           Houston, TX 77002
                                           Attn:  General Counsel
                                 Telephone:  (713) 207-7265
                                 Telecopy:   (713) 393-0140


                                 BANK OF AMERICA, N.A.
                                 not in its individual capacity,
                                 but solely as Administrative Agent

                                 By:  __________________________________________
                                 Name:
                                 Title:

                                 Address:  101 North Tryon Street
                                          NC1-001-08-19
                                          Charlotte, NC  28255
                                          Attn:  Laura S. Ryan
                                 Telecopy:  (704) 386-3324


                                       26
<PAGE>
                                                                         ANNEX A
                                                                              TO
                                                          STOCK PLEDGE AGREEMENT


                                 PLEDGED SHARES


<TABLE>
<CAPTION>
                                                                   Percentage of
                                                                   Outstanding
                               Type of    Number of  Certificate   Shares of
Name of Issuing Corporation    Shares      Shares     Number(s)    Capital Stock
<S>                            <C>        <C>        <C>           <C>
Orion Power MidWest LP, Inc.   Common
                                Stock         100                       100%

Orion Power MidWest GP, Inc.   Common
                                Stock         100                       100%
</TABLE>
<PAGE>

                                                                      ANNEX B TO
                                                          STOCK PLEDGE AGREEMENT

                                 [FORM OF POWER]


                                                         S.S. OR TAX I.D. NUMBER
                                                         -----------------------

  For value received, the undersigned hereby sells, assigns and transfers unto:

                        (Enter name of transferee above)
--------------------------------------------------------------------------------

            100 shares of common stock (the "Shares"), of [Orion Power MidWest
            GP, Inc. / Orion Power MidWest LP, Inc.] (the "Company") represented
            by certificate number [ ], inclusive, standing in the name of the
            undersigned on the books of said company

and does hereby irrevocably constitute and appoint Bank of America, N.A., as
Administrative Agent, to transfer the said Shares on the books of the Company
with full power of substitution in the premises.

      IN WITNESS WHEREOF, the undersigned has caused this Power to be signed as
this      day of           , 20   .
     ----        ----------    ---

                                               By:
                                                      -------------------------
                                               Name:
                                                      -------------------------
                                               Title:
                                                      -------------------------
<PAGE>
                                      POWER

                                                         S.S. OR TAX I.D. NUMBER

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

For value received, the undersigned hereby sells, assigns and transfers unto:

                        (Enter name of transferee above)

            100 shares of common stock (the "Shares"), of Orion Power MidWest
            GP, Inc. (the "Company") represented by certificate number [ ],
            inclusive, standing in the name of the undersigned on the books of
            said company

and does hereby irrevocably constitute and appoint Bank of America, N.A., as
Administrative Agent, to transfer the said Shares on the books of the Company
with full power of substitution in the premises.

      IN WITNESS WHEREOF, the undersigned has caused this Power to be signed as
this      day of           , 20   .
     ----        ----------    ---


                        ORION POWER CAPITAL, LLC


                                               By:
                                                  ---------------------------
                                               Name:
                                                    -------------------------
                                               Title:
                                                     ------------------------
<PAGE>
                                      POWER

                                                         S.S. OR TAX I.D. NUMBER

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

  For value received, the undersigned hereby sells, assigns and transfers unto:

                        (Enter name of transferee above)

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

            100 shares of common stock (the "Shares"), of Orion Power MidWest
            LP, Inc. (the "Company") represented by certificate number [ ],
            inclusive, standing in the name of the undersigned on the books of
            said company

and does hereby irrevocably constitute and appoint Bank of America, N.A., as
Administrative Agent, to transfer the said Shares on the books of the Company
with full power of substitution in the premises.

      IN WITNESS WHEREOF, the undersigned has caused this Power to be signed as
this      day of           , 20   .
     ----        ----------    ---


                        ORION POWER CAPITAL, LLC



                                               By:
                                                  ---------------------------
                                               Name:
                                                    -------------------------
                                               Title:
                                                     ------------------------
<PAGE>
                                                                      ANNEX C TO

                                                          STOCK PLEDGE AGREEMENT

                             FILINGS AND RECORDINGS


Delaware
<PAGE>

                                                                  EXHIBIT I-3 TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT



                                    [FORM OF]

                       SECOND LIEN STOCK PLEDGE AGREEMENT

                                     made by

                            ORION POWER CAPITAL, LLC

                                       to

                             BANK OF AMERICA, N.A.,
                          as OPMW Administrative Agent



                         Dated as of : October 28, 2002
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>           <C>                                                            <C>
SECTION 1.    DEFINITIONS:  CONSTRUCTION..................................     2


SECTION 2.    PLEDGE; ASSIGNMENT; GRANT OF SECURITY INTEREST..............     4


SECTION 3.    SECURITY FOR SECURED OBLIGATIONS............................     5


SECTION 4.    NO SUBROGATION..............................................     6


SECTION 5.    DELIVERY OF COLLATERAL......................................     6


SECTION 6.    REINSTATEMENT...............................................     6


SECTION 7.    REPRESENTATIONS AND WARRANTIES..............................     6


SECTION 8.    FURTHER ASSURANCES..........................................    10


SECTION 9.    VOTING RIGHTS; DISTRIBUTIONS, ETC...........................    11


SECTION 10.   PLACE OF ORGANIZATION; PLACE OF PERFECTION; RECORDS.........    12


SECTION 11.   COVENANTS...................................................    12


SECTION 12.   OPMW ADMINISTRATIVE AGENT...................................    17


SECTION 13.   ADMINISTRATIVE AGENT MAY PERFORM............................    17


SECTION 14.   DUTIES OF THE OPNY ADMINISTRATIVE AGENT, PLEDGOR,
              THE COMPANIES AND THE BORROWER..............................    17


SECTION 15.   REMEDIES....................................................    18


SECTION 16.   APPLICATION OF PROCEEDS.....................................    21


SECTION 17.   REMEDIES CUMULATIVE.........................................    21


SECTION 18.   DISCONTINUANCE OF PROCEEDINGS...............................    22


SECTION 19.   INDEMNITY AND EXPENSES......................................    22


SECTION 20.   WAIVER, AMENDMENT; SEVERABILITY.............................    22


SECTION 21.   SECURITY INTEREST ABSOLUTE..................................    23


SECTION 22.   ADDRESSES FOR NOTICES.......................................    24
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>           <C>                                                            <C>
SECTION 23.   SUCCESSORS AND ASSIGNS......................................    24


SECTION 24.   TERMINATION; RELEASE........................................    24


SECTION 25.   HEADINGS DESCRIPTIVE, ETC...................................    25


SECTION 26.   GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE.........    25


SECTION 27.   EXECUTION IN COUNTERPARTS...................................    26


SECTION 28.   LIMITATION OF RECOURSE......................................    26


SECTION 29.   SUBORDINATION...............................................    27
</TABLE>

Annexes

Annex A - Pledged Stock
Annex B - Form of Power
Annex C - Filings and Recordings


                                       ii
<PAGE>
                       SECOND LIEN STOCK PLEDGE AGREEMENT


      SECOND LIEN STOCK PLEDGE AGREEMENT, dated as of October 28, 2002 (this
"Agreement"), made by ORION POWER CAPITAL, LLC, a Delaware limited liability
company ("Pledgor"), as the obligor hereunder, to BANK OF AMERICA, N.A., as
administrative agent (in such capacity, together with any successors and
assigns, the "OPMW Administrative Agent") for the benefit of the Secured Parties
(as defined in the OPMW Credit Agreement defined below).

                              W I T N E S S E T H:

      WHEREAS, Pledgor is the owner of (a) all the issued and outstanding shares
of the Capital Stock of Orion Power New York GP, Inc., a corporation organized
and existing under the laws of the State of Delaware (the "GP Company"); such
shares consisting of 100 shares of common stock more fully described on Annex A
hereto (the "GP Pledged Shares") and (b) all the issued and outstanding shares
of the Capital Stock of Orion Power New York LP, Inc., a corporation organized
and existing under the laws of the State of Delaware (together with any
successor limited liability company, the "LP Company", and together with the GP
Company, the "Companies"); such shares consisting of 100 shares of Capital Stock
more fully described on Annex A hereto (including any membership interests of a
limited liability company successor to Orion Power New York L.P., Inc., the "LP
Pledged Shares", and, together with the GP Pledged Shares, the "Pledged
Shares");

      WHEREAS, the GP Company is the sole general partner of Orion Power New
York, L.P., a Delaware limited partnership (the "OPNY Borrower"), and the LP
Company is the sole limited partner of the OPNY Borrower;

      WHEREAS, the OPNY Borrower has entered into an Amended and Restated Credit
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "OPNY Credit
Agreement"), with Bank of America, N.A., as Administrative Agent (the "OPNY
Administrative Agent"), Banc of America Securities LLC and BNP Paribas, as lead
arrangers and joint book runners, Bank of America, N.A., as issuing bank, BNP
Paribas, as syndication agent, Union Bank of California, N.A., CoBank, ACB and
Deutsche Bank AG New York and/or Cayman Island Branch, as documentation agents,
and the Lenders named on the signature pages thereto and from time to time
parties thereto (the "OPNY Lenders"), pursuant to which the OPNY Lenders have
agreed, inter alia, to renew, modify and extend credit facilities that were
issued to the OPNY Borrower to finance a portion of the purchase price of the
Portfolio Assets (as defined in the OPNY Credit Agreement) and to provide
working capital availability to the OPNY Borrower;

      WHEREAS, the Orion Power Midwest, L.P. (the "OPMW Borrower") has entered
into a Second Amended and Restated Credit Agreement, dated as of the
Restructuring Effective Date (as the same may be amended, supplemented or
otherwise modified from time to time, the "OPMW Credit Agreement"), with the
OPMW Administrative Agent, Banc of America Securities LLC and BNP Paribas, as
lead arrangers and joint book runners, Bank of America,
<PAGE>
N.A., as issuing bank, BNP Paribas, as syndication agent, The Bank of Nova
Scotia, Mizuho Corporate Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG New
York Branch, as documentation agents, and the Lenders named on the signature
pages thereto and from time to time parties thereto (the "OPMW Lenders"),
pursuant to which the OPMW Lenders have agreed, inter alia, to renew, modify and
extend credit facilities that were issued to the OPMW Borrower to finance a
portion of the purchase price of the Portfolio Assets and to provide working
capital availability to the OPMW Borrower;

      WHEREAS, Pledgor has entered into that certain Stock Pledge Agreement,
dated as of the Restructuring Effective Date (as the same may be amended,
supplemented or otherwise modified from time to time, the "First Lien Stock
Pledge Agreement"), in favor of the OPNY Administrative Agent, pursuant to which
Pledgor has, among other things, granted a first priority pledge, assignment and
security interest in the Collateral to the OPNY Administrative Agent;

      WHEREAS, the OPMW Administrative Agent, the OPNY Administrative Agent, the
OPMW Lenders, the OPNY Lenders and Bank of America, N.A., as collateral agent
have entered into a Collateral Agency and Intercreditor Agreement, dated as of
the Restructuring Effective Date (as the same may be amended, supplemented or
otherwise modified from time to time, the "Intercreditor Agreement");

      WHEREAS, Pledgor and the Collateral Agent have entered into that certain
Deposit Account Agreement, dated as of the Restructuring Effective Date (as the
same may be amended, supplemented or otherwise modified from time to time, the
"Holdco Deposit Account Agreement");

      WHEREAS, it is a condition precedent to the obligations of the OPMW
Lenders under the Credit Agreement that this Agreement shall have been entered
into by the parties hereto and shall be in full force and effect;

      NOW, THEREFORE, in consideration of the foregoing and in order to induce
the OPMW Lenders to enter into the Credit Agreement, to continue to make
available to the Borrower the credit facilities evidenced by the OPMW Credit
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      SECTION 1. Definitions: Construction.

      (a) For the purposes of this Agreement, the following terms shall have the
meaning assigned to them in Article I of the OPMW Credit Agreement: Acceptable
Reserves; Affiliate; Capital Stock; Collateral Agent; Commitments; Contractual
Obligations; Credit Party; Events of Default; Financing Documents; Governing
Documents; Governmental Approval; Holdco Guarantee; Holdco New York Second Lien
Stock Pledge Agreement; Insurance Proceeds; Lead Arrangers; Lien; Notes;
Obligations; Person; Portfolio Assets; Operational Plans; OPNY Guarantee; OPNY
Obligations; OPNY Second Lien Documents, Requirement of Law; Restructuring
Effective Date; Secured Parties; Sponsor; and Transaction Documents.


                                       2
<PAGE>
      (b) When used in this Agreement: (i) "or" is not exclusive; (ii) a
reference to a Requirement of Law includes any amendment or modification to such
Requirement of Law; (iii) a reference to a Person includes its permitted
successors and permitted assigns; (iv) a reference to an agreement, instrument
or document shall include such agreement, instrument or document and all
exhibits and schedules thereto as the same may be amended, modified or
supplemented from time to time in accordance with its terms and as permitted by
the Financing Documents; and (v) the words "include," "includes," and
"including" mean "including without limitation".

      (c) In addition, wherever used in this Agreement and unless the context
otherwise requires, the following terms shall have the following meanings:

            "AGREEMENT" shall mean this Second Lien Stock Pledge Agreement.

            "COLLATERAL" shall have the meaning specified in Section 2.

            "COMPANIES" shall have the meaning provided in the Recitals to this
Agreement.

            "GP COMPANY" shall have the meaning provided in the Recitals to this
Agreement.

            "GP PLEDGED SHARES" shall have the meaning provided in the Recitals
to this Agreement.

            "HOLDCO ACCOUNTS" shall have the meaning assigned the term
"Accounts" in the Holdco Deposit Account Agreement.

            "HOLDCO DEPOSIT ACCOUNT AGREEMENT" shall have the meaning provided
in the Recitals to this Agreement.

            "HOLDCO OPERATING AGREEMENT" shall mean the limited liability
company agreement for the Pledgor in effect as of the Restructuring Effective
Date.

            "INTERCREDITOR AGREEMENT" shall have the meaning provided in the
Recitals to this Agreement.

            "LP COMPANY" shall have the meaning provided in the Recitals to this
Agreement.

            "LP PLEDGED SHARES" shall have the meaning provided in the Recitals
to this Agreement.

            "NON-RECOURSE PARTY" shall have the meaning provided in Section 28.

            "OPMW ADMINISTRATIVE AGENT" shall have the meaning provided in the
first paragraph of this Agreement.


                                       3
<PAGE>
            "OPMW BORROWER" shall have the meaning provided in the Recitals to
this Agreement.

            "OPMW CREDIT AGREEMENT" shall have the meaning provided in the
Recitals to this Agreement.

            "OPMW LENDERS" shall have the meaning provided in the Recitals to
this Agreement.

            "OPERATING AGREEMENT" shall have the meaning specified in Section
2(a)(iii).

            "OPNY ADMINISTRATIVE AGENT" shall have the meaning provided in the
Recitals to this Agreement.

            "OPNY BORROWER" shall have the meaning provided in the Recitals to
this Agreement.

            "OPNY CREDIT AGREEMENT" shall have the meaning provided in the
Recitals to this Agreement.

            "OPNY LENDERS" shall have the meaning provided in the Recitals to
this Agreement.

            "PLEDGED SHARES" shall have the meaning provided in the Recitals to
this Agreement.

            "PLEDGOR" shall have the meaning provided in the first paragraph of
this Agreement.

            "SECURED OBLIGATIONS" shall have the meaning provided in Section 3.

      SECTION 2. Pledge; Assignment; Grant of Security Interest(a). (a) To
secure the payment of the Secured Obligations, Pledgor hereby pledges, grants,
hypothecates, assigns, transfers and sets over to the OPMW Administrative Agent,
and hereby grants to the OPMW Administrative Agent a security interest of second
priority in, and hereby delivers unto, endorses to, and registers a Lien in
favor of the OPMW Administrative Agent (in each case for the benefit of the
Secured Parties) in the following (collectively, the "Collateral"):

            (i) the Pledged Shares and any certificates or instruments
      representing the Pledged Shares, accompanied by duly executed powers in
      blank, and all cash, securities, dividends and other property at any time
      in the future and from time to time received, receivable or otherwise
      distributed, in respect of or in exchange for any or all of the Pledged
      Shares;

            (ii) all securities hereafter delivered to the OPMW Administrative
      Agent in substitution for or in addition to any of the foregoing, any
      certificates representing or


                                       4
<PAGE>
      evidencing such securities, and all cash, securities, dividends and other
      property, at any time and from time to time received, receivable or
      otherwise distributed in respect of or in exchange for any or all of the
      foregoing;

            (iii) all other claims of any kind or nature, and any instruments,
      certificates, chattel paper or other writings evidencing such claims,
      including, upon the conversion of the LP Company to a limited liability
      company, the limited liability company agreement relating to the LP
      Company (the "Operating Agreement"), whether in contract or tort, and
      whether arising by operation of law, consensual agreement or otherwise, at
      any time acquired by Pledgor in respect of any or all of the foregoing
      collateral against the LP Company, including (A) all claims of Pledgor for
      damages arising out of or for breach of or default under the Operating
      Agreement, (B) the right of Pledgor to terminate the Operating Agreement,
      to perform and exercise consensual or voting rights thereunder and to
      compel performance and otherwise exercise all remedies thereunder, (C) all
      rights of Pledgor as a member of the LP Company, to any property and
      assets of the LP Company (whether real property, inventory, equipment,
      contract rights, accounts, receivables, general intangibles, securities,
      instruments, chattel paper, documents, chooses in action or otherwise) ;
      and

            (iv) all proceeds of any of the foregoing including (A) all rights
      of Pledgor to receive monies due and to become due under or pursuant to
      the foregoing collateral, (B) all rights of Pledgor to receive a return of
      any insurance premiums or Insurance Proceeds or other proceeds of any
      indemnity, warranty or guarantee with respect to the foregoing collateral,
      and (C) to the extent not included in the foregoing, all additions to and
      replacements of the foregoing collateral and all proceeds (including
      proceeds that constitute property of the types described above) receivable
      or received when any and all of the foregoing collateral is sold,
      collected, exchanged or otherwise disposed whether voluntarily or
      involuntarily.

      (b) Notwithstanding anything to the contrary contained in Section 2(a), if
any Pledged Share (whether now owned or hereafter acquired) is evidenced by an
uncertificated security, Pledgor shall promptly notify the OPMW Administrative
Agent thereof and shall promptly take all actions required to perfect the
security interest of the OPMW Administrative Agent under applicable law
(including under the Uniform Commercial Code as adopted in any appropriate
jurisdiction). Pledgor further agrees to take such actions as the Administrative
Agent deems necessary or desirable to effect the foregoing and to permit the
OPMW Administrative Agent to exercise any of its rights and remedies hereunder,
and agrees to provide an opinion of counsel reasonably satisfactory to the OPMW
Administrative Agent with respect to any such pledge of uncertificated Pledged
Shares promptly upon written request of the OPMW Administrative Agent.

      SECTION 3. Security for Secured Obligations. This Agreement is for the
benefit of the OPMW Administrative Agent and the other Secured Parties to secure
the prompt and complete payment and performance when due by the OPNY Borrower of
all of the obligations under the OPNY Guarantee (collectively, the "Secured
Obligations").


                                       5
<PAGE>
      SECTION 4. No Subrogation. Pledgor shall not exercise any rights which it
may acquire by way of subrogation, reimbursement, contribution, or offset under
this Agreement, by any payments made hereunder or otherwise, until all Secured
Obligations and all the Notes, together with interest, shall have been
indefeasibly paid in full in cash and all Commitments have been terminated. If
any amount shall be paid to Pledgor on account of such subrogation rights at any
time when all Secured Obligations and the Notes, together with interest shall
not have been indefeasibly paid in full in cash (whether pursuant to a claim in
any bankruptcy or similar proceeding or otherwise) or when any Commitment shall
remain outstanding, such amount shall be held in trust for the benefit of the
OPMW Administrative Agent and the Secured Parties and shall forthwith be paid to
the OPMW Administrative Agent to be credited and applied to the Secured
Obligations, whether matured or unmatured, in accordance with Section 16.

      SECTION 5. Delivery of Collateral. All certificates or instruments
representing or evidencing the Collateral at any time shall be delivered to and
held by or on behalf of the OPNY Administrative Agent pursuant to the First Lien
Stock Pledge Agreement and shall be in suitable form for transfer by delivery,
or shall be accompanied by duly executed instruments of transfer or assignment
in blank, in accordance with the terms of the Intercreditor Agreement and
otherwise in form and substance satisfactory to the OPMW Administrative Agent.
During any period after the First Lien Stock Pledge Agreement has been
terminated in accordance with its terms, the OPMW Administrative Agent shall
have the right, upon the occurrence and continuance of an Event of Default, in
its discretion and without notice to Pledgor, to transfer to or to register in
the name of the OPMW Administrative Agent or any of its nominees any or all of
the Collateral then held by the OPMW Administrative Agent, subject only to
compliance with Requirements of Law, the terms and conditions of the OPMW Credit
Agreement and the Intercreditor Agreement and the revocable rights specified in
Section 9 and Section 29. In addition, to the extent certificates or instruments
are held by the OPMW Administrative Agent, the OPMW Administrative Agent shall
have the right at any time to exchange certificates or instruments representing
or evidencing Collateral for certificates or instruments of smaller or larger
denominations.

      SECTION 6. Reinstatement. This Agreement shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Secured Obligations is rescinded or must otherwise be
restored or returned by any Secured Party upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Pledgor or any other Credit Party,
or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, Pledgor or any substantial
part of its property, or otherwise, all as though such payments had not been
made.

      SECTION 7. Representations and Warranties. Pledgor represents and warrants
as follows:

      (a) Pledgor (i) is a limited liability company, duly formed, validly
existing and in good standing under the laws of the State of Delaware, (ii) has
all requisite power and authority to own its property and assets, to borrow
money and to transact the business in which it is presently engaged and in which
it proposes to be engaged, (iii) has duly qualified and is


                                       6
<PAGE>
authorized to do business and is in good standing in every jurisdiction where
the character of its properties or the nature of its activities makes such
qualification necessary, except where the failure to be so qualified could not
reasonably be expected to have a material adverse effect on any Portfolio Asset,
and (iv) is in full compliance with its Governing Documents, all Contractual
Obligations, all applicable material Requirements of Law and all Governmental
Approvals, except in each case of this clause (iv), to the extent that the
failure to comply with any of the foregoing could not reasonably be expected to
have a Material Adverse Effect. As of the date hereof, Pledgor is the owner of
all the issued and outstanding shares of the Capital Stock of each of the
Companies.

      (b) The execution, delivery and performance by Pledgor of this Agreement
and the consummation of the transactions contemplated hereby (i) are within its
powers, (ii) have been duly authorized by all necessary limited liability
company action, (iii) do not and will not contravene (A) its Governing Documents
or (B) any material Requirement of Law, any material Contractual Obligation or
any material Governmental Approval binding on or affecting it, and (iv) do not
and will not conflict with or be inconsistent with or result in any breach of
any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of its properties or assets pursuant to the
terms of any material Contractual Obligation binding on or affecting it.

      (c) Pledgor has duly executed and delivered this Agreement and this
Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity.

      (d) No approval of any Person (except for any Governmental Authority),
except such as have been duly obtained, made or given, and are in full force and
effect, is required to authorize, or is required in connection with (i) the
execution, delivery or performance of this Agreement by Pledgor or the
consummation of any of the transactions contemplated hereby, (ii) the legality,
validity, binding effect or enforceability of this Agreement or the perfection
and maintenance of the security interest created hereby (including the second
priority nature of such security interest) or (iii) subject to the terms of
Section 29 hereof and the Intercreditor Agreement, for the exercise by the OPMW
Administrative Agent of the voting or other rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement (including Section 29 hereof and the Intercreditor Agreement) except,
in each case, for any approval of any such Person the absence of which could not
reasonably be expected to have a material adverse effect on the ability of the
Administrative Agent to exercise voting rights or remedies in respect of the
Collateral.

      (e) This Agreement creates a valid security interest in the Collateral
purported to be pledged and assigned by Pledgor hereunder securing the payment
of the Secured Obligations.


                                       7
<PAGE>
      (f) The Pledged Shares consist of the number and type of shares of the
Capital Stock of the Companies, as described in Annex A. All of the Pledged
Shares are certificated securities.

      (g) The Pledged Shares are, and along with any securities pledged in
substitution therefor or in addition thereto will be, duly and validly issued,
fully paid and nonassessable and duly and validly pledged hereunder in
accordance with all applicable Requirements of Law, and Pledgor warrants,
covenants and agrees to defend the Collateral Agent's right, title and interest
in and to the Pledged Shares and all other Collateral against the claims and
demands of all Persons whomsoever.

      (h) Pledgor is the record, legal and beneficial owner of, and has good
title to all of the Pledged Shares and all other Collateral purported to be
pledged and assigned by it hereunder, free and clear of all Liens and other
claims, security interests, mortgages, pledges and other encumbrances of every
nature whatsoever, except Liens in favor of the OPMW Administrative Agent and
the OPNY Administrative Agent, and it has the right to pledge the Pledged Shares
and all other Collateral as herein provided.

      (i) The Pledged Shares constitute and any securities pledged in
substitution therefor, or in addition thereto shall as of the date thereof
constitute one hundred percent (100%) of all the issued and outstanding Capital
Stock of the Companies. The Companies do not have outstanding (i) any securities
convertible into or exchangeable for their Capital Stock or (ii) any rights to
subscribe for or to purchase, or any options for the purchase of, or any
agreement, or any options for the purchase of, or any agreement, arrangements or
understandings providing for the issuance of its Capital Stock.

      (j) Each certificate evidencing the Pledged Shares is issued in the name
of Pledgor and each such certificate has been duly endorsed and executed in
blank or has attached thereto a power substantially in the form of Annex B duly
signed in blank by the appropriate officer of Pledgor. Each such power will give
the OPMW Administrative Agent the rights and authority it purports to give.

      (k) Upon receipt by the OPMW Administrative Agent of the certificates
representing the Pledged Shares (which either have been duly executed in blank
or have attached thereto powers substantially in the form of Annex B duly signed
in blank by the appropriate officer of Pledgor), the security interest described
in this Agreement will represent a valid and perfected second priority lien on,
and security interest in, the Collateral, in favor of the OPMW Administrative
Agent for the benefit of the Secured Parties.

      (l) Pledgor has not executed, or authorized and there does not currently
exist, any effective financing statement or other instrument similar in effect
that is on file in any recording office covering all or any part of Pledgor's
interest in the Collateral, except such as may have been filed pursuant to this
Agreement or the other Financing Documents or the Financing Documents (as
defined in the OPNY Credit Agreement) (the "OPNY Financing Documents"). Upon the
completion of all filings and recordings described in Annex C, no filings or
recordings (including under the Uniform Commercial Code as adopted in the State
of New York and in the


                                       8
<PAGE>
State of Delaware) will be necessary to be made in order to perfect, protect and
preserve the lien on and security interest in the Collateral created by this
Agreement.

      (m) None of the Pledged Shares constitutes margin stock, as defined in
Regulation U of the Board of Governors of the Federal Reserve System.

      (n) The Holdco Operating Agreement, a true and complete copy of which has
been furnished to the OPMW Administrative Agent, has been duly authorized,
executed and delivered by Pledgor and is in full force and effect and is binding
upon and enforceable against Pledgor in accordance with its terms. There exists
no default under the Holdco Operating Agreement.

      (o) The chief place of business and chief executive office of Pledgor and
the office where Pledgor keeps its records concerning the Collateral is set
forth under its name on the signature page hereof.

      (p) There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.

      (q) No part of the Collateral is subject to the terms of any agreement
restricting the sale or transfer of such Collateral, except for the Operating
Agreement, Holdco Operating Agreement and the Financing Documents and the OPNY
Financing Documents.

      (r) Except as set forth on Schedule 4.05 of the OPNY Credit Agreement,
there is no (i) injunction, writ, preliminary restraining order or order of any
nature issued by an arbitrator, court or other Governmental Authority against
Pledgor in connection with the transactions provided for herein, the other
Transaction Documents or the Operational Plans, or (ii) action, suit,
arbitration, litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority pending against Pledgor or, to Pledgor's knowledge,
threatened against Pledgor which would reasonably be expected to adversely
affect the right or ability of Pledgor to fulfill its obligations under this
Agreement.

      (s) Pledgor's obligations under this Agreement are not subject to any
offsets or defenses of any kind against the OPMW Borrower, the OPNY Borrower,
the OPMW Administrative Agent, the OPNY Administrative Agent or the Secured
Parties.

      (t) Pledgor has, independently and without reliance upon the OPMW
Administrative Agent and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.

      (u) Pledgor is not (i) an "investment company" or a company "controlled"
by an "investment company" within the meaning of the United States of America
Investment Company Act of 1940, as amended, or an "investment advisor" within
the meaning of the United States of America Investment Advisors Act of 1940, as
amended or (ii) subject to regulation by the Securities and Exchange Commission
under PUHCA as a "public-utility company," an "electric utility company," a
"holding company," or a subsidiary or affiliate of any of the foregoing. No


                                       9
<PAGE>
certification of a state public utility commission pursuant to Section 33(a)(2)
of PUHCA is required as a result of the investment of Pledgor in the Companies.

      (v)   (i) Upon its execution and delivery, the Operating Agreement, a
      true and complete copy of which will be furnished to the OPMW
      Administrative Agent, will have been duly authorized, executed and
      delivered by Pledgor and will be in full force and effect and is binding
      upon and enforceable against Pledgor in accordance with its terms, except
      as enforcement thereof may be subject to (i) the effect of any applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors' rights generally and (ii) general principles of
      equity.

            (ii) Pledgor shall at its expense perform and observe all the terms
      and provisions to be performed or observed by it under the Operating
      Agreement, maintain the Operating Agreement in full force and effect,
      enforce the Operating Agreement in accordance with its terms, and take all
      such action to such end as may be from time to time reasonably requested
      by the OPMW Administrative Agent.

            (iii) Pledgor shall not:

                  (A) cancel or terminate the Operating Agreement or consent to
            or accept any cancellation or termination thereof;

                  (B)   amend or otherwise modify in a material respect the
            Operating Agreement; or

                  (C) waive any material default under or material breach of the
            Operating Agreement.

      SECTION 8. Further Assurances. (a) Subject to and without limiting Section
7(k) and Section 29 hereof and the Intercreditor Agreement, Pledgor agrees that
from time to time, at the expense of Pledgor, Pledgor will promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary, or that the OPMW Administrative Agent may reasonably request,
in order to perfect and protect the pledge, assignment, hypothecation and
security interest granted or purported to be granted hereby or to enable the
OPMW Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral, including entering into any amendment
or restatement of this Agreement in connection with the conversion of the LP
Company to a limited liability company pursuant to the terms and conditions of
the LP Guarantee, filing financing statements, paying fees, charges and expenses
related thereto, and causing the LP Company to register the security interests
hereunder in the name of the OPMW Administrative Agent in the register
maintained for such purpose at the chief executive office and principal place of
business of such Company. Without limiting the generality of the foregoing,
Pledgor will (i) execute and file such financing or continuation statements, or
amendments thereto, and such other instruments or notices, as may be necessary,
or as the OPMW Administrative Agent may reasonably request, in order to perfect
and preserve the assignment, hypothecation and security interest granted or
purported to be granted hereby; and (ii) mark conspicuously, at the request of
the OPMW Administrative Agent,


                                       10
<PAGE>
each of its records pertaining to the Collateral with a legend, in form and
substance reasonably satisfactory to the OPMW Administrative Agent, indicating
that the Collateral has been assigned and is subject to the security interest
pursuant hereto.

      (b) Pledgor hereby further authorizes the OPNY Administrative Agent to
file one or more financing or continuation statements, and amendments thereto,
relative to all or any part of the Collateral without the signature of Pledgor
where permitted by law. A photocopy or other reproduction of this Agreement or
any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

      SECTION 9. Voting Rights; Distributions, Etc. (a) Pledgor shall not be
entitled to receive any payments or other distributions receivable by it under
the Operating Agreement except as expressly permitted for deposit in the Holdco
Accounts pursuant to the terms and conditions of the Holdco Deposit Account
Agreement. Unless and until an Event of Default shall have occurred and be
continuing, and Pledgor shall have been notified by the OPMW Administrative
Agent of the Secured Parties' written election to exercise remedies hereunder,
but subject, nevertheless, at all times to the restrictions imposed by the terms
and conditions of the OPNY Credit Agreement during any period after the First
Lien Stock Pledge Agreement has terminated in accordance with its terms, Pledgor
shall be entitled to exercise any voting and other corporate rights with respect
to the Pledged Shares or any securities pledged in substitution therefor or in
addition thereto for any purpose, and in any manner, not in violation of or
inconsistent with the terms of this Agreement or any other Financing Document;
provided, however, that, Pledgor shall not exercise or refrain from exercising
any such voting and other rights if it could reasonably be anticipated that such
action or inaction would have an adverse effect on the creation, attachment,
perfection or priority of the security interests herein granted. Upon Pledgor's
receipt of a notice in accordance with the first sentence of this Section 9, and
during the continuance of an Event of Default which occurs, all such rights of
Pledgor to vote and to give consents, waivers and ratifications shall be
exercisable solely by the OPMW Administrative Agent in accordance with Section
15.

      (b) Pledgor shall not be entitled to receive any cash or non-cash
dividends or distributions otherwise payable in respect of the Pledged Shares,
except any cash distributions expressly permitted for deposit in the Holdco
Accounts pursuant to the terms and conditions of the Holdco Deposit Account
Agreement. Non-cash dividends or distributions and dividends and distributions
paid or payable in cash in respect of any such Collateral in connection with a
partial or total liquidation or dissolution of any of the Companies or the
Borrower Entities, shall be, and shall be forthwith delivered to the OPMW
Administrative Agent to hold as Collateral and shall, if received by Pledgor, be
received in trust for the benefit of the OPMW Administrative Agent, be
segregated from the other property or funds of Pledgor and be promptly delivered
to the OPMW Administrative Agent as Collateral in the same form as so received
(with any necessary endorsement or assignment). The OPMW Administrative Agent
shall also be entitled at all times to receive directly, and to retain as part
of the Collateral all other or additional stock or other securities or property
(including cash) issued, paid or distributed for any reason in respect of the
Pledged Shares or other Collateral.


                                       11
<PAGE>
      (c) Subject to the terms and conditions of the Holdco Deposit Account
Agreement, upon the occurrence and during the continuance of an Event of Default
during any period in which the First Lien Stock Pledge Agreement has terminated
in accordance with its terms, immediately upon Pledgor's receipt of written
notice from the OPMW Administrative Agent that the OPMW Administrative Agent
intends to act pursuant to this clause (c), all rights of Pledgor to exercise or
refrain from exercising the voting and other corporate rights which it would
otherwise be entitled to exercise shall thereupon become exercisable by the OPMW
Administrative Agent, acting in good faith, who shall have the sole right to
exercise or refrain from exercising such voting and other corporate rights
unless and until such Event of Default ceases to exist.

      SECTION 10. Place of Organization; Place of Perfection; Records. Pledgor
is organized in the State of Delaware, and Pledgor's exact legal name is Orion
Power Capital, LLC. Pledgor has no trade name. Pledgor will not change its
jurisdiction of organization or its name without having given the OPMW
Administrative Agent not less than thirty (30) days' prior written notice of its
intention to do so, clearly describing to the OPMW Administrative Agent such new
jurisdiction or name and providing such other information and taking any action
in connection therewith as the OPMW Administrative Agent may reasonably request,
including all action necessary or requested by the OPMW Administrative Agent to
maintain the security interest of the OPMW Administrative Agent in the
Collateral intended to be granted hereby at all times fully perfected, of second
priority and in full force and effect. Pledgor shall keep its place of business
and chief executive office and the office where it keeps its records concerning
the Collateral, and of all other chattel paper which evidence the Collateral, at
its address specified on the signature pages hereof, or, upon thirty (30) days'
prior written notice to the OPMW Administrative Agent, at such other location in
a jurisdiction where all action required by Section 8 shall have been taken with
respect to the Collateral. Pledgor will hold and preserve such records and will
permit representatives of the OPMW Administrative Agent at any time, upon
reasonable prior notice, during normal business hours to inspect and make
abstracts from such records.

      SECTION 11. Covenants. Pledgor covenants and agrees that so long as any
OPMW Lender shall have any Commitment outstanding, and until the Notes, together
with interest, and all other Secured Obligations are indefeasibly paid in full
in cash, unless the OPMW Administrative Agent shall otherwise consent in
writing:

      (a) Maintenance of Register. Pledgor shall cause each Company to maintain
at all times a register at its chief place of business and chief executive
office in which the security interest in the Collateral granted hereby to the
OPMW Administrative Agent, to the extent that the same constitutes
"uncertificated securities" (as defined in the Delaware Uniform Commercial
Code), shall be evidenced.

      (b) Preservation of Existence, Etc. Except in connection with the
conversion of the LP Company into a limited liability company, Pledgor shall
preserve and maintain, and shall cause each of the Companies and the Borrower
and its Subsidiaries to preserve and maintain, its lawful existence under the
laws of the state of organization and its qualification to do business in


                                       12
<PAGE>
every jurisdiction where the character of its properties or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified could not reasonably be expected to have a material adverse effect on
any Portfolio Asset. Pledgor shall preserve and maintain all of its rights
(charter and statutory), privileges and franchises necessary or desirable for
the conduct of its business in accordance with the Transaction Documents.

      (c) Compliance with Law. Pledgor shall comply with all Requirements of Law
and Governmental Approvals applicable to it, except when any such Requirement of
Law or Governmental Approval is being contested in good faith and by appropriate
proceedings and for which Acceptable Reserves have been established, or except
in each case where the failure to so comply could not reasonably be expected to
have a material adverse effect on any Portfolio Asset.

      (d) Change in Nature of Business. Pledgor shall not engage in any business
other than being the sole shareholder of the Companies, Orion Power Midwest GP,
Inc. and Orion Power Midwest LP, Inc., and maintaining, and distributing cash to
and from, the Holdco Accounts pursuant to the Holdco Deposit Account Agreement.
Except in accordance with a conversion of the LP Company to limited liability
company as contemplated by the LP Guarantee, Pledgor shall not cause or permit
either Company to change its legal form or Governing Documents (other than to
(i) change its name, (ii) add, replace or eliminate offices and/or officers,
and/or (iii) replace any director, or add to or reduce the number of directors
comprising the board so long as such addition, replacement or reduction does not
eliminate the independent director or modify the nature or extent of the
independent director's powers in any way), change its fiscal year or engage in
any business other than, with regard to Orion Power New York GP, Inc., being the
general partner of Astoria Generating Company, L.P., Carr Street Generating
Station, L.P. and Erie Boulevard Hydropower, L.P. and with regard to Orion Power
New York LP, Inc., being a limited partner or other equity owner of the OPNY
Borrower.

      (e) Jurisdiction of Organization. Except in accordance with the conversion
of the LP Company to a limited liability company in the manner contemplated and
permitted under Section 7 of the LP Guarantee, Pledgor shall cause each of the
Companies at all times to be a corporation organized under the laws of the State
of Delaware. Pledgor shall at all times be a limited liability company organized
under the laws of the State of Delaware.

      (f) Bankruptcy. Pledgor shall not file a voluntary petition concerning
itself, or commence proceedings to have any of the Companies, the OPNY Borrower
or any of its Subsidiaries adjudicated bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against itself, any of the
Companies, the OPNY Borrower or any of its Subsidiaries, or file a petition
seeking or consenting to reorganization or relief of itself, any of the
Companies, the OPNY Borrower or any of its Subsidiaries as debtor under any
applicable federal or state law relating to bankruptcy, insolvency, or other
relief from debtors, if any, with respect to itself, any of the Companies, the
OPNY Borrower or any of its Subsidiaries, or seek or consent to the appointment
of any trustee, receiver, conservator, assignee, sequestrator, custodian,
liquidator (or other similar official) of any of the Companies, the OPNY
Borrower or any of its Subsidiaries or of all or any substantial part of the
properties and assets of itself, any of the Companies, the


                                       13
<PAGE>
OPNY Borrower or any of its Subsidiaries, or make any general assignment for the
benefit of creditors, if any, of itself, any of the Companies, the OPNY Borrower
or any of its Subsidiaries, or admit in writing the inability of itself, any of
the Companies, the OPNY Borrower or any of its Subsidiaries to pay its debts
generally as they become due or declare or effect a moratorium on the debt, if
any, of itself, any of the Companies, the OPNY Borrower or any of its
Subsidiaries or take any action in furtherance of any of the foregoing.

      (g) Taxes. Pledgor shall cause to be paid or discharged (whether by it or
any of its Affiliates, or otherwise) all taxes, assessments and governmental
charges or levies lawfully imposed upon it, any of the Companies, the OPNY
Borrower or any of its Subsidiaries or upon any of their respective income or
profits or upon any of the Portfolio Assets or the Collateral and all lawful
claims or obligations that, if unpaid, would become a Lien upon the Collateral
(as defined in the OPMW Credit Agreement), whether real or personal, the
Collateral (as defined in this Agreement) or upon any part thereof. Pledgor or
the applicable Company, the OPNY Borrower or any of its Subsidiaries shall have
the right, however, to contest in good faith the validity or amount of any such
tax, assessment, charge, levy, claim or obligation by proper proceedings, and
may permit the taxes, assessments, charges, levies, claims or obligations so
contested to remain unpaid during the period of such contest if: (i) Pledgor or
such Company, the OPNY Borrower or any of its Subsidiaries diligently prosecutes
such contest in good faith and by appropriate proceedings and for which
Acceptable Reserves have been established; (ii) during the period of such
contest, the enforcement of any contested item is effectively stayed; and (iii)
the failure to pay or comply with the contested item could not reasonably be
expected to result in an adverse effect on the Collateral taking into account
the existence of such Acceptable Reserves.

      (h) Operations Matters. In the conduct its business and operations,
Pledgor shall, and shall cause each of the Companies to:

            (i) maintain books and records, separate from those of any other
      Person;

            (ii) maintain its bank accounts and all its other assets separate
      from those of any other Person;

            (iii) hold regular member, partnership or shareholder meetings, as
      appropriate, to conduct its business, and observe all other limited
      liability company, partnership or corporate formalities, as the case may
      be;

            (iv) hold itself out to creditors and the public as a legal entity
      separate and distinct from any other Person;

            (v) prepare separate financial statements, or if part of a
      consolidated or combined group, then it shall be shown as a separate
      member of such group, including in a footnote(s) to the relevant financial
      statements disclosing its separate existence and identity and the
      existence of its own assets;


                                       14
<PAGE>
            (vi) allocate and charge fairly and reasonably any common employee
      or overhead shared with Affiliates;

            (vii) transact all business with Affiliates on an arm's-length basis
      and to enter into transactions with Affiliates on an arm's-length basis;

            (viii) conduct business in its own name;

            (ix) with regard to each Company, maintain a sufficient number of
      employees in light of such Company's contemplated business operations;

            (x) correct any misunderstanding regarding its separate identity of
      which Pledgor has actual knowledge;

            (xi) not identify itself in writing as a division of any other
      Person; and

            (xii) maintain adequate capital in light of its contemplated
      business operations.

      (i) Assets. Pledgor shall not own or acquire ownership interest in any
Person other than the Companies, Orion Power Midwest GP, Inc. and Orion Power
Midwest LP, Inc. (or any successor limited liability company) and other assets
having an aggregate value in excess of $50,000, and shall not sell, assign (by
operation of law or otherwise) or otherwise dispose of any interest in the
foregoing or in any of the Collateral.

      (j) Indebtedness. Pledgor shall not incur Indebtedness, other than
pursuant to the Holdco Guarantees, or make any loan or advances to any other
Person except loans or advances permitted under the Holdco Deposit Account
Agreement.

      (k) Distributions. Pledgor shall not declare any dividends or make any
distributions to any Person, except strictly in accordance with the Holdco
Deposit Account Agreement.

      (l) Merger. Pledgor shall not merge or be consolidated with any Person.

      (m) Holdco Operating Agreement. Pledgor shall not change its legal form or
amend, or otherwise modify, the Holdco Operating Agreement or any of its other
Governing Documents (other than to (i) change its name, (ii) add, replace or
eliminate offices or officers, if any, or (iii) replace any Manager or add to or
reduce the number of Managers so long as such addition, replacement or reduction
does not eliminate the independent Manager or modify the nature or extent of the
independent Manager's powers in any way) or cancel or terminate the Holdco
Operating Agreement or consent to or accept any cancellation or termination
thereof, nor shall it change its fiscal year.

      (n) Contributions. Pledgor shall not make any equity investment or
contributions of capital to any Subsidiary except in accordance with the Holdco
Deposit Account Agreement.

      (o) Pledged Shares.


                                       15
<PAGE>
            (i) Pledgor shall defend the OPMW Administrative Agent's right,
      title and interest in and to the Pledged Shares and all other Collateral
      against the claims and demands of all Persons whomsoever.

            (ii) The Pledged Shares, and any securities pledged in substitution
      therefor or in addition thereto, shall at all times constitute, one
      hundred percent (100%) of all the issued and outstanding Capital Stock of
      the Companies.

            (iii) Pledgor shall not authorize the issuance by the Companies of
      any additional membership interests or stock of the Companies, (whether
      common or preferred and whether of a class now or hereafter existing)
      unless concurrently with such issuance all such stock is owned by Pledgor
      and made subject to the subordinated pledge of shares hereunder. If
      Pledgor shall acquire (by purchase, stock dividend or otherwise) any
      additional membership interests or stock in the Companies at any time or
      from time to time after the date hereof, Pledgor will promptly pledge and
      deposit or cause to be deposited such membership interests or stock with
      the OPMW Administrative Agent and deliver or cause to be delivered to the
      OPMW Administrative Agent certificates therefor, accompanied by powers
      duly executed in blank by Pledgor, and will promptly thereafter deliver to
      the OPMW Administrative Agent a certificate executed by any Responsible
      Officer of Pledgor describing such shares and certifying that the same
      have been duly pledged with the OPMW Administrative Agent hereunder.

            (iv) Any security pledged in substitution of the Pledged Shares or
      in addition to the Pledged Shares will be (A) duly and validly issued,
      fully paid and nonassessable and duly and validly pledged hereunder in
      accordance with all applicable Requirements of Law and (B) issued in the
      name of Pledgor and when issued will then have been duly endorsed and
      executed in blank or when issued will then have, attached thereto a power
      substantially in the form of Annex B duly signed in blank by the
      appropriate officer of Pledgor. Each such power will give the OPNY
      Administrative Agent the rights and authority it purports to give. Upon
      receipt by the OPNY Administrative Agent of such new certificates (which
      either will have been duly executed in blank or will have attached thereto
      such powers of the OPNY Administrative Agent), the security interest
      described in this Agreement will attach thereto and will represent a valid
      and perfected second priority on and security interest in such Collateral,
      in favor of the OPMW Administrative Agent for the benefit of the Secured
      Parties.

            (v) Pledgor shall not execute or authorize to be filed in any public
      office any financing statement (or similar statement or instrument of
      registration under the law of any jurisdiction) or statements relating to
      the Collateral, except financing statements filed or to be filed in
      respect of and covering the security interests granted hereby by Pledgor
      or granted by Pledgor in the Holdco Midwest Stock Pledge Agreement.

            (vi) Pledgor shall not hereafter create or permit to exist any Lien,
      security interest or other charge, encumbrance or other security
      arrangement upon or with respect


                                       16
<PAGE>
      to, any of the Collateral (other than Liens created under this Agreement
      or the First Lien Stock Pledge Agreement).

      (p) Share Transfer Restrictions. Pledgor shall not sell, assign, transfer
or permit to be sold, assigned or transferred any of its interests in the
Companies, whether directly or indirectly.

      SECTION 12. OPMW Administrative Agent. Bank of America, N.A. has been
appointed by the Secured Parties to act as the Administrative Agent hereunder.
Pledgor hereby appoints the OPMW Administrative Agent as Pledgor's
attorney-in-fact, with full authority in the place and stead of Pledgor and in
the name of Pledgor or otherwise, from time to time in the OPMW Administrative
Agent's discretion at any time that an Event of Default shall have occurred and
be continuing during any period after the First Lien Stock Pledge Agreement has
terminated in accordance with its terms, to take any action and to execute any
instrument which the OPMW Administrative Agent may deem necessary or advisable
to accomplish the purposes of this Agreement, including to ask, demand, collect,
sue for, recover, compound, receive and give acceptance and receipts for moneys
due and to become due under or in connection with the Collateral, to receive,
indorse, and collect any drafts or other instruments, documents and chattel
paper in connection therewith, and to file any claims or take any action or
institute any proceedings which the OPMW Administrative Agent may deem to be
necessary or desirable for the collection thereof. Such appointment is coupled
with an interest and is irrevocable. The OPMW Administrative Agent shall have
the right to appoint one or more agents for the purpose of retaining physical
possession of the Pledged Shares and other Collateral, which may be held (in the
discretion of the OPMW Administrative Agent) in the name of Pledgor, endorsed or
assigned in blank or in favor of the OPMW Administrative Agent or any nominee or
nominees of the OPMW Administrative Agent or an agent appointed by the OPMW
Administrative Agent.

      SECTION 13. Administrative Agent May Perform. If Pledgor fails to perform
any agreement contained herein, the OPMW Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the OPMW
Administrative Agent incurred in connection therewith shall be payable by
Pledgor under Section 19(b).

      SECTION 14. Duties of the OPNY Administrative Agent, Pledgor, the
Companies and the Borrower. (a) The powers conferred on the OPMW Administrative
Agent hereunder are solely to protect its interest in the Collateral and shall
not impose any duty upon it to exercise any such powers. Except for the safe
custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the OPMW Administrative Agent shall have no
duty as to any Collateral or as to the taking of any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Collateral,
and no such duties shall be implied as arising hereunder.

      (b) It is expressly agreed, anything herein contained to the contrary
notwithstanding, that Pledgor, each Company and the OPNY Borrower and each of
its Subsidiaries shall remain liable to perform all of their respective
obligations, if any, assumed by them with respect to the Collateral and the OPMW
Administrative Agent and the OPMW Lenders shall have no obligations or
liabilities (other than obligations or liabilities resulting from the OPMW


                                       17
<PAGE>
Administrative Agent's or any OPMW Lender's gross negligence or willful
misconduct) with respect to any Collateral by reason of or arising out of or in
connection with this Agreement, nor shall the OPMW Administrative Agent or the
OPMW Lenders be required or obligated in any manner to perform or fulfill any of
the obligations of Pledgor, any of the Companies, the OPNY Borrower or any of
its Subsidiaries under or with respect to any Collateral.

      SECTION 15. Remedies. If any Event of Default shall have occurred and be
continuing, subject to the terms and conditions of the Credit Agreement and this
Agreement and in compliance with Requirements of Law and the terms of the
Intercreditor Agreement:

      (a) The OPMW Administrative Agent shall be entitled to exercise all the
rights, powers and remedies vested in it (whether vested in it by this
Agreement, the OPMW Credit Agreement or any other Financing Document or by law)
for the protection and enforcement of its rights in respect of the Collateral
and, without limitation of the foregoing, may cause all or any of the Pledged
Shares or other Collateral to be transferred into its name or that of a nominee
or nominees, and Pledgor shall, upon the request of the OPMW Administrative
Agent, execute such additional instruments and documents as are necessary to
effect such transfer;

      (b) The OPMW Administrative Agent, without being required to give any
notice to Pledgor or the Companies (except in respect of actions taken pursuant
to Section 9(a)), shall be entitled to exercise the following rights, which,
Pledgor agrees, are commercially reasonable:

            (i) to exercise any and all voting rights with respect to the
      Pledged Shares and other Collateral, including the appointment and removal
      of any proxy or proxies or substitute or substitutes;

            (ii) to receive and retain, as collateral security for the Secured
      Obligations, any and all dividends at any time and from time to time
      declared or paid upon any of the Pledged Shares and other Collateral
      otherwise payable to Pledgor;

            (iii) to accept rights issues;

            (iv) approve any liquidation or scheme of arrangement or any other
      composition or arrangement with or for creditors, whether secured or
      unsecured and whether formed pursuant to the order of any court or
      otherwise, and to give any consent on behalf of Pledgor in relation
      thereto;

            (v) to attend meetings of creditors and vote;

            (vi) to compromise claims in relation to or arising out of the
      Pledged Shares;

            (vii) to give sufficient receipts and discharges for all monies to
      which Pledgor is or may become entitled in respect of the Pledged Shares
      or any part thereof or which shall come into the hands of the OPMW
      Administrative Agent, which receipts and discharges shall, to the maximum
      extent permitted by Requirements of Law, exonerate


                                       18
<PAGE>
      the OPMW Administrative Agent from all liability to see to the application
      thereof or from being answerable for the loss or misapplication thereof;

            (viii)to execute any documents which it may consider expedient, in
      good faith, in relation to the foregoing as it shall in its absolute
      discretion determine (but without any obligation to consult with Pledgor)
      in relation to any exercise of any such right, power or privilege; and

            (ix) to institute, prosecute and defend any proceedings in any court
      or tribunal in respect of any act or transaction referred to in this
      Section 15(a).

      (c) (i) Any Collateral repossessed by the OPMW Administrative Agent under
or pursuant to this Section 15 or any other provision hereof and in accordance
with Section 29 hereof and the Intercreditor Agreement, and any other Collateral
whether or not so repossessed by the OPMW Administrative Agent, may be sold,
assigned, leased, delivered or otherwise disposed of under one or more contracts
or as an entirety, and without the necessity of gathering at the place of sale
the property to be sold, and in general in such manner, at such time or times,
at such place or places and on such terms as the OPMW Administrative Agent may,
upon written direction in compliance with any mandatory requirements of any
Requirement of Law, determine to be commercially reasonable, including sale on
any securities exchange on which the Pledged Shares, any security pledged in
substitution therefor or in addition thereto or any of them may then be listed.

            (ii) Any disposition pursuant to subsection (i) above which shall be
      a private sale or other private proceeding permitted by such requirements
      shall be made upon not less than 10 days' written notice to Pledgor
      (except that, if the OPMW Administrative Agent shall determine, in its
      sole discretion, that any of the Pledged Shares or other Collateral
      threatens to decline quickly in value or to become worthless, any such
      sale may be made upon three days' notice to Pledgor) specifying the time
      at which such disposition is to be made and the intended sale price or
      other consideration therefor, and shall be subject, for the 10 days after
      the giving of such notice, to the right of Pledgor or any nominee of
      Pledgor to acquire the Collateral involved at a price or for such other
      consideration at least equal to the intended sale price or other
      consideration so specified. To the extent permitted by Requirements of
      Law, the OPMW Administrative Agent on behalf of the OPMW Lenders may bid
      for and become the purchaser of the Collateral or any item thereof,
      offered for sale in accordance with this Section 15.

            (iii) If, under mandatory requirements of any Requirement of Law,
      the OPMW Administrative Agent shall be required to make disposition of the
      Collateral within a period of time which does not permit the giving of
      notice to Pledgor as hereinabove specified, the OPMW Administrative Agent
      need give Pledgor only such notice of disposition as shall be reasonably
      practicable in view of such mandatory requirements of any Requirement of
      Law.


                                       19
<PAGE>
            (iv) The OPMW Administrative Agent, may without notice, adjourn any
      public or private sale or cause the same to be adjourned from time to time
      by announcement at the time and place fixed for sale, and such sale may,
      without further notice, be made at the time and place to which the same
      was so adjourned.

            (v) For the purposes of this Section 15(c), an agreement to sell any
      or all of the Pledged Shares or other Collateral entered into following
      any Event of Default shall, to the extent permitted by Requirements of
      Law, be treated as a sale thereof, and the OPMW Administrative Agent shall
      be free to carry out such sale pursuant to such agreement and Pledgor
      shall not be entitled to the return of any of the Pledged Shares or other
      Collateral subject thereto notwithstanding the fact that, the OPMW
      Administrative Agent shall have entered into any such agreement, the
      Secured Obligations shall have been paid in full in cash.

            (vi) In any event, the OPMW Administrative Agent shall not be
      obligated to make any sale of the Collateral if it shall determine not to
      do so, regardless of the fact that notice of sale of the Collateral may
      have been given.

      (d) In case sale of all or any part of the Collateral is made on credit or
for future delivery, the Collateral so sold may be retained until the sale price
is paid by the purchaser or purchasers thereof, but the OPMW Administrative
Agent shall not incur any liability in case any such purchaser or purchasers
shall fail to take up and pay for the Collateral so sold and, in case of any
such failure, such Collateral may be sold again upon like notice.

      (e) The OPMW Administrative Agent shall have the right, for and in the
name, place and stead of Pledgor, to execute endorsements, assignments or other
instruments of conveyance or transfer with respect to all or any of the Pledged
Shares and other Collateral in connection with any sale thereof in accordance
with Section 15(b) or (c). Neither the OPMW Administrative Agent nor any other
Secured Party shall be liable for failure to collect or realize upon any or all
of the Collateral or for any delay in so doing nor shall any of them be under
any obligation to take any action whatsoever with regard thereto.

      (f) Upon any sale of the Collateral by the OPMW Administrative Agent
hereunder (whether by virtue of the power of sale herein, granted, pursuant to
judicial process or otherwise), the receipt of the OPMW Administrative Agent or
the officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the OPMW Administrative Agent or such officer or be answerable in any
way for the misapplication or nonapplication thereof.

      (g) Waiver of Claims. Except as otherwise provided in this Agreement,
PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE OPMW ADMINISTRATIVE
AGENT TAKING POSSESSION OR THE OPMW ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF
THE COLLATERAL, IN EACH CASE AS


                                       20
<PAGE>
PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR NOTICE
AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH
PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED
STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and Pledgor hereby
further waives:

            (i) all damages occasioned by such taking of possession except any
      damages which are the direct result of the gross negligence or willful
      misconduct of either of the OPMW Administrative Agent or any Person acting
      on its behalf or instruction;

            (ii) all other requirements as to the time, place and terms of sale
      or other requirements with respect to the enforcement of the OPMW
      Administrative Agent's rights hereunder; and

            (iii) all rights of redemption, appraisement, valuation, stay,
      extension or moratorium now or hereafter in force under any Requirements
      of Law in order to prevent or delay the enforcement of this Agreement
      (including any right to claim that such enforcement should be stayed
      pending the outcome of any other action or proceeding (including any
      arbitration proceeding)) or the absolute sale of the Collateral or any
      portion thereof, and Pledgor, for itself and all who may claim under it,
      insofar as it or they now or hereafter lawfully may, hereby waives the
      benefit of all such Requirements of Law.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall, to the extent permitted by Requirements of Law, operate to
divest all right, title, interest, claim and demand, either at law or in equity,
of Pledgor therein and thereto, and shall be a perpetual bar both at law and in
equity against Pledgor and against any and all Persons claiming or attempting to
claim the Collateral so sold, optioned or realized upon, or any part thereof,
from, through and under Pledgor.

      SECTION 16. Application of Proceeds. Notwithstanding any other provision
of this Agreement but subject to Section 29 hereof and the Intercreditor
Agreement, all payments made under or in connection with this Agreement, and all
moneys collected by the OPMW Administrative Agent upon any sale or other
disposition of the Collateral pursuant to Section 15, together with all other
moneys received by the OPMW Administrative Agent hereunder, shall be applied in
accordance with the Holdco Deposit Account Agreement and the Intercreditor
Agreement. For the avoidance of doubt, it is understood that Pledgor shall
remain liable to the extent of any deficiency between the amount of all moneys
collected by the OPMW Administrative Agent upon any such sale or other
disposition of the Collateral and the aggregate amount of the Secured
Obligations.

      SECTION 17. Remedies Cumulative. No failure or delay on the part of the
OPMW Administrative Agent or any Secured Party in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between Pledgor and the OPMW Administrative Agent or any Secured Party
shall operate as a waiver thereof; nor shall


                                       21
<PAGE>
any single or partial exercise of any right, power or privilege hereunder or
under any other Financing Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Financing
Document expressly provided are cumulative and not exclusive of any rights,
powers or remedies which the OPMW Administrative Agent or any Secured Party
would otherwise have. No notice to or demand on Pledgor in any case shall
entitle Pledgor to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the OPMW Administrative
Agent or any Secured Party to any other or further action in any circumstances
without notice or demand.

      SECTION 18. Discontinuance of Proceedings. In case the OPMW Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the OPMW Administrative Agent, then and in every such
case Pledgor, the OPMW Administrative Agent and each holder of any of the
Secured Obligations shall be restored to their former positions and rights
hereunder with respect to the Collateral subject to the security interest
created under this Agreement, and all rights, remedies and powers of the OPMW
Administrative Agent shall continue as if no such proceeding had been
instituted.

      SECTION 19. Indemnity and Expenses(a) . (a) Pledgor agrees to indemnify
and hold harmless the OPMW Administrative Agent and each Secured Party from and
against any and all claims, losses and liabilities arising out of or resulting
from the Collateral or Pledgor's pledge and assignment under this Agreement
(including enforcement against Pledgor of this Agreement), except claims, losses
or liabilities resulting from the OPMW Administrative Agent's or any Secured
Party's gross negligence or willful misconduct.

      (b) Pledgor will upon demand pay to the OPMW Administrative Agent or any
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the OPMW Administrative Agent or any Secured Party may incur in connection with
(i) the administration of this Agreement, including the exercise or attempted
exercise of any right conferred on the OPMW Administrative Agent under or by
virtue of this Agreement or by statute, (ii) the sale of, collection from, or
other realization upon, any of the Collateral of Pledgor, (iii) the exercise or
enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the OPMW Administrative Agent or any Secured Party
hereunder against Pledgor or (iv) the failure by Pledgor to perform or observe
any of the provisions hereof.

      SECTION 20. Waiver, Amendment; Severability. No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the OPMW Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or


                                       22
<PAGE>
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations or of such provision or obligation in
any other jurisdiction shall not in any way be affected or impaired thereby.

      SECTION 21. Security Interest Absolute. The obligations of Pledgor under
this Agreement are independent of the Secured Obligations, and subject to
Section 29 hereof, a separate action or actions may be brought and prosecuted
against Pledgor to enforce this Agreement, irrespective of whether any action is
brought against the OPMW Borrower, any other pledgor or any guarantor of the
Secured Obligations or whether the OPMW Borrower, any other pledgor or any
guarantor of the Secured Obligations is joined in any such action or actions.
All rights of the OPMW Administrative Agent and the assignment, hypothecation
and security interest hereunder, and all obligations of Pledgor hereunder, shall
be absolute and unconditional, to the extent permitted by applicable law,
irrespective of:

      (a) any lack of validity or enforceability of this Agreement, the OPMW
Credit Agreement, any other Financing Document or any other agreement or
instrument relating to any thereof, the absence of any action to enforce the
same, any release of Pledgor or any other Credit Party or any other Credit Party
(as defined in the OPNY Credit Agreement "OPNY Credit Party"), the recovery of
any judgment against Pledgor or any other Credit Party or any other OPNY Credit
Party, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of Pledgor;

      (b) any occurrence or condition whatsoever, including, (i) any compromise,
settlement, release, waiver, renewal, extension, indulgence or modification of,
or any change in, any of the obligations of Pledgor or any other Credit Party or
any OPNY Credit Party contained in this Agreement, the OPMW Credit Agreement or
any other Financing Document, (ii) any impairment, modification, release or
limitation of the liability of Pledgor or any other Credit Party or any OPNY
Credit Party or any of their estates in bankruptcy, or any remedy for the
enforcement thereof, resulting from the operation of any present or future
provision of any applicable bankruptcy law, as amended, or other statute or from
the decision of any court, (iii) the assertion or exercise by Pledgor, the OPMW
Administrative Agent or any other Secured Party of any rights or remedies, (iv)
the assignment or the purported assignment of any property as security for the
Secured Obligations, including all or any part of the rights of Pledgor under
this Agreement, (v) the extension of the time for payment by Pledgor or any
other Credit Party or any OPNY Credit Party or any other guarantor of any
payments or other sums or any part thereof owing or payable under any of the
terms and provisions of any Financing Document or of the time for performance by
Pledgor or any other Credit Party or any OPNY Credit Party of any other
obligations under or arising out of any terms or provisions or the extension of
the renewal of any thereof, (vi) the modification or amendment (whether material
or otherwise) of any duty, agreement or obligation of Pledgor or any other
Credit Party set forth in any Financing Document, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshalling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting Pledgor or any other Credit Party or any OPNY Credit Party
or any of their respective assets, or the disaffirmancy of this Agreement or


                                       23
<PAGE>
any Financing Document in any such proceeding, (viii) the release or discharge
of Pledgor or any other Credit Party or any OPNY Credit Party from the
performance or observance of any agreement, covenant, term or condition
contained in any of such instruments by operation of law, (ix) the
unenforceability of this Agreement or any Financing Document or (x) any other
circumstance which might otherwise constitute a legal or equitable discharge of
a surety or guarantor; or

      (c) any exchange, sale, release or non-perfection of any Collateral, or
any release or amendment or waiver of or consent to departure from any other
guarantee, for all or any of the Secured Obligations.

      SECTION 22. Addresses for Notices. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the OPMW
Credit Agreement, and shall be given to such party at its address or telecopy
number set forth on the signature page hereof or at any address or telecopy
number which such party shall have specified.

      SECTION 23. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto and shall inure to the benefit of the OPMW
Lenders; provided, however, that Pledgor may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the OPMW
Administrative Agent and each of the OPMW Lenders. Any OPMW Lender may transfer,
assign or grant all or such relevant part of its rights hereunder in connection
with an assignment or transfer of all or any part of its interest in its Loans
in accordance with the provisions of the Credit Agreement, and such assignee
shall thereupon become vested with all the benefits in respect thereof granted
to such OPMW Lender herein or otherwise. All agreements, statements,
representations and warranties made by Pledgor herein or in any certificate or
other instrument delivered by Pledgor or on its behalf under this Agreement
shall be considered to have been relied upon by the OPMW Lenders and shall
survive the execution and delivery of this Agreement, the OPMW Credit Agreement
and the other Financing Documents regardless of any investigation made by the
OPMW Lenders or on their behalf.

      SECTION 24. Termination; Release. This Agreement shall create a continuing
pledge, assignment of hypothecation of and security interest in the Collateral
and shall remain in full force and effect until no OPMW Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other Secured Obligations are indefeasibly paid in full in cash. This Agreement
shall terminate when all Secured Obligations have been indefeasibly paid in full
in cash and all Commitments have been terminated, and the OPMW Administrative
Agent, at the written request and expense of the Pledgor, will promptly
authorize, execute and deliver, as applicable, to the Pledgor the proper
instruments (which may include Uniform Commercial Code termination statements on
form UCC-3) acknowledging the termination of this Agreement, and will promptly
duly assign, transfer and deliver (without recourse and without any
representation or warranty) free from any interest of the OPMW Administrative
Agent or Lien granted hereunder such of the Collateral as may be in possession
of the OPMW Administrative Agent, to the Pledgor, and has not theretofore been
sold or otherwise applied or released pursuant


                                       24
<PAGE>
to this Agreement together with such notices to third parties as may be
necessary to countermand any notices previously sent to them pursuant hereto.

      SECTION 25. Headings Descriptive, Etc.. The headings of the several
sections and subsections of this Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

      SECTION 26. GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENTS OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN
OR IN THE OPNY CREDIT AGREEMENT, TERMS USED IN ARTICLE 9 OF THE NEW YORK UNIFORM
COMMERCIAL CODE ARE USED HEREIN AS THEREIN DEFINED. ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN PLEDGOR AND EACH SECURED PARTY IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

      (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, PLEDGOR AND EACH SECURED
PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT PLEDGOR AND EACH SECURED
PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. PLEDGOR WAIVES IN ALL DISPUTES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

      (c) PLEDGOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST PLEDGOR OR
ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD FAITH TO
ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT
OR OTHER COURT


                                       25
<PAGE>
ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. PLEDGOR WAIVES ANY OBJECTION THAT
IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY SECURED PARTY HAS
COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS.

      (d) PLEDGOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      (e) PLEDGOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED AGENTS,
INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW YORK, NEW
YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF PLEDGOR TO RECEIVE FOR AND ON
BEHALF OF PLEDGOR SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENTS
RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH
AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO PLEDGOR AT ITS ADDRESS SET FORTH IN
ACCORDANCE WITH SECTION 22. PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO PLEDGOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE
DATE OF RECEIPT THEREOF.

      (f) NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS
AGREEMENT (I) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (II) TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION IN EITHER CASE, SOLELY AS PERMITTED IN SUBSECTION (C) THIS SECTION
26.

      SECTION 27. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
but all of which shall together constitute one and the same instrument.

      SECTION 28. Limitation of Recourse. The obligations of Pledgor hereunder
are obligations solely of Pledgor and shall not constitute a debt or obligation
of any direct or indirect member, partner or shareholder of Pledgor or any of
their respective directors, officers, agents or employees (each such Person, a
"Non-Recourse Party"). No Non-Recourse Party shall be liable for any amount
payable by Pledgor under this Agreement and the Secured Parties shall not seek a


                                       26
<PAGE>
money judgment or deficiency or personal judgment against any Non-Recourse Party
for payment of the indebtedness payable by Pledgor evidenced by this Agreement.
No property or assets of any Non-Recourse Party, other than as contemplated in
the Financing Documents, shall be sold, levied upon or otherwise used to satisfy
any judgment rendered in connection with any action brought against Pledgor with
respect to this Agreement or the other Financing Documents. The foregoing
acknowledgments, agreements and waivers shall be enforceable by any Non-Recourse
Party. Notwithstanding the foregoing, nothing in this Section 28 shall limit or
affect or be construed to limit or affect the obligations and liabilities of any
Credit Party or any other Non-Recourse Party (a) in accordance with the terms of
any Transaction Document or Financing Document creating such liabilities and
obligations to which such Credit Party or Non-Recourse Party is a party, (b)
arising from liability pursuant to any applicable Requirement of Law for such
Credit Party's or such Non-Recourse Party's fraudulent actions, knowing
misrepresentations or willful misconduct or (c) with respect to amounts
distributed to it in violation of Section 6.10 of the OPMW Credit Agreement.

      SECTION 29. Subordination. Notwithstanding any provision of this Agreement
or any other Financing Document to the contrary, (i) the security interests
created and granted hereby are subject to, subordinate and inferior to the
security interests created by the First Lien Stock Pledge Agreement, in
accordance with, and all rights, powers and remedies granted to the OPMW
Administrative Agent thereunder, are subject in all respects to the terms and
conditions of the Intercreditor Agreement, including restrictions on the right
of the OPMW Administrative Agent to give notices, exercise power of attorney
rights, direct or receive payments, hold, control or receive delivery of any
Assignment Collateral or other possessory collateral or to exercise remedies and
to apply proceeds of Collateral; provided, that if and to the extent the
Intercreditor Agreement is amended, supplemented or modified at any time from
time to time and such amendment, supplement or modification could reasonably be
expected to have any adverse effect on the Pledgor's rights, duties or
obligations hereunder or under any other Financing Document, such amendment,
supplement or modification shall not be effective as to the Pledgor without the
Pledgor's prior written acknowledgment (which acknowledgment shall not be
unreasonably conditioned, withheld or delayed) that such amendment, modification
or supplement shall be effective for purposes of this Agreement and the other
Financing Documents, (ii) the OPMW Administrative Agent on behalf of each of the
Secured Parties hereby acknowledges and agrees that the Pledgor shall not have
any duty and obligation with respect to the perfection or priority of the
security interest granted hereunder in and to any of the Collateral (and no
Default or Event of Default shall result or occur) to the extent (a) such
Collateral is in the possession or control of the OPNY Administrative Agent, (b)
such collateral is not transferred by the OPNY Administrative Agent to the OPNY
Administrative Agent as required pursuant to the Intercreditor Agreement, (c)
such perfection or priority requires any consent, approval or other action of
the OPNY Administrative Agent, or (d) the OPNY Administrative Agent then
maintains a perfected, first priority security interest in and to Collateral and
(iii) no obligations contained in this Agreement shall require the OPNY Borrower
to take or omit to take any action inconsistent with the terms and conditions of
the OPNY Deposit Account Agreement and/or the Holdco Deposit Account Agreement
and no Default or Event of Default shall arise or result from the taking or
omitting of such action.

                [Remainder of page intentionally left blank.]


                                       27
<PAGE>
      IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.



                                          ORION POWER CAPITAL, LLC


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

                                          Address for Notices:
                                          1111 Louisiana Street
                                          Houston, TX 77002
                                          Attn.:  Senior Vice President -
                                          Finance
                                          Ph.:(713) 207-3160
                                          Fax:(713) 207-0988

                                          With a copy to:
                                          1111 Louisiana Street
                                          Houston, TX  77002
                                          Attn.:  General Counsel
                                          Ph.: (713) 207-7265
                                          Fax: (713) 393-0140



                                          BANK OF AMERICA, N.A.
                                          not in its individual capacity,
                                          but solely as Administrative Agent


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

                                          Address:    101 North Tryon Street
                                                      NC1-001-08-19
                                                      Charlotte, NC  28255

                                          Telecopy:   (704) 386-3324
<PAGE>
                                                                         ANNEX A
                                                                              TO
                                                          STOCK PLEDGE AGREEMENT


                                 PLEDGED SHARES


<TABLE>
<CAPTION>
                                                                         Percentage of
                                                                         Outstanding
                                 Type of     Number of    Certificate    Shares of
Name of Issuing Corporation      Shares       Shares       Number(s)     Capital Stock
---------------------------      ------       ------       ---------     -------------
<S>                           <C>            <C>          <C>            <C>
Orion Power New York LP,      Common Stock      100                           100%
Inc.

Orion Power New York GP,      Common Stock      100                           100%
Inc.
</TABLE>
<PAGE>
                                                                      ANNEX B TO
                                                          STOCK PLEDGE AGREEMENT


                               [FORM OF POWER]


                                                         S.S. OR TAX I.D. NUMBER

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


 For value received, the undersigned hereby sells, assigns and transfers unto:

                        (Enter name of transferee above)
--------------------------------------------------------------------------------

            100 shares of common stock (the "Shares"), of [Orion Power New
            York GP, Inc./Orion Power New York LP, Inc.] (the "Company")
            represented by certificate number [   ], inclusive, standing in
            the name of the undersigned on the books of said company

and does hereby irrevocably constitute and appoint Bank of America, N.A., as
Administrative Agent, to transfer the said Shares on the books of the Company
with full power of substitution in the premises.

      IN WITNESS WHEREOF, the undersigned has caused this Power to be signed as
this      day of           , 20   .
     ----        ----------    ---


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



                        By:
                           ---------------------------
                        Name:
                             -------------------------
                        Title:
                              ------------------------
<PAGE>
                                      POWER


                                                         S.S. OR TAX I.D. NUMBER

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


 For value received, the undersigned hereby sells, assigns and transfers unto:


                        (Enter name of transferee above)


            100 shares of common stock (the "Shares"), of Orion Power New York
            GP, Inc. (the "Company") represented by certificate number [ ],
            inclusive, standing in the name of the undersigned on the books of
            said company

and does hereby irrevocably constitute and appoint Bank of America, N.A., as
Administrative Agent, to transfer the said Shares on the books of the Company
with full power of substitution in the premises.

      IN WITNESS WHEREOF, the undersigned has caused this Power to be signed as
this      day of           , 20   .
     ----        ----------    ---




                            ORION POWER CAPITAL, LLC



                        By:
                           ---------------------------
                        Name:
                             -------------------------
                        Title:
                              ------------------------
<PAGE>
                                      POWER


                                                         S.S. OR TAX I.D. NUMBER

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


 For value received, the undersigned hereby sells, assigns and transfers unto:


                        (Enter name of transferee above)


            100 shares of common stock (the "Shares"), of Orion Power New York
            LP, Inc. (the "Company") represented by certificate number [ ],
            inclusive, standing in the name of the undersigned on the books of
            said company

and does hereby irrevocably constitute and appoint Bank of America, N.A., as
Administrative Agent, to transfer the said Shares on the books of the Company
with full power of substitution in the premises.

      IN WITNESS WHEREOF, the undersigned has caused this Power to be signed as
this      day of           , 20   .
     ----        ----------    ---



                            ORION POWER CAPITAL, LLC



                        By:
                           ---------------------------
                        Name:
                             -------------------------
                        Title:
                              ------------------------
<PAGE>
                                                                      ANNEX C TO
                                                          STOCK PLEDGE AGREEMENT


                             FILINGS AND RECORDINGS

Delaware



<PAGE>
                                                                     EXHIBIT J-1
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                    AMENDED AND RESTATED PARTNERSHIP INTEREST
                                PLEDGE AGREEMENT

                                     made by

                          ORION POWER MIDWEST GP, INC.

                                       to

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent

                         Dated as of : October 28, 2002
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                 <C>                                                                                          <C>
SECTION 1.          PLEDGE; ASSIGNMENT; GRANT OF SECURITY INTEREST................................................2

SECTION 2.          SECURITY FOR SECURED OBLIGATIONS..............................................................2

SECTION 3.          PLEDGOR REMAINS LIABLE........................................................................2

SECTION 4.          DELIVERY OF COLLATERAL........................................................................3

SECTION 5.          NO SUBROGATION................................................................................3

SECTION 6.          REINSTATEMENT.................................................................................3

SECTION 7.          REPRESENTATIONS AND WARRANTIES................................................................3

SECTION 8.          FURTHER ASSURANCES............................................................................6

SECTION 9.          VOTING RIGHTS; DISTRIBUTIONS, ETC.............................................................6

SECTION 10.         PLACE OF INCORPORATION; PLACE OF PERFECTION; RECORDS..........................................7

SECTION 11.         AS TO THE PARTNERSHIP AGREEMENT...............................................................8

SECTION 12.         COVENANTS.....................................................................................8

SECTION 13.         ADMINISTRATIVE AGENT.........................................................................10

SECTION 14.         ADMINISTRATIVE AGENT MAY PERFORM.............................................................11

SECTION 15.         DUTIES OF THE ADMINISTRATIVE AGENT, PLEDGOR AND THE BORROWER.................................11

SECTION 16.         REMEDIES.....................................................................................11

SECTION 17.         APPLICATION OF PROCEEDS......................................................................13

SECTION 18.         REMEDIES CUMULATIVE..........................................................................13

SECTION 19.         DISCONTINUANCE OF PROCEEDINGS................................................................13

SECTION 20.         INDEMNITY AND EXPENSES.......................................................................14

SECTION 21.         WAIVER, AMENDMENT; SEVERABILITY..............................................................14

SECTION 22.         SECURITY INTEREST ABSOLUTE...................................................................14
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                 <C>                                                                                          <C>
SECTION 23.         ADDRESSES FOR NOTICES........................................................................15

SECTION 24          SUCCESSORS AND ASSIGNS.......................................................................16

SECTION 25.         TERMINATION; RELEASE.........................................................................16

SECTION 26.         HEADINGS DESCRIPTIVE, ETC....................................................................16

SECTION 27.         GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE..........................................16

SECTION 28.         EXECUTION IN COUNTERPARTS....................................................................18

SECTION 29.         LIMITATION OF RECOURSE.......................................................................18

SECTION 30.         AMENDMENT AND RESTATEMENT....................................................................19
</TABLE>


                                       ii
<PAGE>
                AMENDED AND RESTATED PARTNERSHIP INTEREST PLEDGE
                                   AGREEMENT

            AMENDED AND RESTATED PARTNERSHIP INTEREST PLEDGE AGREEMENT, dated as
of October 28, 2002 (this "Agreement"), made by ORION POWER MIDWEST GP, INC., a
Delaware corporation ("Pledgor"), as the obligor hereunder, to BANK OF AMERICA,
N.A., as administrative agent (in such capacity, together with any successors
and assigns, the "Administrative Agent") for the benefit of the Secured Parties
(as defined in the Credit Agreement referred to below).

                                   WITNESSETH:

            WHEREAS, Pledgor is the sole general partner of Orion Power Midwest,
L.P., a Delaware limited partnership (the "Borrower").

            WHEREAS, the Borrower has entered into an Amended and Restated
Credit Agreement, dated as of the Restructuring Effective Date (as the same may
be amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), with the Administrative Agent, Banc of America Securities LLC and
BNP Paribas, as lead arrangers and joint book runners, Bank of America, N.A., as
issuing bank, BNP Paribas, as syndication agent, The Bank of Nova Scotia, Mizuho
Corporate Bank, Ltd and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as
documentation agents, and the Lenders named on the signature pages thereto and
from time to time parties thereto (the "Lenders") (all capitalized terms used
herein and not otherwise defined herein shall have the meanings attributed to
them in the Credit Agreement and the principles of construction set forth in
Section 1.04 of the Credit Agreement shall apply hereto), pursuant to which the
Lenders have agreed, inter alia, to renew, modify and extend credit facilities
that were issued to the Borrower to finance a portion of the purchase price of
the Portfolio Assets and to provide working capital availability to the
Borrower;

            WHEREAS, the Borrower, Twelvepole Creek, LLC, a Delaware limited
liability company ("Twelvepole"), and the Administrative Agent have entered into
that certain Amended and Restated Deposit Account Agreement, dated as of the
Restructuring Effective Date (as the same may be amended, supplemented or
otherwise modified from time to time, the "Deposit Account Agreement"),
providing for, among other things, the establishment of the Accounts (as defined
in the Credit Agreement) and the application of the proceeds of the Collateral
(as hereinafter defined); and

      WHEREAS, it is a condition precedent to the obligations of the Lenders
under the Credit Agreement that this Agreement shall have been entered into by
the parties hereto and shall be in full force and effect;

      NOW, THEREFORE, in consideration of the foregoing and in order to induce
the Lenders to enter into the Credit Agreement, to make available to the
Borrower such credit
<PAGE>
facilities and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      SECTION 1. Pledge; Assignment; Grant of Security Interest. Pledgor hereby
pledges, hypothecates and assigns to the Administrative Agent, and hereby grants
to the Administrative Agent for the benefit of the Secured Parties, a pledge and
assignment of, and a security interest in, all of its right, title and interest
in and to the following (the "Collateral"):

      (a) All general and limited partnership interests now owned or hereafter
acquired by Pledgor in and to the Borrower (the "Partnership Interests") and the
partnership agreement relating to the Borrower (the "Partnership Agreement") and
all rights related thereto, including (i) all rights of Pledgor as a general or
limited partner, as the case may be, and all rights to receive distributions,
cash, instruments and other property from time to time receivable or otherwise
distributable in respect of any Partnership Interest or pursuant to the
Partnership Agreement, (ii) all rights of Pledgor to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to the Partnership
Interest or the Partnership Agreement, (iii) all claims of Pledgor for damages
arising out of or for breach of or default under the Partnership Agreement, (iv)
the right of Pledgor to terminate the Partnership Agreement, to perform and
exercise consensual or voting rights thereunder and to compel performance and
otherwise exercise all remedies thereunder, (v) all rights of Pledgor as a
general or limited partner of the Borrower, to any property and assets of the
Borrower (whether real property, inventory, equipment, contract rights,
accounts, receivables, general intangibles, securities, instruments, chattel
paper, documents, chooses in action or otherwise), and (vi) all certificates or
instruments evidencing an ownership or partnership interest in the Borrower or
its assets; and

      (b) to the extent not included in the foregoing, all proceeds of any and
all of the foregoing (including proceeds that constitute property of the types
described above).

      SECTION 2. Security for Secured Obligations. This Agreement secures the
prompt and complete payment and performance of (a) all Obligations of the
Borrower now or hereafter existing under the Financing Documents, (b) all
obligations of Twelvepole under the Subsidiary Guarantee and (c) the due
performance and compliance of all other obligations of the Borrower or
Twelvepole under any of the Financing Documents (collectively, the "Secured
Obligations"). Without limiting the generality of the foregoing, this Agreement
secures the payment of all amounts which constitute part of the Secured
Obligations and would be owed by the Borrower to the Secured Parties but for the
fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving any Credit Party.

      SECTION 3. Pledgor Remains Liable. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable under the Partnership Agreement
and the other contracts and agreements included in the Collateral to the extent
set forth therein to perform all of its duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (b) the exercise by any
Secured Party of any of the rights hereunder shall not release Pledgor from any
of its duties or obligations under the contracts and agreements included in the
Collateral and (c) neither the Administrative Agent nor any Secured Party shall
have any obligation or liability


                                       2
<PAGE>
under the contracts and agreements included in the Collateral or otherwise by
reason of this Agreement, nor shall the Administrative Agent or any Secured
Party be obligated to perform any of the obligations or duties of Pledgor
thereunder or to take any action to collect or enforce any claim assigned
hereunder.

      SECTION 4. Delivery of Collateral. All certificates or instruments
representing or evidencing the Collateral at any time shall be delivered to and
held by or on behalf of the Administrative Agent pursuant hereto and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
reasonably satisfactory to the Administrative Agent. The Administrative Agent
shall have the right, upon the occurrence and continuance of an Event of
Default, in its discretion and without notice to Pledgor, to transfer to or to
register in the name of the Administrative Agent or any of its nominees any or
all of the Collateral, subject only to compliance with Requirements of Law, the
terms and conditions of the Credit Agreement and the Intercreditor Agreement and
the revocable rights specified in Section 9(a). In addition, the Administrative
Agent shall have the right at any time to exchange certificates or instruments
representing or evidencing Collateral for certificates or instruments of smaller
or larger denominations.

      SECTION 5. No Subrogation. Pledgor shall not exercise any rights which it
may acquire by way of subrogation under this Agreement, by any payments made
hereunder or otherwise, until all Secured Obligations shall have been
indefeasibly paid in full in cash and all Commitments have been terminated. If
any amount shall be paid to Pledgor on account of such subrogation rights at any
time when all Secured Obligations shall not have been indefeasibly paid in full
in cash (whether pursuant to a claim in any bankruptcy or similar proceeding or
otherwise) or when any Commitment shall remain outstanding, such amount shall be
held in trust for the benefit of the Administrative Agent and the Secured
Parties and shall forthwith be paid to the Administrative Agent to be credited
and applied to the Secured Obligations, whether matured or unmatured, in
accordance with Section 17.

      SECTION 6. Reinstatement. This Agreement shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Secured Obligations is rescinded or must otherwise be
restored or returned by any Secured Party upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Pledgor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, Pledgor or any substantial part of its property, or
otherwise, all as though such payments had not been made.

      SECTION 7. Representations and Warranties. Pledgor represents and warrants
as follows:

      (a) Pledgor (i) is duly formed, validly existing and in good standing
under the laws of the State of Delaware, (ii) has all requisite power and
authority to own its property and assets and to transact the business in which
it is presently engaged and in which it proposes to be engaged, (iii) has duly
qualified and is authorized to do business and is in good standing in every
jurisdiction where the character of its properties or the nature of its
activities makes such


                                       3
<PAGE>
qualification necessary except where the failure to be so qualified could not
reasonably be expected to have a material adverse effect on any Portfolio Asset
and (iv) is in full compliance with its Governing Documents, all Contractual
Obligations, all applicable material Requirements of Law and all Governmental
Approvals, except to the extent that the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect. Pledgor is the sole
General Partner of the Borrower; and Twelvepole is the only Subsidiary of the
Borrower.

      (b) The execution, delivery and performance by Pledgor of this Agreement
and the consummation of the transactions contemplated hereby (i) are within its
powers, (ii) have been duly authorized by all necessary corporate action, (iii)
do not and will not contravene (A) its Governing Documents or (B) any material
Requirement of Law, any material Contractual Obligation or any material
Governmental Approval binding on or affecting it and (iv) do not and will not
conflict with or be inconsistent with or result in any breach of any of the
material terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien (except Permitted Liens) upon any of its properties or
assets pursuant to, the terms of any material Contractual Obligation binding on
or affecting it.

      (c) Pledgor has duly executed and delivered this Agreement and this
Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity.

      (d) No approval of any Person other than a Governmental Authority (except
such as have been duly obtained, made or given, and are in full force and
effect) is required to authorize, or is required in connection with (i) the
execution, delivery or performance of this Agreement by Pledgor or the
consummation of any of the transactions contemplated hereby, (ii) the legality,
validity, binding effect or enforceability of this Agreement or the perfection
and maintenance of the security interest created hereby (including the first
priority nature of such security interest) or (iii) for the exercise by the
Administrative Agent of the voting or other rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement, except, in each case, for any approval of any such Person the absence
of which could not reasonably be expected to have a material adverse effect on
the ability of the Administrative Agent to exercise voting rights or remedies in
respect of the Collateral.

      (e) The Partnership Agreement, a true and complete copy of which has been
furnished to the Administrative Agent, has been duly authorized, executed and
delivered by Pledgor and is in full force and effect and is binding upon and
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity. There exists no default
under the Partnership Agreement.

      (f) This Agreement creates a valid security interest in the Collateral
purported to be pledged and assigned by Pledgor hereunder securing the payment
of the Secured Obligations.


                                       4
<PAGE>
      (g) Upon the filing of the financing statements (the "Financing
Statements") referenced in Schedule I hereof under the Uniform Commercial Code
as in effect in the State of Delaware (the "Delaware UCC"), the security
interest created hereby shall be perfected under the Delaware UCC, to the extent
that the Collateral constitutes "general intangibles" (as defined in the
Delaware UCC) and no further filings or other actions are necessary to perfect
such security interest. Upon filing of such Financing Statements pursuant to the
Delaware UCC, such security interests, as so perfected, are first priority
security interests.

      (h) When any certificates or instruments evidencing the Collateral shall
be delivered hereunder and endorsed to, or registered in favor of, the
Administrative Agent in accordance with Section8-106 of the Uniform Commercial
Code as in effect in the State of New York (the "NY UCC") or the State of North
Carolina (the "NC UCC"), and for so long as such certificates or instruments
shall remain in the possession of the Administrative Agent in the State of New
York or the State of North Carolina, the security interest in such Collateral
created hereby shall be perfected under the NY UCC or the NC UCC, as applicable,
and such security interest, as so perfected, will be a first priority security
interest.

      (i) The security interest created by this Agreement in the Collateral
described in clause (a) of Section 1 hereof has been registered in the name of
the Administrative Agent in the register maintained for such purpose at the
chief executive office and principal place of business of the Borrower and each
Operating Company, as applicable, and, to the extent that such Collateral
constitutes "uncertificated securities" (as defined in the Delaware UCC), such
security interest is perfected under the Delaware UCC and, as so perfected, is a
first priority security interest.

      (j) The chief place of business and chief executive office of Pledgor and
the office where Pledgor keeps its records concerning the Collateral is set
forth under its name on the signature page hereof.

      (k) Pledgor is the legal and beneficial owner of the Collateral purported
to be pledged and assigned by it hereunder, free and clear of any Lien, other
than Permitted Liens. No effective financing statement or other instrument
similar in effect covering all or any part of such Collateral has been executed
or authorized by Pledgor or, is on file in any recording office, except such as
may have been filed in favor of (i) the Administrative Agent relating to this
Agreement or (ii) the OPMW Administrative Agent relating to the OPMW Credit
Agreement. Pledgor has no trade name.

      (l) There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.

      (m) No part of the Collateral is subject to the terms of any agreement
restricting the sale or transfer of such Collateral, except for the Partnership
Agreement and the Financing Documents.

      (n) Except as set forth in Schedule 4.05 of the Credit Agreement, there is
no (i) injunction, writ, preliminary restraining order or order of any nature
issued by an arbitrator, court


                                       5
<PAGE>
or other Governmental Authority against Pledgor in connection with the
transactions provided for herein, or (ii) action, suit, arbitration, litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority pending against Pledgor or, to Pledgor's knowledge, threatened against
Pledgor which would reasonably be expected to materially adversely affect the
right or ability of Pledgor to fulfill its obligations under this Agreement.

      (o) Pledgor has, independently and without reliance upon the
Administrative Agent and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.

      SECTION 8. Further Assurances. (a) Pledgor agrees that from time to time,
at the expense of Pledgor, Pledgor will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary,
or that the Administrative Agent may reasonably request, in order to perfect and
protect the pledge, assignment, hypothecation and security interest granted or
purported to be granted hereby or to enable the Administrative Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, Pledgor will (i) execute and
file such financing or continuation statements, or amendments thereto, and such
other instruments or notices, as may be necessary, or as the Administrative
Agent may reasonably request, in order to perfect and preserve the assignment,
hypothecation and security interest granted or purported to be granted hereby;
and (ii) mark conspicuously, at the request of the Administrative Agent, each of
its records pertaining to the Collateral with a legend, in form and substance
reasonably satisfactory to the Administrative Agent, indicating that the
Partnership Agreement and such chattel paper have been assigned and are subject
to the security interest pursuant hereto.

      (b) Pledgor hereby further authorizes the Administrative Agent to file one
or more financing or continuation statements, and amendments thereto, relative
to all or any part of the Collateral without the signature of Pledgor where
permitted by law. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

      SECTION 9. Voting Rights; Distributions, Etc. (a) So long as any
Obligations are outstanding, Pledgor shall not be entitled to any payments or
distributions (whether cash or non-cash) pursuant to the Partnership Agreement,
except payments or distributions from the Borrower that are directly distributed
from Pledgor to Holdco in accordance with the Holdco Deposit Account Agreement.
So long as no Event of Default shall have occurred and be continuing, but
subject, nevertheless, at all times to the restrictions imposed by the terms and
conditions of the Credit Agreement, Pledgor shall be entitled to exercise any
and all management, voting and other partnership rights pertaining to any
Collateral (including but not limited to any partnership interest or the
Partnership Agreement) and the Borrower Entities for any purpose not
inconsistent with the terms of this Agreement or any other Financing Document;
provided, however, that Pledgor shall exercise, or refrain from exercising, any
such right if such action or inaction would have a material adverse effect on
the attachment, perfection, creation or priority of the security interest in the
Collateral or any part thereof as herein granted.


                                       6
<PAGE>
      (b) If Pledgor receives any distributions in respect of the Collateral
purported to be pledged and assigned by it hereunder, such distributions shall
be promptly delivered to the Collateral Agent to deposit in the Holdco Accounts
pursuant to the Holdco Deposit Account Agreement, or, if such distributions are
in connection with a partial or total liquidation or are non-cash distributions,
to the Administrative Agent to hold as Collateral and shall, if received by
Pledgor, be received in trust for the benefit of the Administrative Agent, be
segregated from the other property or funds of Pledgor and be forthwith
delivered to the Administrative Agent as Collateral in the same form as so
received (with any necessary endorsement or assignment).

      (c) Upon the occurrence and during the continuance of an Event of Default:

                  (i) Immediately upon Pledgor's receipt of written notice from
      the Administrative Agent that the Administrative Agent intends to act
      pursuant to this clause (c)(i), all rights of Pledgor to exercise or
      refrain from exercising the voting and other consensual rights which it
      would otherwise be entitled to exercise shall thereupon become exercisable
      by the Administrative Agent, acting in good faith, who shall have the sole
      right to exercise or refrain from exercising such voting and other
      consensual rights unless and until such Event of Default ceases to exist.

                  (ii) All rights of Pledgor to receive the distributions, if
      any, which it would otherwise be authorized to receive and retain,
      pursuant to Section 9(a) and (b), above, shall become exercisable by the
      Administrative Agent who shall thereupon have the sole right to receive
      and hold as Collateral such distributions unless and until such Event of
      Default ceases to exist.

                  (iii) All distributions which are received by Pledgor contrary
      to the provisions of clause (ii), above, shall be received in trust for
      the benefit of the Administrative Agent, shall be segregated from other
      funds of Pledgor and shall be forthwith paid over to the Administrative
      Agent as Collateral in the same form as so received (with any necessary
      endorsement) for application pursuant to Section 17.

      SECTION 10. Place of Incorporation; Place of Perfection; Records. Pledgor
is incorporated in the State of Delaware, and Pledgor's exact legal name is
Orion Power Midwest GP, Inc. Pledgor will not change its jurisdiction of
incorporation or its name without having given Administrative Agent not less
than 30 days' prior written notice of its intention to do so, clearly describing
to the Administrative Agent such new jurisdiction or name and providing such
other information and taking any action in connection therewith as the
Administrative Agent may reasonably request. Pledgor shall keep its place of
business and chief executive office and the office where it keeps its records
concerning the Collateral, and original copies of the Partnership Agreement and
of all other chattel paper which evidence the Collateral, at its address
specified on the signature pages hereof; or, upon 30 days' prior written notice
to the Administrative Agent, at such other location in a jurisdiction where all
action required by Section 8 shall have been taken with respect to the
Collateral. Pledgor will hold and preserve such records and will permit
representatives of the Administrative Agent at any time, upon reasonable prior
notice, during normal business hours to inspect and make abstracts from such
records.


                                       7
<PAGE>
      SECTION 11. As to the Partnership Agreement. (a) Pledgor shall at its
expense perform and observe all the terms and provisions to be performed or
observed by it under the Partnership Agreement, maintain the Partnership
Agreement in full force and effect, enforce the Partnership Agreement in
accordance with its terms, and take all such action to such end as may be from
time to time reasonably requested by the Administrative Agent.

      (b) Pledgor shall not:

            (i) sell, assign (by operation of law or otherwise) or otherwise
            dispose of any of the Collateral, or create or suffer to exist any
            Lien upon or with respect to any of the Collateral, except for the
            pledge, assignment, hypothecation and security interest created by
            this Agreement and Permitted Liens;

            (ii) cancel or terminate the Partnership Agreement or consent to or
            accept any cancellation or termination thereof;

            (iii) amend or otherwise modify in a material respect the
            Partnership Agreement; or

            (iv) waive any material default under or material breach of the
            Partnership Agreement.

      SECTION 12. Covenants. Pledgor covenants and agrees that so long as any
Lender shall have any Commitment outstanding and until the Notes, together with
interest, and all other Secured Obligations are indefeasibly paid in full in
cash, unless the Administrative Agent shall otherwise consent in writing,
Pledgor:

      (a) Maintenance of Register. Will cause the Borrower to maintain at all
times a register at its chief place of business and chief executive office in
which the security interest in the Collateral granted hereby to the
Administrative Agent, to the extent that the same constitutes "uncertificated
securities" (as defined in the Delaware UCC), shall be evidenced.

      (b) Preservation of Existence, Etc. Will preserve and maintain, and will
cause the Borrower to preserve and maintain, its lawful existence, rights
(charter and statutory), and franchises in accordance with the Transaction
Documents.

      (c) Compliance with Law. Will comply with all Requirements of Law and
Governmental Approvals applicable to it, except when any such Requirement of Law
or Governmental Approval is being contested in good faith and by appropriate
proceedings and for which Acceptable Reserves have been established, or except
where the failure to so comply could not reasonably be expected to have a
material adverse effect on any Portfolio Asset.

      (d) Nature of Business. Will not change its legal form or Governing
Documents (other than to (i) change its name, (ii) add, replace or eliminate
offices and/or officers, and/or (iii) replace any director, or add to or reduce
the number of directors comprising the board so long as


                                       8
<PAGE>
such addition, replacement or reduction does not eliminate the independent
director or modify the nature of the independent director's powers in any way),
change its fiscal year or engage in any business other than being a general
partner of the Borrower Entities.

      (e) Jurisdiction of Organization. Will cause the Borrower at all times to
be a limited partnership organized under the laws of the State of Delaware.

      (f) Bankruptcy. Will not file a voluntary petition or otherwise initiate
proceedings to have the Borrower adjudicated bankrupt or insolvent, or consent
to the institution of bankruptcy or insolvency proceedings against the Borrower,
or file a petition seeking or consenting to reorganization or relief of the
Borrower as debtor under any applicable federal or state law relating to
bankruptcy, insolvency, or other relief for debtors with respect to the
Borrower; or seek or consent to the appointment of any trustee, receiver,
conservator, assignee, sequestrator, custodian, liquidator (or other similar
official) of the Borrower or of all or any substantial part of the properties
and assets of the Borrower, or make any general assignment for the benefit of
creditors of the Borrower, or admit in writing the inability of the Borrower to
pay its debts generally as they become due or declare or effect a moratorium on
the debt of the Borrower or take any action in furtherance of any or the
foregoing;

      (g) Taxes. Will cause to be paid or discharged (whether it or any of its
Affiliates, or otherwise) all taxes, assessments and governmental charges or
levies lawfully imposed upon it, the Borrower or upon any of their respective
income or profits or upon any of the Portfolio Assets or the Collateral and all
lawful claims or obligations that, if unpaid, would become a Lien upon the
Collateral (as defined in the Credit Agreement), whether real or personal, the
Collateral (as defined in this Agreement) or upon any part thereof. Pledgor or
the Borrower shall have the right, however, to contest in good faith the
validity or amount of any such tax, assessment, charge, levy, claim or
obligation by proper proceedings, and may permit the taxes, assessments,
charges, levies, claims or obligations so contested to remain unpaid during the
period of such contest if: (a) Pledgor or the Borrower diligently prosecutes
such contest in good faith and by appropriate proceedings and for which
Acceptable Reserves have been established; (b) during the period of such
contest, the enforcement of any contested item is effectively stayed; and (c)
the failure to pay or comply with the contested item could not reasonably be
expected to result in a material adverse effect on the Collateral.

      (h) Operations Matters. In the conduct of its business and operations,
Pledgor shall, and shall cause the Borrower to:

            (i) maintain books and records, separate from those of any other
      Person;

            (ii) except as may be expressly contemplated or required by the
      Deposit Account Agreement, maintain its bank accounts and all its other
      assets separate from those of any other Person;

            (iii) hold regular shareholder or partnership meetings, as
      appropriate, to conduct its business, and observe all other any, corporate
      or partnership formalities, as the case may be;


                                       9
<PAGE>
            (iv) hold itself out to creditors and the public as a legal entity
      separate and distinct from any other Person;

            (v) prepare separate financial statements, or if part of a
      consolidated or combined group, then it shall be shown as a separate
      member of such group, including in a footnote(s) to the relevant financial
      statements disclosing its separate existence and identity and the
      existence of its own assets;

            (vi) allocate and charge fairly and reasonably any common employee
      or overhead shared with Affiliates except as otherwise permitted under the
      Financing Documents;

            (vii) transact all business with Affiliates on an arm's-length basis
      and to enter into transactions with Affiliates on an arm's-length basis;

            (viii) conduct business in its own name;

            (ix) with regard to the Borrower, maintain a sufficient number of
      employees in light of the Borrower's contemplated business operations;

            (x) correct any misunderstanding regarding its separate identity of
      which Pledgor has actual knowledge;

            (xi) not identify itself in writing as a division of any other
      Person; and

            (xii) maintain adequate capital in light of its contemplated
      business operations.

      (i) Assets. Will not own or acquire any asset other than the Collateral
and Distributions permitted by the Financing Documents and other assets having
an aggregate value in excess of $50,000.

      (j) Indebtedness. Will not incur Indebtedness other than Permitted
Indebtedness (in its capacity as the general partner of the Borrower).

      SECTION 13. Administrative Agent. Bank of America, N.A. has been appointed
by the Secured Parties to act as the Administrative Agent hereunder. Pledgor
hereby appoints the Administrative Agent as Pledgor's attorney-in-fact, with
full authority in the place and stead of Pledgor and in the name of Pledgor or
otherwise, from time to time in the Administrative Agent's discretion at any
time that an Event of Default shall have occurred and be continuing, to take any
action and to execute any instrument which the Administrative Agent may deem
necessary or advisable to accomplish the purposes of this Agreement, including
to ask, demand, collect, sue for, recover, compound, receive and give acceptance
and receipts for moneys due and to become due under or in connection with the
Collateral, to receive, indorse, and collect any drafts or other instruments,
documents and chattel paper in connection therewith, to file any claims or take
any action or institute any proceedings which the Administrative Agent may deem
to be necessary or


                                       10
<PAGE>
desirable for the collection thereof or to enforce compliance with the terms and
conditions of any Partnership Agreement, and to sell assign, lease or otherwise
dispose of the Collateral or any part thereof pursuant to this Agreement. Such
appointment is coupled with an interest and is irrevocable.

      SECTION 14. Administrative Agent May Perform. If Pledgor fails to perform
any agreement contained herein, the Administrative Agent may itself perform, or
cause performance of, such agreement, and the expenses of the Administrative
Agent incurred in connection therewith shall be payable by Pledgor under Section
20(b).

      SECTION 15. Duties of the Administrative Agent, Pledgor and the Borrower.
(a) The powers conferred on the Administrative Agent hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or as to the taking
of any necessary steps to preserve rights against prior parties or any other
rights pertaining to any Collateral and no such duties shall be implied as
arising hereunder.

      (b) It is expressly agreed, anything herein contained to the contrary
notwithstanding, that Pledgor and the Borrower shall remain liable to perform
all of their respective obligations, if any, assumed by them with respect to the
Collateral and the Administrative Agent and the Lenders shall have no
obligations or liabilities with respect to any Collateral (other than
obligations or liabilities resulting from the Administrative Agent's or any
Lender's gross negligence or willful misconduct) by reason of or arising out of
or in connection with this Agreement, nor shall the Administrative Agent or the
Lenders be required or obligated in any manner to perform or fulfill any of the
obligations of Pledgor or the Borrower under or with respect to any Collateral.

      SECTION 16. Remedies. If any Event of Default shall have occurred and be
continuing, subject to the terms of Section 9 and compliance with Requirements
of Law:

      (a) The Administrative Agent may exercise any and all rights and remedies
of Pledgor under or in connection with the Partnership Agreement, the
Partnership Interests or otherwise in respect of the Collateral, including any
and all rights of Pledgor to demand or otherwise require payment of any amount
under, or performance of any provision of, the Partnership Agreement and all
rights of Pledgor to control the operation of the Borrower.

      (b) All payments received by Pledgor under or in connection with the
Partnership Agreement, the Partnership Interests, or otherwise in respect of the
Collateral shall be received in trust for the benefit of the Administrative
Agent, shall be segregated from other funds of Pledgor and shall be forthwith
paid over to the Administrative Agent in the same form as so received (with any
necessary endorsement).

      (c) Any Collateral repossessed by the Administrative Agent under or
pursuant to this Section 16 or any other provision hereof, and any other
Collateral whether or not so repossessed


                                       11
<PAGE>
by the Administrative Agent, may be sold, assigned, leased or otherwise disposed
of under one or more contracts or as an entirety, and without the necessity of
gathering at the place of sale the property to be sold, and in general in such
manner, at such time or times, at such place or places and on such terms as the
Administrative Agent may, upon written direction in compliance with any
mandatory requirements of any Requirement of Law, determine to be commercially
reasonable. Any such disposition which shall be a private sale or other private
proceeding permitted by such requirements shall be made upon not less than 10
days' written notice to Pledgor (except that, if the Administrative Agent shall
determine, in its sole discretion, that any of the Collateral threatens to
decline quickly in value or to become worthless, any such sale may be made upon
three days' notice to Pledgor) specifying the time at which such disposition is
to be made and the intended sale price or other consideration therefor, and
shall be subject, for the 10 days after the giving of such notice, to the right
of Pledgor or any nominee of Pledgor to acquire the Collateral involved at a
price or for such other consideration at least equal to the intended sale price
or other consideration so specified. To the extent permitted by Requirements of
Law, the Administrative Agent on behalf of the Lenders may bid for and become
the purchaser of the Collateral or any item thereof, offered for sale in
accordance with this Section 16. If, under mandatory requirements of any
Requirement of Law, the Administrative Agent shall be required to make
disposition of the Collateral within a period of time which does not permit the
giving of notice to Pledgor as hereinabove specified, the Administrative Agent
need give Pledgor only such notice of disposition as shall be reasonably
practicable in view of such mandatory requirements of any Requirement of Law.

      (d) The Administrative Agent, in addition to any rights now or hereafter
existing under any applicable Requirement of Law, shall have all rights as a
secured creditor under the Uniform Commercial Code or any other applicable
Requirement of Law in all relevant jurisdictions.

      (e) Waiver of Claims. Except as otherwise provided in this Agreement,
PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT
TAKING POSSESSION OR THE ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE
COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW,
INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR
REMEDIES AND ANY SUCH RIGHT WHICH PLEDGOR WOULD OTHERWISE HAVE UNDER THE
CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF
ANY SUCH JURISDICTION, and Pledgor hereby further waives:

            (i) all damages occasioned by such taking of possession except any
      damages which are the direct result of the gross negligence or willful
      misconduct of either of the Administrative Agent or any Person acting on
      its behalf or instruction;

            (ii) all other requirements as to the time, place and terms of sale
      or other requirements with respect to the enforcement of the
      Administrative Agent's rights hereunder; and


                                       12
<PAGE>
            (iii) all rights of redemption, appraisement, valuation, stay,
      extension or moratorium now or hereafter in force under any Requirements
      of Law in order to prevent or delay the enforcement of this Agreement
      (including any right to claim that such enforcement should be stayed
      pending the outcome of any other action or proceeding (including any
      arbitration proceeding)) or the absolute sale of the Collateral or any
      portion thereof, and Pledgor, for itself and all who may claim under it,
      insofar as it or they now or hereafter lawfully may, hereby waives the
      benefit of all such Requirements of Law.

      Any sale of, or the grant of options to purchase, or any other realization
upon, any Collateral shall, to the extent permitted by Requirements of Law,
operate to divest all right, title, interest, claim and demand, either at law or
in equity, of Pledgor therein and thereto, and shall be a perpetual bar both at
law and in equity against Pledgor and against any and all Persons claiming or
attempting to claim the Collateral so sold, optioned or realized upon, or any
part thereof, from, through and under Pledgor.

      SECTION 17. Application of Proceeds. Notwithstanding any other provision
of this Agreement, all payments made under or in connection with this Agreement,
and all moneys collected by the Administrative Agent upon any sale or other
disposition of the Collateral pursuant to Section 16, together with all other
moneys received by the Administrative Agent hereunder, shall be applied in
accordance with the Financing Documents, including that any proceeds of
Collateral which remains after payment in full of cash of the Obligations will
be paid to the Collateral Agent for the benefit of the OPNY Secured Parties to
be applied pursuant to the Intercreditor Agreement and the OPNY Second Lien
Documents, and such proceeds shall constitute proceeds under the OPNY Second
Lien Documents. For the avoidance of doubt, it is understood that Pledgor shall
remain liable to the extent of any deficiency between the amount of all moneys
collected by the Administrative Agent upon any such sale or other disposition of
the Collateral and the aggregate amount of the Secured Obligations.

      SECTION 18. Remedies Cumulative. No failure or delay on the part of the
Administrative Agent or any Secured Party in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between Pledgor and the Administrative Agent or any Secured Party shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Financing Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Financing Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent or any Secured Party would otherwise have. No notice to or
demand on Pledgor in any case shall entitle Pledgor to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Administrative Agent or any Secured Party to any other or further
action in any circumstances without notice or demand.

      SECTION 19. Discontinuance of Proceedings. In case the Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale or otherwise, and such proceeding
shall have been discontinued or abandoned


                                       13
<PAGE>
for any reason or shall have been determined adversely to the Administrative
Agent, then and in every such case Pledgor, the Administrative Agent and each
holder of any of the Secured Obligations shall be restored to their former
positions and rights hereunder with respect to the Collateral subject to the
security interest created under this Agreement, and all rights, remedies and
powers of the Administrative Agent shall continue as if no such proceeding had
been instituted.

      SECTION 20. Indemnity and Expenses. (a) Pledgor agrees to indemnify and
hold harmless the Administrative Agent and each Secured Party from and against
any and all claims, losses and liabilities arising out of or resulting from the
Collateral or Pledgor's pledge and assignment under this Agreement (including
enforcement against Pledgor of this Agreement), except claims, losses or
liabilities resulting from the Administrative Agent's or any Secured Party's
gross negligence or willful misconduct.

      (b) Pledgor will upon demand pay to the Administrative Agent or any
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the Administrative Agent or any Secured Party may incur in connection with (i)
the administration of this Agreement, (ii) the sale of, collection from, or
other realization upon, any of the Collateral of Pledgor, (iii) the exercise or
enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the Administrative Agent or any Secured Party hereunder
against Pledgor or (iv) the failure by Pledgor to perform or observe any of the
provisions hereof.

      SECTION 21. Waiver, Amendment; Severability. No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations or of such provision or obligation in
any other jurisdiction shall not in any way be affected or impaired thereby.

      SECTION 22. Security Interest Absolute. The obligations of Pledgor under
this Agreement are independent of the Secured Obligations, and a separate action
or actions may be brought and prosecuted against Pledgor to enforce this
Agreement, irrespective of whether any action is brought against the Borrower,
any other pledgor or any guarantor of the Secured Obligations or whether the
Borrower, any other pledgor or any guarantor of the Secured Obligations is
joined in any such action or actions. All rights of the Administrative Agent and
the assignment, hypothecation and security interest hereunder, and all
obligations of Pledgor hereunder, shall be absolute and unconditional, to the
extent permitted by applicable Requirements of Law, irrespective of:


                                       14
<PAGE>
            (a) any lack of validity or enforceability of this Agreement, the
Credit Agreement, any other Financing Document or any other agreement or
instrument relating to any thereof, the absence of any action to enforce the
same, any release of Pledgor or any other Credit Party, the recovery of any
judgment against Pledgor or any other Credit Party, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of Pledgor;

            (b) any occurrence or condition whatsoever, including (i) any
compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations of Pledgor or any
other Credit Party contained in this Agreement, the Credit Agreement or any
other Financing Document, (ii) any impairment, modification, release or
limitation of the liability of Pledgor or any other Credit Party or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable bankruptcy
law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by Pledgor, the Administrative Agent or any other Secured
Party of any rights or remedies, (iv) the assignment or the purported assignment
of any property as security for the Secured Obligations, including all or any
part of the rights of Pledgor under this Agreement, (v) the extension of the
time for payment by Pledgor or any other Credit Party or any other guarantor of
any payments or other sums or any part thereof owing or payable under any of the
terms and provisions of any Financing Document or of the time for performance by
Pledgor or any other Credit Party of any other obligations under or arising out
of any terms or provisions or the extension of the renewal of any thereof, (vi)
the modification or amendment (whether material or otherwise) of any duty,
agreement or obligation of Pledgor or any other Credit Party set forth in any
Financing Document, (vii) the voluntary or involuntary liquidation, dissolution,
sale or other disposition of all or substantially all of the assets, marshalling
of assets and liabilities, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting Pledgor or any other
Credit Party or any of their respective assets, or the disaffirmancy of this
Agreement or any Financing Document in any such proceeding, (viii) the release
or discharge of Pledgor or any other Credit Party from the performance or
observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (ix) the unenforceability of this
Agreement or any Financing Document or (x) any other circumstance which might
otherwise constitute a legal or equitable discharge of a surety or guarantor; or

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

      SECTION 23. Addresses for Notices. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement, and shall be given to such party at its address or telecopy
number set forth on the signature page hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.


                                       15
<PAGE>
      SECTION 24. Successors and Assigns. This Agreement shall create a
continuing pledge, assignment of, hypothecation of and security interest in the
Collateral and shall (i) remain in full force and effect until no Lender shall
have any Commitment outstanding and until the Notes, together with interest, and
all other Secured Obligations are indefeasibly paid in full in cash, (ii) be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto and shall inure to the benefit of
the Lenders; provided, however, that Pledgor may not assign or transfer any of
its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each of the Lenders. Any Lender may transfer, assign or
grant all or such relevant part of its rights hereunder in connection with an
assignment or transfer of all or any part of its interest in its Loans in
accordance with the provisions of the Credit Agreement, and such assignee shall
thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise. All agreements, statements, representations and
warranties made by Pledgor herein or in any certificate or other instrument
delivered by Pledgor or on its behalf under this Agreement shall be considered
to have been relied upon by the Lenders and shall survive the execution and
delivery of this Agreement, the Credit Agreement and the other Financing
Documents regardless of any investigation made by the Lenders or on their
behalf.

      SECTION 25. Termination; Release. This Agreement shall create a continuing
pledge, assignment of hypothecation of and security interest in the Collateral
and shall remain in full force and effect until no Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other Secured Obligations are indefeasibly paid in full in cash. This Agreement
shall terminate when all Secured Obligations have been indefeasibly paid in full
in cash and all Commitments have been terminated, and the Administrative Agent,
at the written request and expense of Pledgor, will promptly authorize, execute
and deliver, as applicable, to Pledgor the proper instruments (which may include
Uniform Commercial Code termination statements on form UCC-3) acknowledging the
termination of this Agreement, and will promptly duly assign, transfer and
deliver (without recourse and without any representation or warranty) free from
any interest of the Administrative Agent or Lien granted hereunder such of the
Collateral as may be in possession of the Administrative Agent, in accordance
with the Intercreditor Agreement or, if the OPNY Second Lien Documents shall
have terminated pursuant to the terms thereof, to Pledgor, and has not
theretofore been sold or otherwise applied or released pursuant to this
Agreement together with such notices to third parties as may be necessary to
countermand any notices previously sent to them pursuant hereto.

      SECTION 26. Headings Descriptive, Etc.. The headings of the
several sections and subsections of this Agreement, and the Table of Contents
are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

      SECTION 27. GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT


                                       16
<PAGE>
THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN
OR IN THE CREDIT AGREEMENT, TERMS USED IN ARTICLE 9 OF THE NY UCC ARE USED
HEREIN AS THEREIN DEFINED. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN PLEDGOR AND EACH
SECURED PARTY IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF
LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

      (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, PLEDGOR AND EACH SECURED
PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT PLEDGOR AND EACH SECURED
PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. PLEDGOR WAIVES IN ALL DISPUTES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

      (c) PLEDGOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST PLEDGOR OR
ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD FAITH TO
ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. PLEDGOR WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY SECURED
PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS.

      (d) PLEDGOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.


                                       17
<PAGE>
      (e) PLEDGOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED AGENTS,
INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW YORK, NEW
YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF PLEDGOR TO RECEIVE FOR AND ON
BEHALF OF PLEDGOR SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENTS
RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH
AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO PLEDGOR AT ITS ADDRESS SET FORTH IN
ACCORDANCE WITH SECTION 23. PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO PLEDGOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE
DATE OF RECEIPT THEREOF.

      (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS
AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW (ii) OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION, IN EITHER CASE, SOLELY AS PERMITTED IN SUBSECTION (c) OF THIS
SECTION 27.

      SECTION 28. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

      SECTION 29. Limitation of Recourse. The obligations of Pledgor hereunder
are obligations solely of Pledgor and shall not constitute a debt or obligation
of any direct or indirect partner or shareholder of Pledgor or any of their
respective directors, officers, agents or employees (each such Person, a
"Non-Recourse Party"). No Non-Recourse Party shall be liable for any amount
payable by Pledgor under this Agreement and the Secured Parties shall not seek a
money judgment or deficiency or personal judgment against any Non-Recourse Party
for payment of the indebtedness payable by Pledgor evidenced by this Agreement.
No property or assets of any Non-Recourse Party, other than as contemplated in
the Financing Documents, shall be sold, levied upon or otherwise used to satisfy
any judgment rendered in connection with any action brought against Pledgor with
respect to this Agreement or the other Financing Documents. The foregoing
acknowledgments, agreements and waivers shall be enforceable by any Non-Recourse
Party. Notwithstanding the foregoing, nothing in this Section shall limit or
affect or be construed to limit or affect the obligations and liabilities of any
Credit Party or any other Non-Recourse Party (a) in accordance with the terms of
any Transaction Document or Financing Document creating such liabilities and
obligations to which such Credit Party or Non-Recourse Party is a party, (b)
arising from liability pursuant to any applicable Requirement of Law for such
Credit Party's or such Non-Recourse Party's fraudulent actions, knowing
misrepresentations or


                                       18
<PAGE>
willful misconduct or (c) with respect to amounts distributed to it in violation
of Section 6.10 of the Credit Agreement.

      SECTION 30. Amendment and Restatement. This Agreement is an amendment and
restatement of the Partnership Interest Pledge Agreement, dated as of April 28,
2000 (the "Original Agreement") made by Pledgor to the Administrative Agent. It
is the intention of Pledgor and the Administrative Agent that this Agreement
amend, restate, extend and renew the terms and conditions of the Original
Agreement and the liens and security interests created thereby, and is not
intended to be a novation or discharge of the obligations of Pledgor thereunder
or the liens and security interests created thereby. The liens and security
interests of the Original Agreement are hereby ratified, confirmed, renewed,
extended, and brought forward in full force and effect as security for the
Obligations.

                  [Remainder of page intentionally left blank]


                                       19
<PAGE>
            IN WITNESS WHEREOF, each party hereto has caused this Agreement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

                                 ORION POWER MIDWEST GP, INC.


                                 By:  ______________________________________
                                 Name:
                                 Title:

                                 Address:  1111 Louisiana Street
                                           Houston, TX 77002
                                           Attn: Senior Vice President - Finance
                                 Telephone: (713) 207-3160
                                 Telecopy:  (713) 207-0988

                                 With a copy to:
                                 Address:  1111 Louisiana Street
                                           Houston, TX 77002
                                           Attn: General Counsel
                                 Telephone: (713) 207-7265
                                 Telecopy:  (713) 393-0140


                                 BANK OF AMERICA, N.A.
                                 not in its individual capacity,
                                 but solely as Administrative Agent


                                 By:________________________________________
                                 Name:
                                 Title:

                                 Address:  101 North Tryon Street
                                           NC1-001-08-19
                                           Charlotte, NC  28255
                                           Attn:  Laura S. Ryan
                                 Telecopy: (704) 386-3324
<PAGE>
                                                                         ANNEX I
                                                                              TO
                                           PARTNERSHIP INTEREST PLEDGE AGREEMENT


                              Partnership Interests












                             Partnership Agreements


<PAGE>
                                                                     EXHIBIT J-2
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT





                    AMENDED AND RESTATED MEMBERSHIP INTEREST
                                PLEDGE AGREEMENT

                                     made by

                            ORION POWER MIDWEST, L.P.

                                       to

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent

                         Dated as of : October 28, 2002
<PAGE>
                                TABLE OF CONTENTS




<TABLE>
<S>                                                                                        <C>
SECTION 1.   Pledge; Assignment; Grant of Security Interest...........................      2

SECTION 2.   Security for Secured Obligations.........................................      2

SECTION 3.   Pledgor Remains Liable...................................................      2

SECTION 4.   Delivery of Collateral...................................................      3

SECTION 5.   No Subrogation...........................................................      3

SECTION 6.   Reinstatement............................................................      3

SECTION 7.   Representations and Warranties...........................................      3

SECTION 8.   Further Assurances.......................................................      6

SECTION 9.   Voting Rights; Distributions, Etc........................................      6

SECTION 10.  Place of Incorporation; Place of Perfection; Records.....................      7

SECTION 11.  As to the Operating Agreement............................................      8

SECTION 12.  Covenants................................................................      8

SECTION 13.  Administrative Agent.....................................................     10

SECTION 14.  Administrative Agent May Perform.........................................     10

SECTION 15.  Duties of the Administrative Agent, Pledgor and the
             Operating Company........................................................     10

SECTION 16.  Remedies.................................................................     10

SECTION 17.  Application of Proceeds..................................................     12

SECTION 18.  Remedies Cumulative......................................................     12

SECTION 19.  Discontinuance of Proceedings............................................     13

SECTION 20.  Indemnity and Expenses...................................................     13

SECTION 21.  Waiver, Amendment; Severability..........................................     13

SECTION 22.  Security Interest Absolute...............................................     14
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                                        <C>
SECTION 23.  Addresses for Notices....................................................     15

SECTION 24   Successors and Assigns...................................................     15

SECTION 25.  Termination; Release.....................................................     15

SECTION 26.  Headings Descriptive, Etc................................................     16

SECTION 27.  GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE......................     16

SECTION 28.  Execution in Counterparts................................................     17

SECTION 29.  Limitation of Recourse...................................................     17

SECTION 30.  Amendment and Restatement................................................     18
</TABLE>


                                        ii
<PAGE>
                 AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE
                                   AGREEMENT


            AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AGREEMENT, dated as
of October 28, 2002 (this "Agreement"), made by ORION POWER MIDWEST, L.P., a
Delaware limited partnership (the "Pledgor"), as the obligor hereunder, to BANK
OF AMERICA, N.A., as administrative agent (in such capacity, together with any
successors and assigns, the "Administrative Agent") for the benefit of the
Secured Parties (as defined in the Credit Agreement referred to below).

                              W I T N E S S E T H:

            WHEREAS, Pledgor is the sole member of Twelvepole Creek, LLC, a
Delaware limited liability company, (the "Operating Company")

            WHEREAS, the Pledgor has entered into an Amended and Restated Credit
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), with the Administrative Agent, Banc of America Securities LLC and
BNP Paribas, as lead arrangers and joint book runners, Bank of America, N.A., as
issuing bank, BNP Paribas, as syndication agent, The Bank of Nova Scotia, Mizuho
Corporate Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as
documentation agents, and the Lenders named on the signature pages thereto and
from time to time parties thereto (the "Lenders") (all capitalized terms used
herein and not otherwise defined herein shall have the meanings attributed to
them in the Credit Agreement and the principles of construction set forth in
Section 1.04 of the Credit Agreement shall apply hereto), pursuant to which the
Lenders have agreed, inter alia, to renew, modify and extend credit facilities
that were issued to the Borrower to finance a portion of the purchase price of
the Portfolio Assets and to provide working capital availability to the Pledgor;

            WHEREAS, the Pledgor, the Operating Company and the Administrative
Agent have entered into that certain Amended and Restated Deposit Account
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "Deposit
Account Agreement"), providing for, among other things, the establishment of the
Accounts (as defined in the Credit Agreement) and the application of the
proceeds of the Collateral (as hereinafter defined); and

      WHEREAS, it is a condition precedent to the obligations of the Lenders
under the Credit Agreement that this Agreement shall have been entered into by
the parties hereto and shall be in full force and effect;

      NOW, THEREFORE, in consideration of the foregoing and in order to induce
the Lenders to enter into the Credit Agreement, to make available to the Pledgor
such credit facilities and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
<PAGE>
      SECTION 1. Pledge; Assignment; Grant of Security Interest. Pledgor hereby
pledges, hypothecates and assigns to the Administrative Agent, and hereby grants
to the Administrative Agent for the benefit of the Secured Parties, a pledge and
assignment of, and a security interest in, all of its right, title and interest
in and to the following (the "Collateral"):

      (a) All membership interests now owned or hereafter acquired by Pledgor in
and to the Operating Company (the "Membership Interest") and the operating
agreement relating to the Operating Company (the "Operating Agreement") and all
rights related thereto, including, without limitation, (i) all rights of Pledgor
as a member and all rights to receive distributions, cash, instruments and other
property from time to time receivable or otherwise distributable in respect of
any Membership Interest or pursuant to the Operating Agreement, (ii) all rights
of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty
with respect to any Membership Interest or the Operating Agreement, (iii) all
claims of Pledgor for damages arising out of or for breach of or default under
the Operating Agreement, (iv) the right of Pledgor to terminate the Operating
Agreement, to perform and exercise consensual or voting rights thereunder and to
compel performance and otherwise exercise all remedies thereunder, (v) all
rights of Pledgor as a member of the Operating Company, to any property and
assets of the Operating Company (whether real property, inventory, equipment,
contract rights, accounts, receivables, general intangibles, securities,
instruments, chattel paper, documents, chooses in action or otherwise), and (vi)
all certificates or instruments evidencing an ownership or membership interest
in the Operating Company or their assets; and

      (b) to the extent not included in the foregoing, all proceeds of any and
all of the foregoing (including proceeds that constitute property of the types
described above).

      SECTION 2. Security for Secured Obligations. This Agreement secures the
prompt and complete payment and performance of (a) all Obligations of the
Pledgor now or hereafter existing under the Financing Documents, (b) all
obligations of the Operating Company under the Subsidiary Guarantees and (c) the
due performance and compliance of all other obligations of the Operating Company
under any of the Financing Documents (collectively, the "Secured Obligations").
Without limiting the generality of the foregoing, this Agreement secures the
payment of all amounts which constitute part of the Secured Obligations and
would be owed by the Pledgor to the Secured Parties but for the fact that they
are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving any Credit Party.

      SECTION 3. Pledgor Remains Liable. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable under the Operating Agreement
and the other contracts and agreements included in the Collateral to the extent
set forth therein to perform all of its duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (b) the exercise by any
Secured Party of any of the rights hereunder shall not release Pledgor from any
of its duties or obligations under the contracts and agreements included in the
Collateral and (c) neither the Administrative Agent nor any Secured Party shall
have any obligation or liability under the contracts and agreements included in
the Collateral or otherwise by reason of this



                                       2
<PAGE>
Agreement, nor shall the Administrative Agent or any Secured Party be obligated
to perform any of the obligations or duties of Pledgor thereunder or to take any
action to collect or enforce any claim assigned hereunder.

      SECTION 4. Delivery of Collateral. All certificates or instruments
representing or evidencing the Collateral at any time shall be delivered to and
held by or on behalf of the Administrative Agent pursuant hereto and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
reasonably satisfactory to the Administrative Agent. The Administrative Agent
shall have the right, upon the occurrence and continuance of an Event of
Default, in its discretion and without notice to Pledgor, to transfer to or to
register in the name of the Administrative Agent or any of its nominees any or
all of the Collateral, subject only to compliance with Requirements of Law, the
terms and conditions of the Credit Agreement and the Intercreditor Agreement and
the revocable rights specified in Section 9(a). In addition, the Administrative
Agent shall have the right at any time to exchange certificates or instruments
representing or evidencing Collateral for certificates or instruments of smaller
or larger denominations.

      SECTION 5. No Subrogation. Pledgor shall not exercise any rights which it
may acquire by way of subrogation under this Agreement, by any payments made
hereunder or otherwise, until all Secured Obligations shall have been
indefeasibly paid in full in cash and all Commitments have been terminated. If
any amount shall be paid to Pledgor on account of such subrogation rights at any
time when all Secured Obligations shall not have been indefeasibly paid in full
in cash (whether pursuant to a claim in any bankruptcy or similar proceeding or
otherwise) or when any Commitment shall remain outstanding, such amount shall be
held in trust for the benefit of the Administrative Agent and the Secured
Parties and shall forthwith be paid to the Administrative Agent to be credited
and applied to the Secured Obligations, whether matured or unmatured, in
accordance with Section 17.

      SECTION 6. Reinstatement. This Agreement shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Secured Obligations is rescinded or must otherwise be
restored or returned by any Secured Party upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Pledgor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, Pledgor or any substantial part of its property, or
otherwise, all as though such payments had not been made.

      SECTION 7. Representations and Warranties. Pledgor represents and warrants
as follows:

      (a) Pledgor (i) is duly formed, validly existing and in good standing
under the laws of the State of Delaware, (ii) has all requisite power and
authority to own its property and assets, to borrow money and to transact the
business in which it is presently engaged and in which it proposes to be
engaged, (iii) has duly qualified and is authorized to do business and is in
good standing in every jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary except where the
failure to be so qualified could not



                                       3
<PAGE>
reasonably be expected to have a material adverse effect on any Portfolio Asset
and (iv) is in full compliance with its Governing Documents, all material
Contractual Obligations, all applicable material Requirements of Law and all
material Governmental Approvals, except in each case of this clause (iv) to the
extent that the failure to comply with any of the foregoing could not reasonably
be expected to have a Material Adverse Effect. As of the date hereof, (y) the
Operating Company is the only Subsidiary of the Borrower; and (z) Pledgor is the
sole member of the Operating Company.

      (b) The execution, delivery and performance by Pledgor of this Agreement
and the consummation of the transactions contemplated hereby (i) are within its
powers, (ii) have been duly authorized by all necessary partnership action,
(iii) do not and will not contravene (A) its Governing Documents or (B) any
material Requirement of Law, any material Contractual Obligation or any material
Governmental Approval binding on or affecting it and (iv) do not and will not
conflict with or be inconsistent with or result in any breach of any of the
material terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien (except Permitted Liens) upon any of its properties or
assets pursuant to, the terms of any material Contractual Obligation binding on
or affecting it.

      (c) Pledgor has duly executed and delivered this Agreement and this
Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity.

      (d) No approval of any Person other than a Governmental Authority (except
such as have been duly obtained, made or given, and are in full force and
effect) is required to authorize, or is required in connection with (i) the
execution, delivery or performance of this Agreement by Pledgor or the
consummation of any of the transactions contemplated hereby, (ii) the legality,
validity, binding effect or enforceability of this Agreement or the perfection
and maintenance of the security interest created hereby (including the first
priority nature of such security interest) or (iii) for the exercise by the
Administrative Agent of the voting or other rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement, except, in each case, for any approval of any such Person the absence
of which could not reasonably be expected to have a material adverse effect on
the ability of the Administrative Agent to exercise voting rights or remedies in
respect of the Collateral.

      (e) The Operating Agreement, true and complete copies of which have been
furnished to the Administrative Agent, has been duly authorized, executed and
delivered by Pledgor and is in full force and effect and is binding upon and
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity. There exists no default
under the Operating Agreement.



                                       4
<PAGE>
      (f) This Agreement creates a valid security interest in the Collateral
purported to be pledged and assigned by Pledgor hereunder securing the payment
of the Secured Obligations.

      (g) Upon the filing of the financing statements (the "Financing
Statements") referenced in Schedule I hereof under the Uniform Commercial Code
as in effect in the State of Delaware (the "Delaware UCC"), the security
interest created hereby shall be perfected under the Delaware UCC, to the extent
that the Collateral constitutes "general intangibles" (as defined in the
Delaware UCC) and no further filings or other actions are necessary to perfect
such security interest. Upon filing of such Financing Statements pursuant to the
Delaware UCC, such security interests, as so perfected, shall be first priority
security interests.

      (h) When any certificates or instruments evidencing the Collateral shall
be delivered hereunder and endorsed to, or registered in favor of, the
Administrative Agent in accordance with Section 8-106 of the Uniform Commercial
Code as in effect in the State of New York (the "NY UCC") or the State of North
Carolina (the "NC UCC"), and for so long as such certificates or instruments
shall remain in the possession of the Administrative Agent in the State of New
York or the State of North Carolina, the security interest in such Collateral
created hereby shall be perfected under the NY UCC or the NC UCC, as applicable,
and such security interest, as so perfected, will be a first priority security
interest.

      (i) The security interest created by this Agreement in the Collateral
described in clause (a) of Section 1 hereof has been registered in the name of
the Administrative Agent in the register maintained for such purpose at the
chief executive office and principal place of business of the Operating Company
and, to the extent that such Collateral constitutes "uncertificated securities"
(as defined in the Delaware UCC), such security interest is perfected under the
Delaware UCC and, as so perfected, is a first priority security interest.

      (j) The chief place of business and chief executive office of Pledgor and
the office where Pledgor keeps its records concerning the Collateral is set
forth under its name on the signature page hereof.

      (k) Pledgor is the legal and beneficial owner of the Collateral purported
to be pledged and assigned by it hereunder, free and clear of any Lien, other
than Permitted Liens. No effective financing statement or other instrument
similar in effect covering all or any part of such Collateral has been executed
or authorized by Pledgor or, is on file in any recording office, except such as
may have been filed in favor of (i) the Administrative Agent relating to this
Agreement or (ii) the OPNY Administrative Agent relating to the OPNY Credit
Agreement. Pledgor has no trade name.

      (l) There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.

      (m) No part of the Collateral is subject to the terms of any agreement
restricting the sale or transfer of such Collateral, except for the Operating
Agreement and the Financing Documents.



                                       5
<PAGE>
      (n) Except as set forth in Schedule 4.05 of the Credit Agreement, there is
no (i) injunction, writ, preliminary restraining order or order of any nature
issued by an arbitrator, court or other Governmental Authority against Pledgor
in connection with the transactions provided for herein, or (ii) action, suit,
arbitration, litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority pending against Pledgor or, to Pledgor's knowledge,
threatened against Pledgor which would reasonably be expected to materially
adversely affect the right or ability of Pledgor to fulfill its obligations
under this Agreement.

      (o) Pledgor has, independently and without reliance upon the
Administrative Agent and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.

      SECTION 8. Further Assurances. (a) Pledgor agrees that from time to time,
at the expense of Pledgor, Pledgor will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary,
or that the Administrative Agent may reasonably request, in order to perfect and
protect the pledge, assignment, hypothecation and security interest granted or
purported to be granted hereby or to enable the Administrative Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, Pledgor will (i) execute and
file such financing or continuation statements, or amendments thereto, and such
other instruments or notices, as may be necessary, or as the Administrative
Agent may reasonably request, in order to perfect and preserve the assignment,
hypothecation and security interest granted or purported to be granted hereby;
and (ii) mark conspicuously, at the request of the Administrative Agent, each of
its records pertaining to the Collateral with a legend, in form and substance
reasonably satisfactory to the Administrative Agent, indicating that the
Operating Agreement and such chattel paper have been assigned and are subject to
the security interest pursuant hereto.

      (b) Pledgor hereby further authorizes the Administrative Agent to file one
or more financing or continuation statements, and amendments thereto, relative
to all or any part of the Collateral without the signature of Pledgor where
permitted by law. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

      SECTION 9. Voting Rights; Distributions, Etc. (a) So long as any
Obligations are outstanding, Pledgor shall not be entitled to any payments or
distributions (whether cash or non-cash) pursuant to the Operating Agreement,
except payments or distributions from the Borrower that are directly distributed
from Pledgor to Holdco in accordance with the Holdco Deposit Account Agreement.
So long as no Event of Default shall have occurred and be continuing, but
subject, nevertheless, at all times to the restrictions imposed by the terms and
conditions of the Credit Agreement, Pledgor shall be entitled to exercise any
and all management, voting and other membership rights pertaining to any
Collateral (including any membership interest or Operating Agreement) and the
Operating Company for any purpose not inconsistent with the terms of this
Agreement or any other Financing Document; provided, however, that Pledgor shall
exercise, or refrain from exercising, any such right if such action or inaction
would have a material adverse



                                       6
<PAGE>
effect on the attachment, perfection, creation or priority of the security
interest in the Collateral or any part thereof as herein granted.

      (b) If Pledgor receives any distributions in respect of the Collateral
purported to be pledged and assigned by it hereunder, such distributions shall
be promptly delivered to the Collateral Agent to deposit in the Holdco Accounts
pursuant to the Holdco Deposit Account Agreement, or, if such distributions are
in connection with a partial or total liquidation or are non-cash distributions,
to the Administrative Agent to hold as Collateral and shall, if received by
Pledgor, be received in trust for the benefit of the Administrative Agent, be
segregated from the other property or funds of Pledgor and be forthwith
delivered to the Administrative Agent as Collateral in the same form as so
received (with any necessary endorsement or assignment).

      (c) Upon the occurrence and during the continuance of an Event of Default:

                  (i) Immediately upon Pledgor's receipt of written notice from
      the Administrative Agent that the Administrative Agent intends to act
      pursuant to this clause (c)(i), all rights of Pledgor to exercise or
      refrain from exercising the voting and other consensual rights which it
      would otherwise be entitled to exercise shall thereupon become exercisable
      by the Administrative Agent, acting in good faith, who shall have the sole
      right to exercise or refrain from exercising such voting and other
      consensual rights unless and until such Event of Default ceases to exist.

                  (ii) All rights of Pledgor to receive the distributions, if
      any, which it would otherwise be authorized to receive and retain,
      pursuant to Section 9(a) and (b), above, shall become exercisable by the
      Administrative Agent who shall thereupon have the sole right to receive
      and hold as Collateral such distributions unless and until such Event of
      Default ceases to exist.

                  (iii) All distributions which are received by Pledgor contrary
      to the provisions of clause (ii), above, shall be received in trust for
      the benefit of the Administrative Agent, shall be segregated from other
      funds of Pledgor and shall be forthwith paid over to the Administrative
      Agent as Collateral in the same form as so received (with any necessary
      endorsement) for application pursuant to Section 17.

      SECTION 10. Place of Incorporation; Place of Perfection; Records. Pledgor
is organized in the State of Delaware, and Pledgor's exact legal name is Orion
Power MidWest, L.P. Pledgor will not change its jurisdiction of organization or
its name without having given Administrative Agent not less than 30 days' prior
written notice of its intention to do so, clearly describing to the
Administrative Agent such new jurisdiction or name and providing such other
information and taking any action in connection therewith as the Administrative
Agent may reasonably request. Pledgor shall keep its place of business and chief
executive office and the office where it keeps its records concerning the
Collateral, and original copies of each Partnership Agreement and of all other
chattel paper which evidence the Collateral, at its address specified on the
signature pages hereof; or, upon 30 days' prior written notice to the
Administrative Agent, at such other location in a jurisdiction where all action
required by Section 8 shall have been taken with respect to the Collateral.
Pledgor will hold and preserve such records and will permit



                                       7
<PAGE>
representatives of the Administrative Agent at any time, upon reasonable prior
notice, during normal business hours to inspect and make abstracts from such
records.

      SECTION 11. As to the Operating Agreement. (a) Pledgor shall at its
expense perform and observe all the terms and provisions to be performed or
observed by it under each Operating Agreement, maintain the Operating Agreement
in full force and effect, enforce the Operating Agreement in accordance with its
terms, and take all such action to such end as may be from time to time
reasonably requested by the Administrative Agent.

      (b)   Pledgor shall not:

            (i) sell, assign (by operation of law or otherwise) or otherwise
            dispose of any of the Collateral, or create or suffer to exist any
            Lien upon or with respect to any of the Collateral, except for the
            pledge, assignment, hypothecation and security interest created by
            this Agreement and Permitted Liens;

            (ii) cancel or terminate the Operating Agreement or consent to or
            accept any cancellation or termination thereof;

            (iii) amend or otherwise modify in a material respect the Operating
            Agreement; or

            (iv) waive any material default under or material breach of the
            Operating Agreement.

      SECTION 12. Covenants. Pledgor covenants and agrees that so long as any
Lender shall have any Commitment outstanding and until the Notes, together with
interest, and all other Secured Obligations are indefeasibly paid in full in
cash, unless the Administrative Agent shall otherwise consent in writing,
Pledgor:

      (a) Maintenance of Register. Will cause the Operating Company to maintain
at all times a register at its chief place of business and chief executive
office in which the security interest in the Collateral granted hereby to the
Administrative Agent, to the extent that the same constitutes "uncertificated
securities" (as defined in the Delaware UCC), shall be evidenced.

      (b) Preservation of Existence, Etc. Will cause the Operating Company to
preserve and maintain, its lawful existence, rights (charter and statutory), and
franchises in accordance with the Transaction Documents.

      (c) Jurisdiction of Organization. Will cause the Operating Company at all
times to be a limited liability company organized under the laws of the State of
Delaware.

      (d) Bankruptcy. Will not file a voluntary petition or otherwise initiate
proceedings to have the Operating Company adjudicated bankrupt or insolvent, or
consent to the institution of bankruptcy or insolvency proceedings against the
Operating Company, or file a petition seeking



                                       8
<PAGE>
or consenting to reorganization or relief of the Operating Company as debtor
under any applicable federal or state law relating to bankruptcy, insolvency, or
other relief for debtors with respect to the Operating Company; or seek or
consent to the appointment of any trustee, receiver, conservator, assignee,
sequestrator, custodian, liquidator (or other similar official) of the Operating
Company or of all or any substantial part of the properties and assets of the
Operating Company, or make any general assignment for the benefit of creditors
of the Operating Company, or admit in writing the inability of the Operating
Company to pay its debts generally as they become due or declare or effect a
moratorium on the debt of the Operating Company or take any action in
furtherance of any or the foregoing.

      (e) Operations Matters. In the conduct of its business and operations,
Pledgor shall, and shall cause the Operating Company to:

            (i) maintain books and records, separate from those of any other
      Person;

            (ii) except as may be expressly contemplated or required by the
      Deposit Account Agreement, maintain its bank accounts and all its other
      assets separate from those of any other Person;

            (iii) hold regular member meetings to conduct its business, and
      observe all other limited liability company formalities;

            (iv) hold itself out to creditors and the public as a legal entity
      separate and distinct from any other Person;

            (v) prepare separate financial statements, or if part of a
      consolidated or combined group, then it shall be shown as a separate
      member of such group, including in a footnote(s) to the relevant financial
      statements disclosing its separate existence and identity and the
      existence of its own assets;

            (vi) allocate and charge fairly and reasonably any common employee
      or overhead shared with Affiliates except as otherwise permitted under the
      Financing Documents;

            (vii) transact all business with Affiliates on an arm's-length basis
      and to enter into transactions with Affiliates on an arm's-length basis;

            (viii) conduct business in its own name;

            (ix) with regard to the Operating Company, maintain a sufficient
      number of employees in light of the Operating Company's contemplated
      business operations;

            (x) correct any misunderstanding regarding its separate identity of
      which Pledgor has actual knowledge;




                                       9
<PAGE>
            (xi) not identify itself in writing as a division of any other
      Person; and

            (xii) maintain adequate capital in light of its contemplated
      business operations.

      SECTION 13. Administrative Agent. Bank of America, N.A. has been appointed
by the Secured Parties to act as the Administrative Agent hereunder. Pledgor
hereby appoints the Administrative Agent as Pledgor's attorney-in-fact, with
full authority in the place and stead of Pledgor and in the name of Pledgor or
otherwise, from time to time in the Administrative Agent's discretion at any
time that an Event of Default shall have occurred and be continuing, to take any
action and to execute any instrument which the Administrative Agent may deem
necessary or advisable to accomplish the purposes of this Agreement, including
to ask, demand, collect, sue for, recover, compound, receive and give acceptance
and receipts for moneys due and to become due under or in connection with the
Collateral, to receive, indorse, and collect any drafts or other instruments,
documents and chattel paper in connection therewith, to file any claims or take
any action or institute any proceedings which the Administrative Agent may deem
to be necessary or desirable for the collection thereof or to enforce compliance
with the terms and conditions of any Partnership Agreement, and to sell assign,
lease or otherwise dispose of the Collateral or any part thereof pursuant to
this Agreement. Such appointment is coupled with an interest and is irrevocable.

         SECTION 14. Administrative Agent May Perform. If Pledgor fails to
perform any agreement contained herein, the Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by
Pledgor under Section 20(b).

      SECTION 15. Duties of the Administrative Agent, Pledgor and the Operating
Company. (a) The powers conferred on the Administrative Agent hereunder are
solely to protect its interest in the Collateral and shall not impose any duty
upon it to exercise any such powers. Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the Administrative Agent shall have no duty as to any Collateral
or as to the taking of any necessary steps to preserve rights against prior
parties or any other rights pertaining to any Collateral and no such duties
shall be implied as arising hereunder.

      (b) It is expressly agreed, anything herein contained to the contrary
notwithstanding, that Pledgor and the Operating Company shall remain liable to
perform all of their respective obligations, if any, assumed by them with
respect to the Collateral and the Administrative Agent and the Lenders shall
have no obligations or liabilities with respect to any Collateral (other than
obligations or liabilities resulting from the Administrative Agent's or any
Lender's gross negligence or willful misconduct) by reason of or arising out of
or in connection with this Agreement, nor shall the Administrative Agent or the
Lenders be required or obligated in any manner to perform or fulfill any of the
obligations of Pledgor or the Operating Company under or with respect to any
Collateral.

      SECTION 16. Remedies. If any Event of Default shall have occurred and be
continuing, subject to the terms of Section 9 and compliance with Requirements
of Law:




                                       10
<PAGE>
      (a) The Administrative Agent may exercise any and all rights and remedies
of Pledgor under or in connection with the Operating Agreement, the Membership
Interests or otherwise in respect of the Collateral, including any and all
rights of Pledgor to demand or otherwise require payment of any amount under, or
performance of any provision of, any Partnership Agreement and all rights of
Pledgor to control the operation of the Borrower Entities.

      (b) All payments received by Pledgor under or in connection with the
Operating Agreement, the Membership Interests, or otherwise in respect of the
Collateral shall be received in trust for the benefit of the Administrative
Agent, shall be segregated from other funds of Pledgor and shall be forthwith
paid over to the Administrative Agent in the same form as so received (with any
necessary endorsement).

      (c) Any Collateral repossessed by the Administrative Agent under or
pursuant to this Section 16 or any other provision hereof, and any other
Collateral whether or not so repossessed by the Administrative Agent, may be
sold, assigned, leased or otherwise disposed of under one or more contracts or
as an entirety, and without the necessity of gathering at the place of sale the
property to be sold, and in general in such manner, at such time or times, at
such place or places and on such terms as the Administrative Agent may, upon
written direction in compliance with any mandatory requirements of any
Requirement of Law, determine to be commercially reasonable. Any such
disposition which shall be a private sale or other private proceeding permitted
by such requirements shall be made upon not less than 10 days' written notice to
Pledgor (except that, if the Administrative Agent shall determine, in its sole
discretion, that any of the Collateral threatens to decline quickly in value or
to become worthless, any such sale may be made upon three days' notice to
Pledgor) specifying the time at which such disposition is to be made and the
intended sale price or other consideration therefor, and shall be subject, for
the 10 days after the giving of such notice, to the right of Pledgor or any
nominee of Pledgor to acquire the Collateral involved at a price or for such
other consideration at least equal to the intended sale price or other
consideration so specified. To the extent permitted by Requirements of Law, the
Administrative Agent on behalf of the Lenders may bid for and become the
purchaser of the Collateral or any item thereof, offered for sale in accordance
with this Section 16. If, under mandatory requirements of any Requirement of
Law, the Administrative Agent shall be required to make disposition of the
Collateral within a period of time which does not permit the giving of notice to
Pledgor as hereinabove specified, the Administrative Agent need give Pledgor
only such notice of disposition as shall be reasonably practicable in view of
such mandatory requirements of any Requirement of Law.

      (d) The Administrative Agent, in addition to any rights now or hereafter
existing under any applicable Requirement of Law, shall have all rights as a
secured creditor under the Uniform Commercial Code or any other applicable
Requirement of Law in all relevant jurisdictions.

      (e) Waiver of Claims. Except as otherwise provided in this Agreement,
PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT
TAKING POSSESSION OR THE ADMINISTRATIVE



                                       11
<PAGE>
AGENT'S DISPOSITION OF ANY OF THE COLLATERAL, IN EACH CASE AS PERMITTED BY
APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING
FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH PLEDGOR WOULD
OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY
POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and Pledgor hereby further
waives:

            (i) all damages occasioned by such taking of possession except any
      damages which are the direct result of the gross negligence or willful
      misconduct of either of the Administrative Agent or any Person acting on
      its behalf or instruction;

            (ii) all other requirements as to the time, place and terms of sale
      or other requirements with respect to the enforcement of the
      Administrative Agent's rights hereunder; and

            (iii) all rights of redemption, appraisement, valuation, stay,
      extension or moratorium now or hereafter in force under any Requirements
      of Law in order to prevent or delay the enforcement of this Agreement
      (including any right to claim that such enforcement should be stayed
      pending the outcome of any other action or proceeding (including any
      arbitration proceeding)) or the absolute sale of the Collateral or any
      portion thereof, and Pledgor, for itself and all who may claim under it,
      insofar as it or they now or hereafter lawfully may, hereby waives the
      benefit of all such Requirements of Law.

      Any sale of, or the grant of options to purchase, or any other realization
upon, any Collateral shall, to the extent permitted by Requirements of Law,
operate to divest all right, title, interest, claim and demand, either at law or
in equity, of Pledgor therein and thereto, and shall be a perpetual bar both at
law and in equity against Pledgor and against any and all Persons claiming or
attempting to claim the Collateral so sold, optioned or realized upon, or any
part thereof, from, through and under Pledgor.

      SECTION 17. Application of Proceeds. Notwithstanding any other provision
of this Agreement, all payments made under or in connection with this Agreement,
and all moneys collected by the Administrative Agent upon any sale or other
disposition of the Collateral pursuant to Section 16, together with all other
moneys received by the Administrative Agent hereunder, shall be applied in
accordance with the Financing Documents, including that any proceeds of
Collateral which remains after payment in full of cash of the Obligations will
be paid to the Collateral Agent for the benefit of the OPNY Secured Parties to
be applied pursuant to the Intercreditor Agreement and the OPNY Second Lien
Documents, and such proceeds shall constitute proceeds under the OPNY Second
Lien Documents. For the avoidance of doubt, it is understood that Pledgor shall
remain liable to the extent of any deficiency between the amount of all moneys
collected by the Administrative Agent upon any such sale or other disposition of
the Collateral and the aggregate amount of the Secured Obligations.

      SECTION 18. Remedies Cumulative. No failure or delay on the part of the
Administrative Agent or any Secured Party in exercising any right, power or
privilege hereunder



                                       12
<PAGE>
or under any other Financing Document and no course of dealing between Pledgor
and the Administrative Agent or any Secured Party shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Financing Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights, powers and remedies herein or in any other
Financing Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which the Administrative Agent or any Secured Party
would otherwise have. No notice to or demand on Pledgor in any case shall
entitle Pledgor to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent
or any Secured Party to any other or further action in any circumstances without
notice or demand.

      SECTION 19. Discontinuance of Proceedings. In case the Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Administrative Agent, then and in every such case
Pledgor, the Administrative Agent and each holder of any of the Secured
Obligations shall be restored to their former positions and rights hereunder
with respect to the Collateral subject to the security interest created under
this Agreement, and all rights, remedies and powers of the Administrative Agent
shall continue as if no such proceeding had been instituted.

      SECTION 20. Indemnity and Expenses. (a) Pledgor agrees to indemnify and
hold harmless the Administrative Agent and each Secured Party from and against
any and all claims, losses and liabilities arising out of or resulting from the
Collateral or Pledgor's pledge and assignment under this Agreement (including
enforcement against Pledgor of this Agreement), except claims, losses or
liabilities resulting from the Administrative Agent's or any Secured Party's
gross negligence or willful misconduct.

      (b) Pledgor will upon demand pay to the Administrative Agent or any
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the Administrative Agent or any Secured Party may incur in connection with (i)
the administration of this Agreement, (ii) the sale of, collection from, or
other realization upon, any of the Collateral of Pledgor, (iii) the exercise or
enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the Administrative Agent or any Secured Party hereunder
against Pledgor or (iv) the failure by Pledgor to perform or observe any of the
provisions hereof.

      SECTION 21. Waiver, Amendment; Severability. No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or unenforceable in any



                                       13
<PAGE>
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations or of such provision or obligation in any other
jurisdiction shall not in any way be affected or impaired thereby.

      SECTION 22. Security Interest Absolute. The obligations of Pledgor under
this Agreement are independent of the Secured Obligations, and a separate action
or actions may be brought and prosecuted against Pledgor to enforce this
Agreement, irrespective of whether any action is brought against any other
pledgor or any guarantor of the Secured Obligations or whether any other pledgor
or any guarantor of the Secured Obligations is joined in any such action or
actions. All rights of the Administrative Agent and the assignment,
hypothecation and security interest hereunder, and all obligations of Pledgor
hereunder, shall be absolute and unconditional, to the extent permitted by
applicable Requirements of Law, irrespective of:

            (a) any lack of validity or enforceability of this Agreement, the
Credit Agreement, any other Financing Document or any other agreement or
instrument relating to any thereof, the absence of any action to enforce the
same, any release of Pledgor or any other Credit Party, the recovery of any
judgment against Pledgor or any other Credit Party, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of Pledgor;

            (b) any occurrence or condition whatsoever, including (i) any
compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations of Pledgor or any
other Credit Party contained in this Agreement, the Credit Agreement or any
other Financing Document, (ii) any impairment, modification, release or
limitation of the liability of Pledgor or any other Credit Party or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable bankruptcy
law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by Pledgor, the Administrative Agent or any other Secured
Party of any rights or remedies, (iv) the assignment or the purported assignment
of any property as security for the Secured Obligations, including all or any
part of the rights of Pledgor under this Agreement, (v) the extension of the
time for payment by Pledgor or any other Credit Party or any other guarantor of
any payments or other sums or any part thereof owing or payable under any of the
terms and provisions of any Financing Document or of the time for performance by
Pledgor or any other Credit Party of any other obligations under or arising out
of any terms or provisions or the extension of the renewal of any thereof, (vi)
the modification or amendment (whether material or otherwise) of any duty,
agreement or obligation of Pledgor or any other Credit Party set forth in any
Financing Document, (vii) the voluntary or involuntary liquidation, dissolution,
sale or other disposition of all or substantially all of the assets, marshalling
of assets and liabilities, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting Pledgor or any other
Credit Party or any of their respective assets, or the disaffirmancy of this
Agreement or any Financing Document in any such proceeding, (viii) the release
or discharge of Pledgor or any other Credit Party from the performance or
observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (ix) the unenforceability of this
Agreement or any Financing Document or (x) any other



                                       14
<PAGE>
circumstance which might otherwise constitute a legal or equitable discharge of
a surety or guarantor; or

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

      SECTION 23. Addresses for Notices. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement, and shall be given to such party at its address or telecopy
number set forth on the signature page hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.

      SECTION 24. Successors and Assigns. This Agreement shall create a
continuing pledge, assignment of, hypothecation of and security interest in the
Collateral and shall (i) remain in full force and effect until no Lender shall
have any Commitment outstanding and until the Notes, together with interest, and
all other Secured Obligations are indefeasibly paid in full in cash, (ii) be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto and shall inure to the benefit of
the Lenders; provided, however, that Pledgor may not assign or transfer any of
its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each of the Lenders. Any Lender may transfer, assign or
grant all or such relevant part of its rights hereunder in connection with an
assignment or transfer of all or any part of its interest in its Loans in
accordance with the provisions of the Credit Agreement, and such assignee shall
thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise. All agreements, statements, representations and
warranties made by Pledgor herein or in any certificate or other instrument
delivered by Pledgor or on its behalf under this Agreement shall be considered
to have been relied upon by the Lenders and shall survive the execution and
delivery of this Agreement, the Credit Agreement and the other Financing
Documents regardless of any investigation made by the Lenders or on their
behalf.

      SECTION 25. Termination; Release. This Agreement shall create a continuing
pledge, assignment of hypothecation of and security interest in the Collateral
and shall remain in full force and effect until no Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other Secured Obligations are indefeasibly paid in full in cash. This Agreement
shall terminate when all Secured Obligations have been indefeasibly paid in full
in cash and all Commitments have been terminated, and the Administrative Agent,
at the written request and expense of Pledgor, will promptly authorize, execute
and deliver, as applicable, to Pledgor the proper instruments (which may include
Uniform Commercial Code termination statements on form UCC-3) acknowledging the
termination of this Agreement, and will promptly duly assign, transfer and
deliver (without recourse and without any representation or warranty) free from
any interest of the Administrative Agent or Lien granted hereunder such of the
Collateral as may be in possession of the Administrative Agent, in accordance
with the Intercreditor Agreement or, if the OPNY Second Lien Documents shall
have terminated pursuant to the terms thereof, to Pledgor, and has not
theretofore been sold or otherwise applied or



                                       15
<PAGE>
released pursuant to this Agreement together with such notices to third parties
as may be necessary to countermand any notices previously sent to them pursuant
hereto.

      SECTION 26. Headings Descriptive, Etc.. The headings of the several
sections and subsections of this Agreement, and the Table of Contents are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

      SECTION 27. GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN
OR IN THE CREDIT AGREEMENT, TERMS USED IN ARTICLE 9 OF THE NY UCC ARE USED
HEREIN AS THEREIN DEFINED. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN PLEDGOR AND EACH
SECURED PARTY IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF
LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

      (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, PLEDGOR AND EACH SECURED
PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT PLEDGOR AND EACH SECURED
PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. PLEDGOR WAIVES IN ALL DISPUTES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

      (c) PLEDGOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST PLEDGOR OR
ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD FAITH TO
ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT
OR OTHER COURT



                                       16
<PAGE>
ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. PLEDGOR WAIVES ANY OJBECTION THAT
IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY SECURED PARTY HAS
COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS.

      (d) PLEDGOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      (e) PLEDGOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED AGENTS,
INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW YORK, NEW
YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF PLEDGOR TO RECEIVE FOR AND ON
BEHALF OF PLEDGOR SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENTS
RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH
AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO PLEDGOR AT ITS ADDRESS SET FORTH IN
ACCORDANCE WITH SECTION 23. PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO PLEDGOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE
DATE OF RECEIPT THEREOF.

      (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS
AGREEMENT (I) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW (II) OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION, IN EITHER CASE, SOLELY AS PERMITTED IN SUBSECTION (C) OF THIS
SECTION 27.

      SECTION 28. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

      SECTION 29. Limitation of Recourse. The obligations of Pledgor hereunder
are obligations solely of Pledgor and shall not constitute a debt or obligation
of any direct or indirect member, partner or shareholder of Pledgor or any of
their respective directors, officers, agents or employees (each such Person, a
"Non-Recourse Party"). No Non-Recourse Party shall be liable for any amount
payable by Pledgor under this Agreement and the Secured Parties shall not seek a


                                       17
<PAGE>
money judgment or deficiency or personal judgment against any Non-Recourse Party
for payment of the indebtedness payable by Pledgor evidenced by this Agreement.
No property or assets of any Non-Recourse Party, other than as contemplated in
the Financing Documents, shall be sold, levied upon or otherwise used to satisfy
any judgment rendered in connection with any action brought against Pledgor with
respect to this Agreement or the other Financing Documents. The foregoing
acknowledgments, agreements and waivers shall be enforceable by any Non-Recourse
Party. Notwithstanding the foregoing, nothing in this Section shall limit or
affect or be construed to limit or affect the obligations and liabilities of any
Credit Party or any other Non-Recourse Party (a) in accordance with the terms of
any Transaction Document or Financing Document creating such liabilities and
obligations to which such Credit Party or Non-Recourse Party is a party, (b)
arising from liability pursuant to any applicable Requirement of Law for such
Credit Party's or such Non-Recourse Party's fraudulent actions, knowing
misrepresentations or willful misconduct or (c) with respect to amounts
distributed to it in violation of Section 6.10 of the Credit Agreement.

      SECTION 30. Amendment and Restatement. This Agreement is an amendment and
restatement of the Membership Interest Pledge Agreement, dated as of December
15, 2000 (the "Original Agreement") made by Pledgor to the Administrative Agent.
It is the intention of Pledgor and the Administrative Agent that this Agreement
amend, restate, extend and renew the terms and conditions of the Original
Agreement and the liens and security interests created thereby, and is not
intended to be a novation or discharge of the obligations of Pledgor thereunder
or the liens and security interests created thereby. The liens and security
interests of the Original Agreement are hereby ratified, confirmed, renewed,
extended, and brought forward in full force and effect as security for the
Obligations.

                  [Remainder of page intentionally left blank]






                                       18
<PAGE>
            IN WITNESS WHEREOF, each party hereto has caused this Agreement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

                                      ORION POWER MIDWEST L.P.

                                      By:  Orion Power MidWest GP, Inc., its
                                           general partner


                                      By:  _____________________________________
                                      Name:
                                      Title:

                                      Address:   1111 Louisiana Street
                                                 Houston, TX 77002
                                                 Attn:  Senior Vice President -
                                                        Finance

                                      Telephone: (713) 207-3160

                                      Telecopy:  (713) 207-0988

                                      With a copy to:
                                      Address:   1111 Louisiana Street
                                                 Houston, TX 77002
                                                 Attn:  General Counsel

                                      Telephone: (713) 207-7265

                                      Telecopy:  (713) 393-0140

                                      BANK OF AMERICA, N.A.
                                      not in its individual capacity,
                                      but solely as Administrative Agent

                                      By:_______________________________________
                                      Name:
                                      Title:

                                      Address:   101 North Tryon Street
                                                 NC1-001-08-19
                                                 Attn:  Laura S. Ryan

                                      Telecopy:  (704) 386-3324




                                       19
<PAGE>
                                                                         ANNEX I
                                                                              TO
                                            MEMBERSHIP INTEREST PLEDGE AGREEMENT


                              Membership Interests











                             Partnership Agreements





<PAGE>
                                                                     EXHIBIT J-3
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT



                    AMENDED AND RESTATED PARTNERSHIP INTEREST
                                PLEDGE AGREEMENT

                                     made by

                          ORION POWER MIDWEST LP, INC.

                                       to

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent






                         Dated as of : October 28, 2002
<PAGE>
                                TABLE OF CONTENTS



<TABLE>
<S>                                                                                            <C>
SECTION 1.   Pledge; Assignment; Grant of Security Interest..............................       2

SECTION 2.   Security for Secured Obligations............................................       2

SECTION 3.   Pledgor Remains Liable......................................................       2

SECTION 4.   Delivery of Collateral......................................................       3

SECTION 5.   No Subrogation..............................................................       3

SECTION 6.   Reinstatement...............................................................       3

SECTION 7.   Representations and Warranties..............................................       4

SECTION 8.   Further Assurances..........................................................       6

SECTION 9.   Voting Rights; Distributions, Etc...........................................       6

SECTION 10.  Place of Incorporation; Place of Perfection; Records........................       7

SECTION 11.  As to the Partnership Agreement.............................................       8

SECTION 12.  Covenants...................................................................       8

SECTION 13.  Administrative Agent.......................................................       11

SECTION 14.  Administrative Agent May Perform...........................................       11

SECTION 15.  Duties of the Administrative Agent, Pledgor and the Borrower...............       11

SECTION 16.  Remedies...................................................................       12

SECTION 17.  Application of Proceeds....................................................       13

SECTION 18.  Remedies Cumulative........................................................       14

SECTION 19.  Discontinuance of Proceedings..............................................       14

SECTION 20.  Indemnity and Expenses.....................................................       14

SECTION 21.  Waiver, Amendment; Severability............................................       15

SECTION 22.  Security Interest Absolute.................................................       15
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                                            <C>
SECTION 23.  Addresses for Notices......................................................       16

SECTION 24   Successors and Assigns.....................................................       16

SECTION 25.  Termination; Release.......................................................       16

SECTION 26.  Headings Descriptive, Etc..................................................       17

SECTION 27.  GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE........................       17

SECTION 28.  Execution in Counterparts..................................................       19

SECTION 29.  Limitation of Recourse.....................................................       19

SECTION 30.  Amendment and Restatement..................................................       19
</TABLE>



                                       ii
<PAGE>
                AMENDED AND RESTATED PARTNERSHIP INTEREST PLEDGE
                                   AGREEMENT

            AMENDED AND RESTATED PARTNERSHIP INTEREST PLEDGE AGREEMENT, dated as
of October 28, 2002 (this "Agreement"), made by ORION POWER MIDWEST LP, INC., a
Delaware corporation ("Pledgor"), as the obligor hereunder, to BANK OF AMERICA,
N.A., as administrative agent (in such capacity, together with any successors
and assigns, the "Administrative Agent") for the benefit of the Secured Parties
(as defined in the Credit Agreement referred to below).

                              W I T N E S S E T H:

            WHEREAS, Pledgor is the sole limited partner of Orion Power Midwest,
L.P., a Delaware limited partnership (the "Borrower").

            WHEREAS, the Borrower has entered into an Amended and Restated
Credit Agreement, dated as of the Restructuring Effective Date (as the same may
be amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), with the Administrative Agent, Banc of America Securities LLC and
BNP Paribas, as lead arrangers and joint book runners, Bank of America, N.A., as
issuing bank, BNP Paribas, as syndication agent, The Bank of Nova Scotia, Mizuho
Corporate Bank, Ltd and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as
documentation agents, and the Lenders named on the signature pages thereto and
from time to time parties thereto (the "Lenders") (all capitalized terms used
herein and not otherwise defined herein shall have the meanings attributed to
them in the Credit Agreement and the principles of construction set forth in
Section 1.04 of the Credit Agreement shall apply hereto), pursuant to which the
Lenders have agreed, inter alia, to renew, modify and extend credit facilities
that were issued to the Borrower to finance a portion of the purchase price of
the Portfolio Assets and to provide working capital availability to the
Borrower;

            WHEREAS, the Borrower, Twelvepole Creek, LLC, a Delaware limited
liability company ("Twelvepole"), and the Administrative Agent have entered into
that certain Amended and Restated Deposit Account Agreement, dated as of the
Restructuring Effective Date (as the same may be amended, supplemented or
otherwise modified from time to time, the "Deposit Account Agreement"),
providing for, among other things, the establishment of the Accounts (as defined
in the Credit Agreement) and the application of the proceeds of the Collateral
(as hereinafter defined); and

      WHEREAS, it is a condition precedent to the obligations of the Lenders
under the Credit Agreement that this Agreement shall have been entered into by
the parties hereto and shall be in full force and effect;

      NOW, THEREFORE, in consideration of the foregoing and in order to induce
the Lenders to enter into the Credit Agreement, to make available to the
Borrower such credit
<PAGE>
facilities and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      SECTION 1. Pledge; Assignment; Grant of Security Interest. Pledgor hereby
pledges, hypothecates and assigns to the Administrative Agent, and hereby grants
to the Administrative Agent for the benefit of the Secured Parties, a pledge and
assignment of, and a security interest in, all of its right, title and interest
in and to the following (the "Collateral"):

      (a) All general and limited partnership interests now owned or hereafter
acquired by Pledgor in and to the Borrower (the "Partnership Interests") and the
partnership agreement relating to the Borrower (collectively, the "Partnership
Agreement") and all rights related thereto, including (i) all rights of Pledgor
as a general or limited partner, as the case may be, and all rights to receive
distributions, cash, instruments and other property from time to time receivable
or otherwise distributable in respect of any Partnership Interest or pursuant to
the Partnership Agreement, (ii) all rights of Pledgor to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to the Partnership
Interest or the Partnership Agreement, (iii) all claims of Pledgor for damages
arising out of or for breach of or default under the Partnership Agreement, (iv)
the right of Pledgor to terminate the Partnership Agreement, to perform and
exercise consensual or voting rights thereunder and to compel performance and
otherwise exercise all remedies thereunder, (v) all rights of Pledgor as a
general or limited partner of the Borrower, to any property and assets of the
Borrower (whether real property, inventory, equipment, contract rights,
accounts, receivables, general intangibles, securities, instruments, chattel
paper, documents, chooses in action or otherwise), and (vi) all certificates or
instruments evidencing an ownership or partnership interest in the Borrower or
its assets; and

      (b) to the extent not included in the foregoing, all proceeds of any and
all of the foregoing (including proceeds that constitute property of the types
described above).

      SECTION 2. Security for Secured Obligations. This Agreement secures the
prompt and complete payment and performance of (a) all Obligations of the
Borrower now or hereafter existing under the Financing Documents, (b) all
obligations of Twelvepole under the Subsidiary Guarantee and (c) the due
performance and compliance of all other obligations of the Borrower or
Twelvepole under any of the Financing Documents (collectively, the "Secured
Obligations"). Without limiting the generality of the foregoing, this Agreement
secures the payment of all amounts which constitute part of the Secured
Obligations and would be owed by the Borrower to the Secured Parties but for the
fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving any Credit Party.

      SECTION 3. Pledgor Remains Liable. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable under the Partnership Agreement
and the other contracts and agreements included in the Collateral to the extent
set forth therein to perform all of its duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (b) the exercise by any
Secured Party of any of the rights hereunder shall not release Pledgor from any
of its duties or obligations under the contracts and agreements included in the
Collateral and (c) neither the Administrative Agent nor any Secured Party shall
have any obligation or liability
<PAGE>
under the contracts and agreements included in the Collateral or otherwise by
reason of this Agreement, nor shall the Administrative Agent or any Secured
Party be obligated to perform any of the obligations or duties of Pledgor
thereunder or to take any action to collect or enforce any claim assigned
hereunder.

      SECTION 4. Delivery of Collateral. All certificates or instruments
representing or evidencing the Collateral at any time shall be delivered to and
held by or on behalf of the Administrative Agent pursuant hereto and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
reasonably satisfactory to the Administrative Agent. The Administrative Agent
shall have the right, upon the occurrence and continuance of an Event of
Default, in its discretion and without notice to Pledgor, to transfer to or to
register in the name of the Administrative Agent or any of its nominees any or
all of the Collateral, subject only to compliance with Requirements of Law, the
terms and conditions of the Credit Agreement and the Intercreditor Agreement and
the revocable rights specified in Section 9(a). In addition, the Administrative
Agent shall have the right at any time to exchange certificates or instruments
representing or evidencing Collateral for certificates or instruments of smaller
or larger denominations.

      SECTION 5. No Subrogation. Pledgor shall not exercise any rights which it
may acquire by way of subrogation under this Agreement, by any payments made
hereunder or otherwise, until all Secured Obligations shall have been
indefeasibly paid in full in cash and all Commitments have been terminated. If
any amount shall be paid to Pledgor on account of such subrogation rights at any
time when all Secured Obligations shall not have been indefeasibly paid in full
in cash (whether pursuant to a claim in any bankruptcy or similar proceeding or
otherwise) or when any Commitment shall remain outstanding, such amount shall be
held in trust for the benefit of the Administrative Agent and the Secured
Parties and shall forthwith be paid to the Administrative Agent to be credited
and applied to the Secured Obligations, whether matured or unmatured, in
accordance with Section 17.

      SECTION 6. Reinstatement. This Agreement shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Secured Obligations is rescinded or must otherwise be
restored or returned by any Secured Party upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Pledgor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, Pledgor or any substantial part of its property, or
otherwise, all as though such payments had not been made.

      SECTION 7. Representations and Warranties. Pledgor represents and warrants
as follows:

        (a) Pledgor (i) is duly formed, validly existing and in good standing
under the laws of the State of Delaware, (ii) has all requisite power and
authority to own its property and assets, to borrow money and to transact the
business in which it is presently engaged and in which it proposes to be
engaged, (iii) has duly qualified and is authorized to do business and is in
good standing in every jurisdiction where the character of its properties or the
nature of its activities
<PAGE>
makes such qualification necessary except where the failure to be so qualified
could not reasonably be expected to have a material adverse effect on any
Portfolio Asset and (iv) is in full compliance with its Governing Documents, all
material Contractual Obligations, all applicable material Requirements of Law
and all material Governmental Approvals, except in each case of this clause (iv)
to the extent that the failure to comply with any of the foregoing could not
reasonably be expected to have a Material Adverse Effect. As of the date hereof,
(x) Pledgor is the sole Limited Partner of the Borrower; and (y) Twelvepole is
the only Subsidiary of the Borrower.

      (b) The execution, delivery and performance by Pledgor of this Agreement
and the consummation of the transactions contemplated hereby (i) are within its
powers, (ii) have been duly authorized by all necessary corporate action, (iii)
do not and will not contravene (A) its Governing Documents or (B) any material
Requirement of Law, any material Contractual Obligation or any material
Governmental Approval binding on or affecting it and (iv) do not and will not
conflict with or be inconsistent with or result in any breach of any of the
material terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien (except Permitted Liens) upon any of its properties or
assets pursuant to, the terms of any material Contractual Obligation binding on
or affecting it.

      (c) Pledgor has duly executed and delivered this Agreement and this
Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity.

      (d) No approval of any Person other than a Governmental Authority (except
such as have been duly obtained, made or given, and are in full force and
effect) is required to authorize, or is required in connection with (i) the
execution, delivery or performance of this Agreement by Pledgor or the
consummation of any of the transactions contemplated hereby, (ii) the legality,
validity, binding effect or enforceability of this Agreement or the perfection
and maintenance of the security interest created hereby (including the first
priority nature of such security interest) or (iii) for the exercise by the
Administrative Agent of the voting or other rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement, except, in each case, for any approval of any such Person the absence
of which could not reasonably be expected to have a material adverse effect on
the ability of the Administrative Agent to exercise voting rights or remedies in
respect of the Collateral.

      (e) The Partnership Agreement, a true and complete copy of which has been
furnished to the Administrative Agent, has been duly authorized, executed and
delivered by Pledgor and is in full force and effect and is binding upon and
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity. There exists no default
under the Partnership Agreement.
<PAGE>
      (f) This Agreement creates a valid security interest in the Collateral
purported to be pledged and assigned by Pledgor hereunder securing the payment
of the Secured Obligations.

      (g) Upon the filing of the financing statements (the "Financing
Statements") referenced in Schedule I hereof under the Uniform Commercial Code
as in effect in the State of Delaware (the "Delaware UCC"), the security
interest created hereby shall be perfected under the Delaware UCC, to the extent
that the Collateral constitutes "general intangibles" (as defined in the
Delaware UCC) and no further filings or other actions are necessary to perfect
such security interest. Upon filing of such Financing Statements pursuant to the
Delaware UCC, such security interests, as so perfected, are first priority
security interests.

      (h) When any certificates or instruments evidencing the Collateral shall
be delivered hereunder and endorsed to, or registered in favor of, the
Administrative Agent in accordance with Section 8-106 of the Uniform Commercial
Code as in effect in the State of New York (the "NY UCC") or the State of North
Carolina (the "NC UCC"), and for so long as such certificates or instruments
shall remain in the possession of the Administrative Agent in the State of New
York or the State of North Carolina, the security interest in such Collateral
created hereby shall be perfected under the NY UCC or the NC UCC, as applicable,
and such security interest, as so perfected, will be a first priority security
interest.

      (i) The security interest created by this Agreement in the Collateral
described in clause (a) of Section 1 hereof has been registered in the name of
the Administrative Agent in the register maintained for such purpose at the
chief executive office and principal place of business of the Borrower and each
Operating Company, as applicable, and, to the extent that such Collateral
constitutes "uncertificated securities" (as defined in the Delaware UCC), such
security interest is perfected under the Delaware UCC and, as so perfected, is a
first priority security interest.

      (j) The chief place of business and chief executive office of Pledgor and
the office where Pledgor keeps its records concerning the Collateral is set
forth under its name on the signature page hereof.

      (k) Pledgor is the legal and beneficial owner of the Collateral purported
to be pledged and assigned by it hereunder, free and clear of any Lien, other
than Permitted Liens. No effective financing statement or other instrument
similar in effect covering all or any part of such Collateral has been executed
or authorized by Pledgor or, is on file in any recording office, except such as
may have been filed in favor of (i) the Administrative Agent relating to this
Agreement or (ii) the OPMW Administrative Agent relating to the OPMW Credit
Agreement. Pledgor has no trade name.

      (l) There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.

      (m) No part of the Collateral is subject to the terms of any agreement
restricting the sale or transfer of such Collateral, except for the Partnership
Agreement and the Financing Documents.
<PAGE>
      (n) Except as set forth in Schedule 4.05 of the Credit Agreement, there is
no (i) injunction, writ, preliminary restraining order or order of any nature
issued by an arbitrator, court or other Governmental Authority against Pledgor
in connection with the transactions provided for herein, or (ii) action, suit,
arbitration, litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority pending against Pledgor or, to Pledgor's knowledge,
threatened against Pledgor which would reasonably be expected to materially
adversely affect the right or ability of Pledgor to fulfill its obligations
under this Agreement.

      (o) Pledgor has, independently and without reliance upon the
Administrative Agent and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.

      SECTION 8. Further Assurances. (a) Pledgor agrees that from time to time,
at the expense of Pledgor, Pledgor will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary,
or that the Administrative Agent may reasonably request, in order to perfect and
protect the pledge, assignment, hypothecation and security interest granted or
purported to be granted hereby or to enable the Administrative Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, Pledgor will (i) execute and
file such financing or continuation statements, or amendments thereto, and such
other instruments or notices, as may be necessary, or as the Administrative
Agent may reasonably request, in order to perfect and preserve the assignment,
hypothecation and security interest granted or purported to be granted hereby;
and (ii) mark conspicuously, at the request of the Administrative Agent, each of
its records pertaining to the Collateral with a legend, in form and substance
reasonably satisfactory to the Administrative Agent, indicating that the
Partnership Agreement and such chattel paper have been assigned and are subject
to the security interest pursuant hereto.

      (b) Pledgor hereby further authorizes the Administrative Agent to file one
or more financing or continuation statements, and amendments thereto, relative
to all or any part of the Collateral without the signature of Pledgor where
permitted by law. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

      SECTION 9. Voting Rights; Distributions, Etc. (a) So long as any
Obligations are outstanding, Pledgor shall not be entitled to any payments or
distributions (whether cash or non-cash) pursuant to the Partnership Agreement,
except payments or distributions from the Borrower that are directly distributed
from Pledgor to Holdco in accordance with the Holdco Deposit Account Agreement.
So long as no Event of Default shall have occurred and be continuing, but
subject, nevertheless, at all times to the restrictions imposed by the terms and
conditions of the Credit Agreement, Pledgor shall be entitled to exercise any
and all management, voting and other partnership rights pertaining to any
Collateral (including but not limited to any partnership interest or the
Partnership Agreement) and the Borrower Entities for any purpose not
inconsistent with the terms of this Agreement or any other Financing Document;
provided, however, that Pledgor shall exercise, or refrain from exercising, any
such right if such action or inaction would
<PAGE>
have a material adverse effect on the attachment, perfection, creation or
priority of the security interest in the Collateral or any part thereof as
herein granted.

      (b) If Pledgor receives any distributions in respect of the Collateral
purported to be pledged and assigned by it hereunder, such distributions shall
be promptly delivered to the Collateral Agent to deposit in the Holdco Accounts
pursuant to the Holdco Deposit Account Agreement, or, if such distributions are
in connection with a partial or total liquidation or are non-cash distributions,
to the Administrative Agent to hold as Collateral and shall, if received by
Pledgor, be received in trust for the benefit of the Administrative Agent, be
segregated from the other property or funds of Pledgor and be forthwith
delivered to the Administrative Agent as Collateral in the same form as so
received (with any necessary endorsement or assignment).

      (c) Upon the occurrence and during the continuance of an Event of Default:

                  (i) Immediately upon Pledgor's receipt of written notice from
      the Administrative Agent that the Administrative Agent intends to act
      pursuant to this clause (c)(i), all rights of Pledgor to exercise or
      refrain from exercising the voting and other consensual rights which it
      would otherwise be entitled to exercise shall thereupon become exercisable
      by the Administrative Agent, acting in good faith, who shall have the sole
      right to exercise or refrain from exercising such voting and other
      consensual rights unless and until such Event of Default ceases to exist.

                  (ii) All rights of Pledgor to receive the distributions, if
      any, which it would otherwise be authorized to receive and retain,
      pursuant to Section 9(a) and (b), above, shall become exercisable by the
      Administrative Agent who shall thereupon have the sole right to receive
      and hold as Collateral such distributions unless and until such Event of
      Default ceases to exist.

                  (iii) All distributions which are received by Pledgor contrary
      to the provisions of clause (ii), above, shall be received in trust for
      the benefit of the Administrative Agent, shall be segregated from other
      funds of Pledgor and shall be forthwith paid over to the Administrative
      Agent as Collateral in the same form as so received (with any necessary
      endorsement) for application pursuant to Section 17.

      SECTION 10. Place of Incorporation; Place of Perfection; Records. Pledgor
is incorporated in the State of Delaware, and Pledgor's exact legal name is
Orion Power Midwest LP, Inc. Pledgor will not change its jurisdiction of
incorporation or its name without having given Administrative Agent not less
than 30 days' prior written notice of its intention to do so, clearly describing
to the Administrative Agent such new jurisdiction or name and providing such
other information and taking any action in connection therewith as the
Administrative Agent may reasonably request. Pledgor shall keep its place of
business and chief executive office and the office where it keeps its records
concerning the Collateral, and original copies of the Partnership Agreement and
of all other chattel paper which evidence the Collateral, at its address
specified on the signature pages hereof; or, upon 30 days' prior written notice
to the Administrative Agent, at such other location in a jurisdiction where all
action required by Section 8 shall have been taken with respect to the
Collateral. Pledgor will hold and preserve such records and will permit
<PAGE>
representatives of the Administrative Agent at any time, upon reasonable prior
notice, during normal business hours to inspect and make abstracts from such
records.

      SECTION 11. As to the Partnership Agreement. (a) Pledgor shall at its
expense perform and observe all the terms and provisions to be performed or
observed by it under the Partnership Agreement, maintain the Partnership
Agreement in full force and effect, enforce the Partnership Agreement in
accordance with its terms, and take all such action to such end as may be from
time to time reasonably requested by the Administrative Agent.

      (b)   Pledgor shall not:

            (i) sell, assign (by operation of law or otherwise) or otherwise
            dispose of any of the Collateral, or create or suffer to exist any
            Lien upon or with respect to any of the Collateral, except for the
            pledge, assignment, hypothecation and security interest created by
            this Agreement and Permitted Liens;

            (ii) cancel or terminate the Partnership Agreement or consent to or
            accept any cancellation or termination thereof;

            (iii) amend or otherwise modify in a material respect the
            Partnership Agreement; or

            (iv) waive any material default under or material breach of the
            Partnership Agreement.

      SECTION 12. Covenants. Pledgor covenants and agrees that so long as any
Lender shall have any Commitment outstanding and until the Notes, together with
interest, and all other Secured Obligations are indefeasibly paid in full in
cash, unless the Administrative Agent shall otherwise consent in writing,
Pledgor:

      (a) Maintenance of Register. Will cause the Borrower to maintain at all
times a register at its chief place of business and chief executive office in
which the security interest in the Collateral granted hereby to the
Administrative Agent, to the extent that the same constitutes "uncertificated
securities" (as defined in the Delaware UCC), shall be evidenced.

      (b) Preservation of Existence, Etc. Will preserve and maintain, and will
cause the Borrower to preserve and maintain, its lawful existence, rights
(charter and statutory), and franchises in accordance with the Transaction
Documents except as provided in Section 7 of the LP Guarantee.

      (c) Compliance with Law. Will comply with all Requirements of Law and
Governmental Approvals applicable to it, except when any such Requirement of Law
or Governmental Approval is being contested in good faith and by appropriate
proceedings and for which Acceptable Reserves have been established, or except
where the failure to so comply could not reasonably be expected to have a
material adverse effect on any Portfolio Asset.
<PAGE>
      (d) Nature of Business. Will not change its legal form or Governing
Documents (other than to (i) convert its corporate status to a limited liability
company in accordance with Section 7 of the LP Guarantee, (ii) change its name,
(iii) add, replace or eliminate offices and/or officers, and/or (iv) replace any
director, or add to or reduce the number of directors comprising the board so
long as such addition, replacement or reduction does not eliminate the
independent director or modify the nature of the independent director's powers
in any way), change its fiscal year or engage in any business other than being a
general partner of the Borrower Entities.

      (e) Jurisdiction of Organization. Will cause the Borrower at all times to
be a limited partnership organized under the laws of the State of Delaware.

      (f) Bankruptcy. Will not file a voluntary petition or otherwise initiate
proceedings to have the Borrower adjudicated bankrupt or insolvent, or consent
to the institution of bankruptcy or insolvency proceedings against the Borrower,
or file a petition seeking or consenting to reorganization or relief of the
Borrower as debtor under any applicable federal or state law relating to
bankruptcy, insolvency, or other relief for debtors with respect to the
Borrower; or seek or consent to the appointment of any trustee, receiver,
conservator, assignee, sequestrator, custodian, liquidator (or other similar
official) of the Borrower or of all or any substantial part of the properties
and assets of the Borrower, or make any general assignment for the benefit of
creditors of the Borrower, or admit in writing the inability of the Borrower to
pay its debts generally as they become due or declare or effect a moratorium on
the debt of the Borrower or take any action in furtherance of any or the
foregoing;

      (g) Taxes. Will cause to be paid or discharged (whether it or any of its
Affiliates, or otherwise) all taxes, assessments and governmental charges or
levies lawfully imposed upon it, the Borrower or upon any of their respective
income or profits or upon any of the Portfolio Assets or the Collateral and all
lawful claims or obligations that, if unpaid, would become a Lien upon the
Collateral (as defined in the Credit Agreement), whether real or personal, the
Collateral (as defined in this Agreement) or upon any part thereof. Pledgor or
the Borrower shall have the right, however, to contest in good faith the
validity or amount of any such tax, assessment, charge, levy, claim or
obligation by proper proceedings, and may permit the taxes, assessments,
charges, levies, claims or obligations so contested to remain unpaid during the
period of such contest if: (a) Pledgor or the Borrower diligently prosecutes
such contest in good faith and by appropriate proceedings and for which
Acceptable Reserves have been established; (b) during the period of such
contest, the enforcement of any contested item is effectively stayed; and (c)
the failure to pay or comply with the contested item could not reasonably be
expected to result in a material adverse effect on the Collateral.

      (h) Operations Matters. In the conduct of its business and operations,
Pledgor shall, and shall cause the Borrower to:

            (i) maintain books and records, separate from those of any other
      Person;
<PAGE>
            (ii) except as may be expressly contemplated or required by the
      Deposit Account Agreement, maintain its bank accounts and all its other
      assets separate from those of any other Person;

            (iii) hold regular member, shareholder or partnership meetings, as
      appropriate, to conduct its business, and observe all other limited
      liability company, corporate, or partnership formalities, as the case may
      be;

            (iv) hold itself out to creditors and the public as a legal entity
      separate and distinct from any other Person;

            (v) prepare separate financial statements, or if part of a
      consolidated or combined group, then it shall be shown as a separate
      member of such group, including in a footnote(s) to the relevant financial
      statements disclosing its separate existence and identity and the
      existence of its own assets;

            (vi) allocate and charge fairly and reasonably any common employee
      or overhead shared with Affiliates except as otherwise permitted under the
      Financing Documents;

            (vii) transact all business with Affiliates on an arm's-length basis
      and to enter into transactions with Affiliates on an arm's-length basis;

            (viii) conduct business in its own name;

            (ix) with regard to the Borrower, maintain a sufficient number of
      employees in light of the Borrower's contemplated business operations;

            (x) correct any misunderstanding regarding its separate identity of
      which Pledgor has actual knowledge;

            (xi) not identify itself in writing as a division of any other
      Person; and

            (xii) maintain adequate capital in light of its contemplated
      business operations.

      (i) Assets. Will not own or acquire any asset other than the Collateral
and Distributions permitted by the Financing Documents and other assets having
an aggregate value in excess of $50,000.

      (j) Indebtedness. Will not incur Indebtedness other than Permitted
Indebtedness (in its capacity as the limited partner of the Borrower).

      SECTION 13. Administrative Agent. Bank of America, N.A. has been appointed
by the Secured Parties to act as the Administrative Agent hereunder. Pledgor
hereby appoints the Administrative Agent as Pledgor's attorney-in-fact, with
full authority in the place and stead of Pledgor and in the name of Pledgor or
otherwise, from time to time in the Administrative Agent's
<PAGE>
discretion at any time that an Event of Default shall have occurred and be
continuing, to take any action and to execute any instrument which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, including to ask, demand, collect, sue for, recover,
compound, receive and give acceptance and receipts for moneys due and to become
due under or in connection with the Collateral, to receive, indorse, and collect
any drafts or other instruments, documents and chattel paper in connection
therewith, to file any claims or take any action or institute any proceedings
which the Administrative Agent may deem to be necessary or desirable for the
collection thereof or to enforce compliance with the terms and conditions of any
Partnership Agreement, and to sell assign, lease or otherwise dispose of the
Collateral or any part thereof pursuant to this Agreement. Such appointment is
coupled with an interest and is irrevocable.

      SECTION 14. Administrative Agent May Perform. If Pledgor fails to perform
any agreement contained herein, the Administrative Agent may itself perform, or
cause performance of, such agreement, and the expenses of the Administrative
Agent incurred in connection therewith shall be payable by Pledgor under Section
20(b).

      SECTION 15. Duties of the Administrative Agent, Pledgor and the Borrower.
(a) The powers conferred on the Administrative Agent hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or as to the taking
of any necessary steps to preserve rights against prior parties or any other
rights pertaining to any Collateral and no such duties shall be implied as
arising hereunder.

      (b) It is expressly agreed, anything herein contained to the contrary
notwithstanding, that Pledgor and the Borrower shall remain liable to perform
all of their respective obligations, if any, assumed by them with respect to the
Collateral and the Administrative Agent and the Lenders shall have no
obligations or liabilities with respect to any Collateral (other than
obligations or liabilities resulting from the Administrative Agent's or any
Lender's gross negligence or willful misconduct) by reason of or arising out of
or in connection with this Agreement, nor shall the Administrative Agent or the
Lenders be required or obligated in any manner to perform or fulfill any of the
obligations of Pledgor or the Borrower under or with respect to any Collateral.

      SECTION 16. Remedies. If any Event of Default shall have occurred and be
continuing, subject to the terms of Section 9 and compliance with Requirements
of Law:

      (a) The Administrative Agent may exercise any and all rights and remedies
of Pledgor under or in connection with the Partnership Agreement, the
Partnership Interests or otherwise in respect of the Collateral, including any
and all rights of Pledgor to demand or otherwise require payment of any amount
under, or performance of any provision of, the Partnership Agreement and all
rights of Pledgor to control the operation of the Borrower.
<PAGE>
      (b) All payments received by Pledgor under or in connection with the
Partnership Agreement, the Partnership Interests, or otherwise in respect of the
Collateral shall be received in trust for the benefit of the Administrative
Agent, shall be segregated from other funds of Pledgor and shall be forthwith
paid over to the Administrative Agent in the same form as so received (with any
necessary endorsement).

      (c) Any Collateral repossessed by the Administrative Agent under or
pursuant to this Section 16 or any other provision hereof, and any other
Collateral whether or not so repossessed by the Administrative Agent, may be
sold, assigned, leased or otherwise disposed of under one or more contracts or
as an entirety, and without the necessity of gathering at the place of sale the
property to be sold, and in general in such manner, at such time or times, at
such place or places and on such terms as the Administrative Agent may, upon
written direction in compliance with any mandatory requirements of any
Requirement of Law, determine to be commercially reasonable. Any such
disposition which shall be a private sale or other private proceeding permitted
by such requirements shall be made upon not less than 10 days' written notice to
Pledgor (except that, if the Administrative Agent shall determine, in its sole
discretion, that any of the Collateral threatens to decline quickly in value or
to become worthless, any such sale may be made upon three days' notice to
Pledgor) specifying the time at which such disposition is to be made and the
intended sale price or other consideration therefor, and shall be subject, for
the 10 days after the giving of such notice, to the right of Pledgor or any
nominee of Pledgor to acquire the Collateral involved at a price or for such
other consideration at least equal to the intended sale price or other
consideration so specified. To the extent permitted by Requirements of Law, the
Administrative Agent on behalf of the Lenders may bid for and become the
purchaser of the Collateral or any item thereof, offered for sale in accordance
with this Section 16. If, under mandatory requirements of any Requirement of
Law, the Administrative Agent shall be required to make disposition of the
Collateral within a period of time which does not permit the giving of notice to
Pledgor as hereinabove specified, the Administrative Agent need give Pledgor
only such notice of disposition as shall be reasonably practicable in view of
such mandatory requirements of any Requirement of Law.

      (d) The Administrative Agent, in addition to any rights now or hereafter
existing under any applicable Requirement of Law, shall have all rights as a
secured creditor under the Uniform Commercial Code or any other applicable
Requirement of Law in all relevant jurisdictions.
<PAGE>
      (e) Waiver of Claims. Except as otherwise provided in this Agreement,
PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE ADMINISTRATIVE AGENT
TAKING POSSESSION OR THE ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE
COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW,
INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR
REMEDIES AND ANY SUCH RIGHT WHICH PLEDGOR WOULD OTHERWISE HAVE UNDER THE
CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF
ANY SUCH JURISDICTION, and Pledgor hereby further waives:

            (i) all damages occasioned by such taking of possession except any
      damages which are the direct result of the gross negligence or willful
      misconduct of either of the Administrative Agent or any Person acting on
      its behalf or instruction;

            (ii) all other requirements as to the time, place and terms of sale
      or other requirements with respect to the enforcement of the
      Administrative Agent's rights hereunder; and

            (iii) all rights of redemption, appraisement, valuation, stay,
      extension or moratorium now or hereafter in force under any Requirements
      of Law in order to prevent or delay the enforcement of this Agreement
      (including any right to claim that such enforcement should be stayed
      pending the outcome of any other action or proceeding (including any
      arbitration proceeding)) or the absolute sale of the Collateral or any
      portion thereof, and Pledgor, for itself and all who may claim under it,
      insofar as it or they now or hereafter lawfully may, hereby waives the
      benefit of all such Requirements of Law.

      Any sale of, or the grant of options to purchase, or any other realization
upon, any Collateral shall, to the extent permitted by Requirements of Law,
operate to divest all right, title, interest, claim and demand, either at law or
in equity, of Pledgor therein and thereto, and shall be a perpetual bar both at
law and in equity against Pledgor and against any and all Persons claiming or
attempting to claim the Collateral so sold, optioned or realized upon, or any
part thereof, from, through and under Pledgor.

      SECTION 17. Application of Proceeds. Notwithstanding any other provision
of this Agreement, all payments made under or in connection with this Agreement,
and all moneys collected by the Administrative Agent upon any sale or other
disposition of the Collateral pursuant to Section 16, together with all other
moneys received by the Administrative Agent hereunder, shall be applied in
accordance with the Financing Documents, including that any proceeds of
Collateral which remains after payment in full of cash of the Obligations will
be paid to the Collateral Agent for the benefit of the OPMW Secured Parties to
be applied pursuant to the Intercreditor Agreement and the OPMW Second Lien
Documents, and such proceeds shall constitute proceeds under the OPMW Second
Lien Documents. For the avoidance of doubt, it is understood that Pledgor shall
remain liable to the extent of any deficiency between the amount of
<PAGE>
all moneys collected by the Administrative Agent upon any such sale or other
disposition of the Collateral and the aggregate amount of the Secured
Obligations.

      SECTION 18. Remedies Cumulative. No failure or delay on the part of the
Administrative Agent or any Secured Party in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between Pledgor and the Administrative Agent or any Secured Party shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Financing Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Financing Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent or any Secured Party would otherwise have. No notice to or
demand on Pledgor in any case shall entitle Pledgor to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Administrative Agent or any Secured Party to any other or further
action in any circumstances without notice or demand.

      SECTION 19. Discontinuance of Proceedings. In case the Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Administrative Agent, then and in every such case
Pledgor, the Administrative Agent and each holder of any of the Secured
Obligations shall be restored to their former positions and rights hereunder
with respect to the Collateral subject to the security interest created under
this Agreement, and all rights, remedies and powers of the Administrative Agent
shall continue as if no such proceeding had been instituted.

      SECTION 20. Indemnity and Expenses. (a) Pledgor agrees to indemnify and
hold harmless the Administrative Agent and each Secured Party from and against
any and all claims, losses and liabilities arising out of or resulting from the
Collateral or Pledgor's pledge and assignment under this Agreement (including
enforcement against Pledgor of this Agreement), except claims, losses or
liabilities resulting from the Administrative Agent's or any Secured Party's
gross negligence or willful misconduct.

      (b) Pledgor will upon demand pay to the Administrative Agent or any
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the Administrative Agent or any Secured Party may incur in connection with (i)
the administration of this Agreement, (ii) the sale of, collection from, or
other realization upon, any of the Collateral of Pledgor, (iii) the exercise or
enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the Administrative Agent or any Secured Party hereunder
against Pledgor or (iv) the failure by Pledgor to perform or observe any of the
provisions hereof.
<PAGE>
      SECTION 21. Waiver, Amendment; Severability. No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations or of such provision or obligation in
any other jurisdiction shall not in any way be affected or impaired thereby.

      SECTION 22. Security Interest Absolute. The obligations of Pledgor under
this Agreement are independent of the Secured Obligations, and a separate action
or actions may be brought and prosecuted against Pledgor to enforce this
Agreement, irrespective of whether any action is brought against the Borrower,
any other pledgor or any guarantor of the Secured Obligations or whether the
Borrower, any other pledgor or any guarantor of the Secured Obligations is
joined in any such action or actions. All rights of the Administrative Agent and
the assignment, hypothecation and security interest hereunder, and all
obligations of Pledgor hereunder, shall be absolute and unconditional, to the
extent permitted by applicable Requirements of Law, irrespective of:

            (a) any lack of validity or enforceability of this Agreement, the
Credit Agreement, any other Financing Document or any other agreement or
instrument relating to any thereof, the absence of any action to enforce the
same, any release of Pledgor or any other Credit Party, the recovery of any
judgment against Pledgor or any other Credit Party, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of Pledgor;

            (b) any occurrence or condition whatsoever, including (i) any
compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations of Pledgor or any
other Credit Party contained in this Agreement, the Credit Agreement or any
other Financing Document, (ii) any impairment, modification, release or
limitation of the liability of Pledgor or any other Credit Party or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable bankruptcy
law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by Pledgor, the Administrative Agent or any other Secured
Party of any rights or remedies, (iv) the assignment or the purported assignment
of any property as security for the Secured Obligations, including all or any
part of the rights of Pledgor under this Agreement, (v) the extension of the
time for payment by Pledgor or any other Credit Party or any other guarantor of
any payments or other sums or any part thereof owing or payable under any of the
terms and provisions of any Financing Document or of the time for performance by
Pledgor or any other Credit Party of any other obligations under or arising out
of any terms or provisions or the extension of the renewal of any thereof, (vi)
the modification or amendment (whether material or otherwise) of any duty,
agreement or obligation of Pledgor or any other Credit Party set forth in any
Financing Document, (vii) the voluntary or
<PAGE>
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshalling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting Pledgor or any other Credit Party or any of their
respective assets, or the disaffirmancy of this Agreement or any Financing
Document in any such proceeding, (viii) the release or discharge of Pledgor or
any other Credit Party from the performance or observance of any agreement,
covenant, term or condition contained in any of such instruments by operation of
law, (ix) the unenforceability of this Agreement or any Financing Document or
(x) any other circumstance which might otherwise constitute a legal or equitable
discharge of a surety or guarantor; or

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

      SECTION 23. Addresses for Notices. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement, and shall be given to such party at its address or telecopy
number set forth on the signature page hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.

      SECTION 24. Successors and Assigns. This Agreement shall create a
continuing pledge, assignment of, hypothecation of and security interest in the
Collateral and shall (i) remain in full force and effect until no Lender shall
have any Commitment outstanding and until the Notes, together with interest, and
all other Secured Obligations are indefeasibly paid in full in cash, (ii) be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto and shall inure to the benefit of
the Lenders; provided, however, that except for the conversion from corporate
status to a limited liability company in accordance with Section 7 of the LP
Guarantee, Pledgor may not assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent and each
of the Lenders. Any Lender may transfer, assign or grant all or such relevant
part of its rights hereunder in connection with an assignment or transfer of all
or any part of its interest in its Loans in accordance with the provisions of
the Credit Agreement, and such assignee shall thereupon become vested with all
the benefits in respect thereof granted to such Lender herein or otherwise. All
agreements, statements, representations and warranties made by Pledgor herein or
in any certificate or other instrument delivered by Pledgor or on its behalf
under this Agreement shall be considered to have been relied upon by the Lenders
and shall survive the execution and delivery of this Agreement, the Credit
Agreement and the other Financing Documents regardless of any investigation made
by the Lenders or on their behalf.

      SECTION 25. Termination; Release. This Agreement shall create a continuing
pledge, assignment of hypothecation of and security interest in the Collateral
and shall remain in full force and effect until no Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other Secured Obligations are indefeasibly paid in full
<PAGE>
in cash. This Agreement shall terminate when all Secured Obligations have been
indefeasibly paid in full in cash and all Commitments have been terminated, and
the Administrative Agent, at the written request and expense of Pledgor, will
promptly authorize, execute and deliver, as applicable, to Pledgor the proper
instruments (which may include Uniform Commercial Code termination statements on
form UCC-3) acknowledging the termination of this Agreement, and will promptly
duly assign, transfer and deliver (without recourse and without any
representation or warranty) free from any interest of the Administrative Agent
or Lien granted hereunder such of the Collateral as may be in possession of the
Administrative Agent, in accordance with the Intercreditor Agreement or, if the
OPMW Second Lien Documents shall have terminated pursuant to the terms thereof,
to Pledgor, and has not theretofore been sold or otherwise applied or released
pursuant to this Agreement together with such notices to third parties as may be
necessary to countermand any notices previously sent to them pursuant hereto.

      SECTION 26. Headings Descriptive, Etc. The headings of the several
sections and subsections of this Agreement, and the Table of Contents are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

      SECTION 27. GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN
OR IN THE CREDIT AGREEMENT, TERMS USED IN ARTICLE 9 OF THE NY UCC ARE USED
HEREIN AS THEREIN DEFINED. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN PLEDGOR AND EACH
SECURED PARTY IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF
LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

      (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, PLEDGOR AND EACH SECURED
PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT PLEDGOR AND EACH SECURED
PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. PLEDGOR WAIVES IN ALL DISPUTES ANY
OBJECTION THAT IT
<PAGE>
MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS.

      (c) PLEDGOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST PLEDGOR OR
ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD FAITH TO
ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. PLEDGOR WAIVES ANY
OJBECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY SECURED
PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS.

      (d) PLEDGOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      (e) PLEDGOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED AGENTS,
INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW YORK, NEW
YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF PLEDGOR TO RECEIVE FOR AND ON
BEHALF OF PLEDGOR SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENTS
RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH
AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO PLEDGOR AT ITS ADDRESS SET FORTH IN
ACCORDANCE WITH SECTION 23. PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO PLEDGOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE
DATE OF RECEIPT THEREOF.

      (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT (I) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW (II) OR
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION, IN EITHER CASE, SOLELY AS PERMITTED IN SUBSECTION (C) OF THIS
SECTION 27.
<PAGE>
      SECTION 28. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

      SECTION 29. Limitation of Recourse. The obligations of Pledgor hereunder
are obligations solely of Pledgor and shall not constitute a debt or obligation
of any direct or indirect member, partner or shareholder of Pledgor or any of
their respective directors, officers, agents or employees (each such Person, a
"Non-Recourse Party"). No Non-Recourse Party shall be liable for any amount
payable by Pledgor under this Agreement and the Secured Parties shall not seek a
money judgment or deficiency or personal judgment against any Non-Recourse Party
for payment of the indebtedness payable by Pledgor evidenced by this Agreement.
No property or assets of any Non-Recourse Party, other than as contemplated in
the Financing Documents, shall be sold, levied upon or otherwise used to satisfy
any judgment rendered in connection with any action brought against Pledgor with
respect to this Agreement or the other Financing Documents. The foregoing
acknowledgments, agreements and waivers shall be enforceable by any Non-Recourse
Party. Notwithstanding the foregoing, nothing in this Section shall limit or
affect or be construed to limit or affect the obligations and liabilities of any
Credit Party or any other Non-Recourse Party (a) in accordance with the terms of
any Transaction Document or Financing Document creating such liabilities and
obligations to which such Credit Party or Non-Recourse Party is a party, (b)
arising from liability pursuant to any applicable Requirement of Law for such
Credit Party's or such Non-Recourse Party's fraudulent actions, knowing
misrepresentations or willful misconduct or (c) with respect to amounts
distributed to it in violation of Section 6.10 of the Credit Agreement.

      SECTION 30. Amendment and Restatement. This Agreement is an amendment and
restatement of the Partnership Interest Pledge Agreement, dated as of April 28,
2000 (the "Original Agreement") made by Pledgor to the Administrative Agent. It
is the intention of Pledgor and the Administrative Agent that this Agreement
amend, restate, extend and renew the terms and conditions of the Original
Agreement and the liens and security interests created thereby, and is not
intended to be a novation or discharge of the obligations of Pledgor thereunder
or the liens and security interests created thereby. The liens and security
interests of the Original Agreement are hereby ratified, confirmed, renewed,
extended, and brought forward in full force and effect as security for the
Obligations.

                  [Remainder of page intentionally left blank]
<PAGE>
            IN WITNESS WHEREOF, each party hereto has caused this Agreement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

                                     ORION POWER MIDWEST LP, INC.


                                     By: _______________________________________
                                         Name: _________________________________
                                         Title: ________________________________

                                     Address:   1111 Louisiana Street
                                                Houston, TX 77002
                                                Attn: Senior Vice President -
                                                Finance

                                     Telephone: (713) 207-3160
                                     Telecopy:  (713) 207-0988

                                     With a copy to:
                                     Address:   1111 Louisiana Street
                                                Houston, TX 77002
                                                Attn: General Counsel

                                     Telephone: (713) 207-7265
                                     Telecopy:  (713) 393-0140


                                     BANK OF AMERICA, N.A.
                                     not in its individual capacity,
                                     but solely as Administrative Agent

                                     By: _______________________________________
                                         Name: _________________________________
                                         Title: ________________________________

                                     Address:   101 North Tryon Street
                                                NC1-001-08-10
                                                Charlotte, NC  28255
                                                Attn:  Laura S. Ryan

                                     Telecopy:  (704) 386-3324
<PAGE>
                                                                         ANNEX I
                                                                              TO
                                           PARTNERSHIP INTEREST PLEDGE AGREEMENT


                              Partnership Interests











                             Partnership Agreements
<PAGE>
                                                                     EXHIBIT J-4
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT







                        SECOND LIEN PARTNERSHIP INTEREST
                                PLEDGE AGREEMENT

                                     made by

                           ORION POWER NEW YORK, L.P.

                                       to

                             BANK OF AMERICA, N.A.,
                          as OPMW Administrative Agent





                          Dated as of: October 28, 2002
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>           <C>                                                            <C>
SECTION 1.    PLEDGE; ASSIGNMENT; GRANT OF SECURITY INTEREST..............    2

SECTION 2.    SECURITY FOR SECURED OBLIGATIONS............................    3

SECTION 3.    PLEDGOR REMAINS LIABLE......................................    3

SECTION 4.    DELIVERY OF COLLATERAL......................................    3

SECTION 5.    NO SUBROGATION..............................................    3

SECTION 6.    REINSTATEMENT...............................................    4

SECTION 7.    REPRESENTATIONS AND WARRANTIES..............................    4

SECTION 8.    FURTHER ASSURANCES..........................................    7

SECTION 9.    VOTING RIGHTS; DISTRIBUTIONS, ETC...........................    7

SECTION 10.   PLACE OF ORGANIZATION; PLACE OF PERFECTION; RECORDS.........    8

SECTION 11.   AS TO THE PARTNERSHIP AGREEMENTS............................    9

SECTION 12.   COVENANTS...................................................    9

SECTION 13.   OPMW ADMINISTRATIVE AGENT...................................   11

SECTION 14.   OPMW ADMINISTRATIVE AGENT MAY PERFORM.......................   11

SECTION 15.   DUTIES OF THE ADMINISTRATIVE AGENT, PLEDGOR AND OPNY
              BORROWER ENTITIES...........................................   11

SECTION 16.   REMEDIES....................................................   12

SECTION 17.   APPLICATION OF PROCEEDS.....................................   13

SECTION 18.   REMEDIES CUMULATIVE.........................................   14

SECTION 19.   DISCONTINUANCE OF PROCEEDINGS...............................   14

SECTION 20.   INDEMNITY AND EXPENSES......................................   14

SECTION 21.   WAIVER, AMENDMENT; SEVERABILITY.............................   14

SECTION 22.   SECURITY INTEREST ABSOLUTE..................................   15

SECTION 23.   ADDRESSES FOR NOTICES.......................................   16
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>           <C>                                                            <C>
SECTION 24.   SUCCESSORS AND ASSIGNS......................................   16

SECTION 25.   TERMINATION; RELEASE........................................   16

SECTION 26.   HEADINGS DESCRIPTIVE, ETC...................................   17

SECTION 27.   GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE.........   17

SECTION 28.   EXECUTION IN COUNTERPARTS...................................   18

SECTION 29.   LIMITATION OF RECOURSE......................................   18

SECTION 30.   SUBORDINATION...............................................   19
</TABLE>




                                       ii
<PAGE>
                SECOND LIEN PARTNERSHIP INTEREST PLEDGE AGREEMENT


      SECOND LIEN PARTNERSHIP INTEREST PLEDGE AGREEMENT, dated as of October 28,
2002 (this "Agreement"), made by ORION POWER NEW YORK, L.P., a Delaware limited
partnership (the "Pledgor"), as the obligor hereunder, to BANK OF AMERICA, N.A.,
as administrative agent (in such capacity, together with any successors and
assigns, the "OPMW Administrative Agent") for the benefit of the Secured Parties
(as defined in the OPMW Credit Agreement referred to below).

                              W I T N E S S E T H:

      WHEREAS, Pledgor is the sole limited partner of each of (i) Astoria
Generating Company, L.P., a Delaware limited partnership, (ii) Carr Street
Generating Station, L.P., a Delaware limited partnership, and (iii) Erie
Boulevard Hydropower, L.P., a Delaware limited partnership (each, an "Operating
Company" or an "OPNY Borrower Entity");

      WHEREAS, Orion Power MidWest, L.P. (the "OPMW Borrower") has entered into
a Second Amended and Restated Credit Agreement, dated as of the Restructuring
Effective Date (as the same may be amended, supplemented or otherwise modified
from time to time, the "OPMW Credit Agreement"), with the OPMW Administrative
Agent, Banc of America Securities LLC and BNP Paribas, as lead arrangers and
joint book runners, Bank of America, N.A., as issuing bank, BNP Paribas, as
syndication agent, The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd, and
Bayerische Hypo-Und Vereinsbank AG, New York Branch, as documentation agents,
and the Lenders named on the signature pages thereto and from time to time
parties thereto (the "OPMW Lenders"), pursuant to which the OPMW Lenders have
agreed, inter alia, to renew, modify and extend credit facilities that were
issued to the OPMW Borrower to finance a portion of the purchase price of the
Portfolio Assets (as defined in the OPMW Credit Agreement) and to provide
working capital availability to the OPMW Borrower;

      WHEREAS, the Pledgor has entered into an Amended and Restated Credit
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "OPNY Credit
Agreement"), with Bank of America, N.A., as Administrative Agent (the "OPNY
Administrative Agent"), Banc of America Securities LLC and BNP Paribas, as lead
arrangers and joint book runners, Bank of America, N.A., as issuing bank, BNP
Paribas, as syndication agent, Union Bank of California, N.A., CoBank, ACB and
Deutsche Bank AG New York and/or Cayman Island Branch, as documentation agents,
and the Lenders named on the signature pages thereto and from time to time
parties thereto (the "OPNY Lenders"), pursuant to which the OPNY Lenders have
agreed, inter alia, to renew, modify and extend credit facilities that were
issued to the Pledgor to finance a portion of the purchase price of the
Portfolio Assets and to provide working capital availability to the Pledgor;

      WHEREAS, Pledgor has entered into that certain Partnership Interest Pledge
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "First Lien
Partnership Interest Pledge Agreement"), in favor of the OPNY Administrative
Agent, pursuant to which Pledgor has, among other things,
<PAGE>
granted a first priority pledge, assignment and security interest in the
Collateral to the OPNY Administrative Agent;

      WHEREAS, the OPMW Administrative Agent, the OPNY Administrative Agent, the
OPMW Lenders, the OPNY Lenders and Bank of America, N.A., as collateral agent
have entered into a Collateral Agency and Intercreditor Agreement, dated as of
the Restructuring Effective Date (the "Intercreditor Agreement");

      WHEREAS, all capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the OPMW Credit Agreement
and the principles of construction set forth in Section 1.04 of the OPMW Credit
Agreement shall apply hereto; provided, that, the following terms shall have the
meanings set forth in the OPNY Credit Agreement: "Acceptable Reserves",
"Contractual Obligations", "Distributions", "Governing Documents", "Governmental
Approvals", "Governmental Authority", "Lien", "Permitted Lien" and "Portfolio
Asset"; and

      WHEREAS, it is a condition precedent to the obligations of the OPMW
Lenders under the OPMW Credit Agreement that this Agreement shall have been
entered into by the parties hereto and shall be in full force and effect;

      NOW, THEREFORE, in consideration of the foregoing and in order to induce
the OPMW Lenders to enter into the OPMW Credit Agreement, to make available to
the OPMW Borrower such credit facilities and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

      SECTION 1. Pledge; Assignment; Grant of Security Interest. Pledgor hereby
pledges, hypothecates and assigns to the OPMW Administrative Agent, and hereby
grants to the OPMW Administrative Agent for the benefit of the Secured Parties,
a second priority pledge and assignment of, and a second priority security
interest in, all of its right, title and interest in and to the following (the
"Collateral"):

      (a)   All general and limited partnership interests now owned or hereafter
acquired by Pledgor in and to each OPNY Borrower Entity (collectively, the
"Partnership Interests") and the partnership agreement relating to each OPNY
Borrower Entity (collectively, the "Partnership Agreements") and all rights
related thereto, including (i) all rights of Pledgor as a general or limited
partner, as the case may be, and all rights to receive distributions, cash,
instruments and other property from time to time receivable or otherwise
distributable in respect of any Partnership Interest or pursuant to any
Partnership Agreement, (ii) all rights of Pledgor to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to any Partnership
Interest or any Partnership Agreement, (iii) all claims of Pledgor for damages
arising out of or for breach of or default under any Partnership Agreement, (iv)
the right of Pledgor to terminate any Partnership Agreement, to perform and
exercise consensual or voting rights thereunder and to compel performance and
otherwise exercise all remedies thereunder, (v) all rights of Pledgor as a
general or limited partner of any of the OPNY Borrower Entities, to any property
and assets of the OPNY Borrower Entities (whether real property, inventory,
equipment, contract rights, accounts, receivables, general intangibles,
securities, instruments, chattel paper, documents,


                                       2
<PAGE>
chooses in action or otherwise), and (vi) all certificates or instruments
evidencing an ownership or partnership interest in the OPNY Borrower Entities or
their assets; and

      (b)   to the extent not included in the foregoing, all proceeds of any and
all of the foregoing (including, without limitation, proceeds that constitute
property of the types described above).

      SECTION 2. Security for Secured Obligations. This Agreement secures the
prompt and complete payment and performance of all obligations of Pledgor under
the OPNY Guarantee (collectively, the "Secured Obligations").

      SECTION 3. Pledgor Remains Liable. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable under each Partnership
Agreement and the other contracts and agreements included in the Collateral to
the extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b)
the exercise by any Secured Party of any of the rights hereunder shall not
release Pledgor from any of its duties or obligations under the contracts and
agreements included in the Collateral and (c) neither the OPMW Administrative
Agent nor any Secured Party shall have any obligation or liability under the
contracts and agreements included in the Collateral or otherwise by reason of
this Agreement, nor shall the OPMW Administrative Agent or any Secured Party be
obligated to perform any of the obligations or duties of Pledgor thereunder or
to take any action to collect or enforce any claim assigned hereunder.

      SECTION 4. Delivery of Collateral. All certificates or instruments
representing or evidencing the Collateral at any time shall be delivered to and
held by or on behalf of the OPNY Administrative Agent pursuant to the First Lien
Partnership Interest Pledge Agreement and shall be in suitable form for transfer
by delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, in accordance with the terms and conditions of the
Intercreditor Agreement and otherwise in form and substance reasonably
satisfactory to the OPMW Administrative Agent. During any period after the First
Lien Partnership Interest Pledge Agreement has terminated in accordance with its
terms, the OPMW Administrative Agent shall have the right, upon the occurrence
and continuance of an Event of Default, in its discretion and without notice to
Pledgor, to transfer to or to register in the name of the OPMW Administrative
Agent or any of its nominees any or all of the Collateral then held by the OPMW
Administrative Agent, subject only to compliance with Requirements of Law, the
terms and conditions of the OPMW Credit Agreement and the Intercreditor
Agreement, the revocable rights specified in Section 9(a) and the provisions of
Section 30. In addition, to the extent certificates or instruments are held by
the OPMW Administrative Agent, the OPMW Administrative Agent shall have the
right at any time to exchange certificates or instruments representing or
evidencing Collateral for certificates or instruments of smaller or larger
denominations.

      SECTION 5. No Subrogation. Pledgor shall not exercise any rights which it
may acquire by way of subrogation under this Agreement, by any payments made
hereunder or otherwise, until all Secured Obligations shall have been
indefeasibly paid in full in cash and all Commitments have been terminated. If
any amount shall be paid to Pledgor on account of such subrogation rights at any
time when all Secured Obligations shall not have been indefeasibly paid


                                       3
<PAGE>
in full in cash (whether pursuant to a claim in any bankruptcy or similar
proceeding or otherwise) or when any Commitment shall remain outstanding, such
amount shall be held in trust for the benefit of the OPMW Administrative Agent
and the Secured Parties and shall forthwith be paid to the OPMW Administrative
Agent to be credited and applied to the Secured Obligations, whether matured or
unmatured, in accordance with Section 17.

      SECTION 6. Reinstatement. This Agreement shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Secured Obligations is rescinded or must otherwise be
restored or returned by any Secured Party upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Pledgor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, Pledgor or any substantial part of its property, or
otherwise, all as though such payments had not been made.

      SECTION 7. Representations and Warranties. Pledgor represents and warrants
as follows:

      (a)   Pledgor (i) is duly formed, validly existing and in good standing
under the laws of the State of Delaware, (ii) has all requisite power and
authority to own its property and assets, to borrow money and to transact the
business in which it is presently engaged and in which it proposes to be
engaged, (iii) has duly qualified and is authorized to do business and is in
good standing in every jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary, except where the
failure to be so qualified could not reasonably be expected to have a material
adverse effect on any Portfolio Asset and (iv) is in full compliance with its
Governing Documents, all material Contractual Obligations, all applicable
material Requirements of Law and all material Governmental Approvals, except in
each case of this clause (iv) to the extent that the failure to comply with any
of the foregoing could not reasonably be expected to have a Material Adverse
Effect. As of the date hereof, (x) the Operating Companies are the only
Subsidiaries of the OPNY Borrower; and (y) Pledgor is the sole Limited Partner
of each Operating Company.

      (b)   The execution, delivery and performance by Pledgor of this Agreement
and the consummation of the transactions contemplated hereby (i) are within its
powers, (ii) have been duly authorized by all necessary corporate action, (iii)
do not and will not contravene (A) its Governing Documents or (B) any material
Requirement of Law, any material Contractual Obligation or any material
Governmental Approval binding on or affecting it and (iv) do not and will not
conflict with or be inconsistent with or result in any breach of any of the
material terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien (except Permitted Liens) upon any of its properties or
assets pursuant to, the terms of any material Contractual Obligation binding on
or affecting it.

      (c)   Pledgor has duly executed and delivered this Agreement and this
Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any


                                       4
<PAGE>
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and (ii) general principles of equity.

      (d)   No approval of any Person (except for any Governmental Authority),
except such as have been duly obtained, made or given, and are in full force and
effect, is required to authorize, or is required in connection with (i) the
execution, delivery or performance of this Agreement by Pledgor or the
consummation of any of the transactions contemplated hereby, (ii) the legality,
validity, binding effect or enforceability of this Agreement or the perfection
and maintenance of the security interest created hereby (including the second
priority nature of such security interest) or (iii) for the exercise by the OPMW
Administrative Agent of the voting or other rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement (including Section 30 hereof and the Intercreditor Agreement), except,
in each case, for any approval of any such Person the absence of which could not
reasonably be expected to have a material adverse effect on the ability of the
Administrative Agent to exercise voting rights or remedies in respect of the
Collateral.

      (e)   Each Partnership Agreement, true and complete copies of which have
been furnished to the OPMW Administrative Agent, has been duly authorized,
executed and delivered by Pledgor and is in full force and effect and is binding
upon and enforceable against Pledgor in accordance with its terms, except as
enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) general principles of equity. There exists
no default under any Partnership Agreement.

      (f)   This Agreement creates a valid security interest in the Collateral
purported to be pledged and assigned by Pledgor hereunder securing the payment
of the Secured Obligations.

      (g)   Upon the filing of the financing statements (the "Financing
Statements") referenced in Schedule I hereof under the Uniform Commercial Code
as in effect in the State of Delaware (the "Delaware UCC"), the security
interest created hereby shall be perfected under the Delaware UCC, to the extent
that the Collateral constitutes "general intangibles" (as defined in the
Delaware UCC) and no further filings or other actions are necessary to perfect
such security interest. Upon filing of such Financing Statements pursuant to the
Delaware UCC, such security interests, as so perfected, are second priority
security interests.

      (h)   When any certificates or instruments evidencing the Collateral shall
be delivered hereunder and endorsed to, or registered in favor of, the OPMW
Administrative Agent in accordance with Section 8-106 of the Uniform Commercial
Code as in effect in the State of New York (the "NY UCC") or the State of North
Carolina (the "NC UCC"), and for so long as such certificates or instruments
shall remain in the possession of the OPNY Administrative Agent (as contemplated
by the terms of the Intercreditor Agreement) or the OPMW Administrative Agent in
the State of New York or the State of North Carolina, the security interest in
such Collateral created hereby shall be perfected under the NY UCC or the NC
UCC, as applicable, and such security interest, as so perfected, will be a
second priority security interest subject only to the lien of the OPNY
Administrative Agent under the First Lien Borrower Security Agreement, it being
acknowledged and agreed that, unless and until permitted in accordance with the
terms and


                                       5
<PAGE>
conditions of Section 30 and the Intercreditor Agreement, the certificates and
instruments evidencing the Collateral shall be delivered and endorsed to, or be
registered as a first lien in favor of, and shall remain in possession of, the
OPNY Administrative Agent, and that notwithstanding any provisions of any
Financing Documents, no breach, Default or Event of Default shall occur or exist
as a result thereof.

      (i)   The security interest created by this Agreement in the Collateral
described in clause (a) of Section 1 hereof has been registered as a
subordinated, second lien in the name of the OPMW Administrative Agent in the
register maintained for such purpose at the chief executive office and principal
place of business of each Operating Company, as applicable, and, to the extent
that such Collateral constitutes "uncertificated securities" (as defined in the
Delaware UCC), such security interest is perfected under the Delaware UCC and,
as so perfected, is a second priority security interest.

      (j)   The chief place of business and chief executive office of Pledgor
and the office where Pledgor keeps its records concerning the Collateral is set
forth under its name on the signature page hereof.

      (k)   Pledgor is the legal and beneficial owner of the Collateral
purported to be pledged and assigned by it hereunder, free and clear of any
Lien, other than Permitted Liens, including the security interest granted to the
OPNY Administrative Agent under the First Lien Partnership Interest Pledge
Agreement. No effective financing statement or other instrument similar in
effect covering all or any part of such Collateral has been executed or
authorized by Pledgor or, is on file in any recording office, except such as may
have been filed in favor of (i) the OPMW Administrative Agent relating to this
Agreement or (ii) the OPNY Administrative Agent relating to the First Lien
Partnership Interest Pledge Agreement (as hereinafter defined). Pledgor has no
trade name.

      (l)   There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.

      (m)   No part of the Collateral is subject to the terms of any agreement
restricting the sale or transfer of such Collateral, except for the Partnership
Agreements, the Financing Documents and the Financing Documents (as defined in
the OPNY Credit Agreement, the "OPNY Financing Documents").

      (n)   Except as set forth on Schedule 4.05 of the OPNY Credit Agreement,
there is no (i) injunction, writ, preliminary restraining order or order of any
nature issued by an arbitrator, court or other Governmental Authority against
Pledgor in connection with the transactions provided for herein, or (ii) action,
suit, arbitration, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority pending against Pledgor or, to Pledgor's
knowledge, threatened against Pledgor which would reasonably be expected to
materially adversely affect the right or ability of Pledgor to fulfill its
obligations under this Agreement.



                                       6
<PAGE>
      (o)   Pledgor has, independently and without reliance upon the OPMW
Administrative Agent and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.

      SECTION 8. Further Assurances. (a) Subject to and without limiting Section
7(h) and Section 30 hereof and the Intercreditor Agreement, Pledgor agrees that
from time to time, at the expense of Pledgor, Pledgor will promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary, or that the OPMW Administrative Agent may reasonably request,
in order to perfect and protect the pledge, assignment, hypothecation and
security interest granted or purported to be granted hereby or to enable the
OPMW Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of the
foregoing, Pledgor will (i) execute and file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as may
be necessary, or as the OPMW Administrative Agent may reasonably request, in
order to perfect and preserve the assignment, hypothecation and security
interest granted or purported to be granted hereby; and (ii) mark conspicuously,
at the request of the OPMW Administrative Agent, each of its records pertaining
to the Collateral with a legend, in form and substance reasonably satisfactory
to the OPMW Administrative Agent, indicating that the Partnership Agreements and
such chattel paper have been assigned and are subject to the subordinated,
second lien security interest pursuant hereto.

      (b)   Pledgor hereby further authorizes the OPMW Administrative Agent to
file one or more financing or continuation statements, and amendments thereto,
relative to all or any part of the Collateral without the signature of Pledgor
where permitted by law. A photocopy or other reproduction of this Agreement or
any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

      SECTION 9. Voting Rights; Distributions, Etc. (a) So long as any
Obligations are outstanding, the Pledgor shall not be entitled to any payments
or distributions (whether cash or non-cash) pursuant to the Partnership
Agreements, except payments or distributions from the Borrower that are directly
distributed from Pledgor to Holdco in accordance with the Holdco Deposit Account
Agreement. So long as no Event of Default shall have occurred and be continuing,
but subject, nevertheless, at all times to the restrictions imposed by the terms
and conditions of the OPNY Credit Agreement, during any period after the First
Lien Partnership Interest Pledge Agreement has terminated in accordance with its
terms, Pledgor shall be entitled to exercise any and all management, voting and
other partnership rights pertaining to any Collateral (including but not limited
to any partnership interest or Partnership Agreement) and the OPNY Borrower
Entities for any purpose not inconsistent with the terms of this Agreement or
any other OPNY Financing Document; provided, however, that Pledgor shall
exercise, or refrain from exercising, any such right if such action or inaction
would have a material adverse effect on the attachment, perfection, creation or
priority of the security interest in the Collateral or any part thereof as
herein granted.

      (b)   If Pledgor receives any distributions in respect of the Collateral
purported to be pledged and assigned by it hereunder, such distributions shall
be promptly delivered to the Collateral Agent to deposit in the Holdco Accounts
pursuant to the Holdco Deposit Account


                                       7
<PAGE>
Agreement, or, if such distributions are in connection with a partial or total
liquidation or are non-cash distributions, to the OPMW Administrative Agent to
hold as Collateral and shall, if received by Pledgor, be received in trust for
the benefit of the OPMW Administrative Agent, be segregated from the other
property or funds of Pledgor and be forthwith delivered to the OPMW
Administrative Agent as Collateral in the same form as so received (with any
necessary endorsement or assignment).

      (c)   Upon the occurrence and during the continuance of an Event of
Default during any period after the First Lien Partnership Interest Pledge
Agreement has terminated in accordance with its terms:

                  (i)   Immediately upon Pledgor's receipt of written notice
      from the OPMW Administrative Agent that the OPMW Administrative Agent
      intends to act pursuant to this clause (c)(i), all rights of Pledgor to
      exercise or refrain from exercising the voting and other consensual rights
      which it would otherwise be entitled to exercise shall thereupon become
      exercisable by the OPMW Administrative Agent, acting in good faith, who
      shall have the sole right to exercise or refrain from exercising such
      voting and other consensual rights unless and until such Event of Default
      ceases to exist.

                  (ii)  All rights of Pledgor to receive the distributions, if
      any, which it would otherwise be authorized to receive and retain,
      pursuant to Section 9(a) and (b), above, shall become exercisable, subject
      to the terms of the First Lien Partnership Interest Pledge Agreement and
      the Intercreditor Agreement, by the OPMW Administrative Agent who shall
      thereupon have the sole right to receive and hold as Collateral such
      distributions unless and until such Event of Default ceases to exist.

                  (iii) All distributions which are received by Pledgor contrary
      to the provisions of clause (ii), above, subject to the terms of the First
      Lien Partnership Interest Pledge Agreement and the Intercreditor
      Agreement, shall be received in trust for the benefit of the OPMW
      Administrative Agent, shall be segregated from other funds of Pledgor and
      shall be forthwith paid over to the OPMW Administrative Agent as
      Collateral in the same form as so received (with any necessary
      endorsement) for application pursuant to Section 17.

      SECTION 10. Place of Organization; Place of Perfection; Records. Pledgor
is organized in the State of Delaware, and Pledgor's exact legal name is Orion
Power New York, L.P. Pledgor will not change its jurisdiction of organization or
its name without having given the OPMW Administrative Agent not less than 30
days' prior written notice of its intention to do so, clearly describing to the
OPMW Administrative Agent such new jurisdiction or name and providing such other
information and taking any action in connection therewith as the OPMW
Administrative Agent may reasonably request. Pledgor shall keep its place of
business and chief executive office and the office where it keeps its records
concerning the Collateral, and original copies of each Partnership Agreement and
of all other chattel paper which evidence the Collateral, at its address
specified on the signature pages hereof; or, upon 30 days' prior written notice
to the OPMW Administrative Agent, at such other location in a jurisdiction where
all action required by Section 8 shall have been taken with respect to the
Collateral. Pledgor will


                                       8
<PAGE>
hold and preserve such records and will permit representatives of the OPMW
Administrative Agent at any time, upon reasonable prior notice, during normal
business hours to inspect and make abstracts from such records.

      SECTION 11. As to the Partnership Agreements. (a) Pledgor shall at its
expense perform and observe all the terms and provisions to be performed or
observed by it under each Partnership Agreement, maintain each Partnership
Agreement in full force and effect, enforce each Partnership Agreement in
accordance with its terms, and take all such action to such end as may be from
time to time reasonably requested by the OPMW Administrative Agent.

      (b)   Pledgor shall not:

                  (i)   sell, assign (by operation of law or otherwise) or
      otherwise dispose of any of the Collateral, or create or suffer to exist
      any Lien upon or with respect to any of the Collateral, except for the
      pledge, assignment, hypothecation and security interest created by this
      Agreement, the First Lien Partnership Interest Pledge Agreement and
      Permitted Liens;

                  (ii)  cancel or terminate any Partnership Agreement or consent
      to or accept any cancellation or termination thereof;

                  (iii) amend or otherwise modify in a material respect any
      Partnership Agreement; or

                  (iv)  waive any material default under or material breach of
      any Partnership Agreement.

      SECTION 12. Covenants. Pledgor covenants and agrees that so long as any
OPMW Lender shall have any Commitment outstanding and until the Notes, together
with interest, and all other Secured Obligations are indefeasibly paid in full
in cash, unless the OPMW Administrative Agent shall otherwise consent in
writing, Pledgor:

      (a)   Maintenance of Register. Will cause each OPNY Borrower Entity to
maintain at all times a register at its chief place of business and chief
executive office in which the subordinated, second lien security interest in the
Collateral granted hereby to the OPMW Administrative Agent, to the extent that
the same constitutes "uncertificated securities" (as defined in the Delaware
UCC), shall be evidenced.

      (b)   Preservation of Existence, Etc. Will cause each OPNY Borrower Entity
to preserve and maintain, its lawful existence, rights (charter and statutory),
and franchises in accordance with the Transaction Documents.

      (c)   Jurisdiction of Organization. Will cause each OPNY Borrower Entity
at all times to be a limited partnership organized under the laws of the State
of Delaware.

      (d)   Bankruptcy. Will not file a voluntary petition or otherwise initiate
proceedings to have any OPNY Borrower Entity adjudicated bankrupt or insolvent,
or consent to the institution


                                       9
<PAGE>
of bankruptcy or insolvency proceedings against any OPNY Borrower Entity, or
file a petition seeking or consenting to reorganization or relief of any OPNY
Borrower Entity as debtor under any applicable federal or state law relating to
bankruptcy, insolvency, or other relief for debtors with respect to any OPNY
Borrower Entity; or seek or consent to the appointment of any trustee, receiver,
conservator, assignee, sequestrator, custodian, liquidator (or other similar
official) of any OPNY Borrower Entity or of all or any substantial part of the
properties and assets of any OPNY Borrower Entity, or make any general
assignment for the benefit of creditors of any OPNY Borrower Entity, or admit in
writing the inability of any OPNY Borrower Entity to pay its debts generally as
they become due or declare or effect a moratorium on the debt of any OPNY
Borrower Entity or take any action in furtherance of any of the foregoing.

      (e)   Operations Matters. In the conduct of its business and operations,
Pledgor shall, and shall cause each OPNY Borrower Entity to:

                  (i)   maintain books and records, separate from those of any
      other Person;

                  (ii)  maintain its bank accounts and all its other assets
      separate from those of any other Person;

                  (iii) hold regular member, shareholder or partnership
      meetings, as appropriate, to conduct its business, and observe all other
      limited liability company, corporate or partnership formalities, as the
      case may be;

                  (iv)  hold itself out to creditors and the public as a legal
      entity separate and distinct from any other Person;

                  (v)   prepare separate financial statements, or if part of a
      consolidated or combined group, then it shall be shown as a separate
      member of such group, including in a footnote(s) to the relevant financial
      statements disclosing its separate existence and identity and the
      existence of its own assets;

                  (vi)  allocate and charge fairly and reasonably any common
      employee or overhead shared with Affiliates;

                  (vii) transact all business with Affiliates on an arm's-length
      basis and to enter into transactions with Affiliates on an arm's-length
      basis;

                  (viii) conduct business in its own name;

                  (ix)  with regard to each OPNY Borrower Entity, maintain a
      sufficient number of employees in light of such OPNY Borrower Entity's
      contemplated business operations;

                  (x)   correct any misunderstanding regarding its separate
      identity of which Pledgor has actual knowledge;



                                       10
<PAGE>
                  (xi)  not identify itself in writing as a division of any
      other Person; and

                  (xii) maintain adequate capital in light of its contemplated
      business operations.

      SECTION 13. OPMW Administrative Agent. Bank of America, N.A. has been
appointed by the Secured Parties to act as the OPMW Administrative Agent
hereunder. Pledgor hereby appoints the OPMW Administrative Agent as Pledgor's
attorney-in-fact, with full authority in the place and stead of Pledgor and in
the name of Pledgor or otherwise, from time to time in the OPMW Administrative
Agent's discretion at any time that an Event of Default shall have occurred and
be continuing during any period after the First Lien Partnership Interest Pledge
Agreement has terminated in accordance with its terms, to take any action and to
execute any instrument which the OPMW Administrative Agent may deem necessary or
advisable to accomplish the purposes of this Agreement, including to ask,
demand, collect, sue for, recover, compound, receive and give acceptance and
receipts for moneys due and to become due under or in connection with the
Collateral, to receive, indorse, and collect any drafts or other instruments,
documents and chattel paper in connection therewith, to file any claims or take
any action or institute any proceedings which the OPMW Administrative Agent may
deem to be necessary or desirable for the collection thereof or to enforce
compliance with the terms and conditions of any Partnership Agreement, and to
sell assign, lease or otherwise dispose of the Collateral or any part thereof
pursuant to this Agreement. Such appointment is coupled with an interest and is
irrevocable.

      SECTION 14. OPMW Administrative Agent May Perform. If Pledgor fails to
perform any agreement contained herein, the OPMW Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the OPMW
Administrative Agent incurred in connection therewith shall be payable by
Pledgor under Section 20(b).

      SECTION 15. Duties of the Administrative Agent, Pledgor and OPNY Borrower
Entities. (a) The powers conferred on the OPMW Administrative Agent hereunder
are solely to protect its interest in the Collateral and shall not impose any
duty upon it to exercise any such powers. Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the OPMW Administrative Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral and no such
duties shall be implied as arising hereunder.

      (b)   It is expressly agreed, anything herein contained to the contrary
notwithstanding, that Pledgor and each OPNY Borrower Entity shall remain liable
to perform all of their respective obligations, if any, assumed by them with
respect to the Collateral and the OPMW Administrative Agent and the OPMW Lenders
shall have no obligations or liabilities with respect to any Collateral by
reason of or arising out of or in connection with this Agreement, nor shall the
OPMW Administrative Agent or the OPMW Lenders be required or obligated in any
manner to perform or fulfill any of the obligations of Pledgor or any OPNY
Borrower Entity under or with respect to any Collateral.



                                       11
<PAGE>
      SECTION 16. Remedies. If any Event of Default shall have occurred and be
continuing, subject to the terms of Section 9, Section 30 and compliance with
Requirements of Law and the terms of the Intercreditor Agreement:

      (a)   The OPMW Administrative Agent may exercise any and all rights and
remedies of Pledgor under or in connection with any Partnership Agreement, the
Partnership Interests or otherwise in respect of the Collateral, including any
and all rights of Pledgor to demand or otherwise require payment of any amount
under, or performance of any provision of, any Partnership Agreement and all
rights of Pledgor to control the operation of the OPNY Borrower Entities.

      (b)   All payments received by Pledgor under or in connection with any
Partnership Agreement, the Partnership Interests, or otherwise in respect of the
Collateral shall be received in trust for the benefit of the OPMW Administrative
Agent, shall be segregated from other funds of Pledgor and shall be forthwith
paid over to the OPMW Administrative Agent in the same form as so received (with
any necessary endorsement).

      (c)   Any Collateral repossessed by the OPMW Administrative Agent under or
pursuant to this Section 16 or any other provision hereof and in accordance with
Section 30 hereof and the Intercreditor Agreement, and any other Collateral
whether or not so repossessed by the OPMW Administrative Agent, may be sold,
assigned, leased or otherwise disposed of under one or more contracts or as an
entirety, and without the necessity of gathering at the place of sale the
property to be sold, and in general in such manner, at such time or times, at
such place or places and on such terms as the OPMW Administrative Agent may,
upon written direction in compliance with any mandatory requirements of any
Requirement of Law, determine to be commercially reasonable. Any such
disposition which shall be a private sale or other private proceeding permitted
by such requirements shall be made upon not less than 10 days' written notice to
Pledgor (except that, if the OPMW Administrative Agent shall determine, in its
sole discretion, that any of the Collateral threatens to decline quickly in
value or to become worthless, any such sale may be made upon three days' notice
to Pledgor) specifying the time at which such disposition is to be made and the
intended sale price or other consideration therefor, and shall be subject, for
the 10 days after the giving of such notice, to the right of Pledgor or any
nominee of Pledgor to acquire the Collateral involved at a price or for such
other consideration at least equal to the intended sale price or other
consideration so specified. To the extent permitted by Requirements of Law, the
OPMW Administrative Agent on behalf of the OPMW Lenders may bid for and become
the purchaser of the Collateral or any item thereof, offered for sale in
accordance with this Section 16. If, under mandatory requirements of any
Requirement of Law, the OPMW Administrative Agent shall be required to make
disposition of the Collateral within a period of time which does not permit the
giving of notice to Pledgor as hereinabove specified, the OPMW Administrative
Agent need give Pledgor only such notice of disposition as shall be reasonably
practicable in view of such mandatory requirements of any Requirement of Law.

      (d)   The OPMW Administrative Agent, in addition to any rights now or
hereafter existing under any applicable Requirement of Law, shall have all
rights as a secured creditor under the Uniform Commercial Code or any other
applicable Requirement of Law in all relevant jurisdictions.



                                       12
<PAGE>
      (e)   Waiver of Claims. Except as otherwise provided in this Agreement,
PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE OPMW ADMINISTRATIVE
AGENT TAKING POSSESSION OR THE OPMW ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF
THE COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW,
INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR
REMEDIES AND ANY SUCH RIGHT WHICH PLEDGOR WOULD OTHERWISE HAVE UNDER THE
CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF
ANY SUCH JURISDICTION, and Pledgor hereby further waives:

                  (i)   all damages occasioned by such taking of possession
      except any damages which are the direct result of the gross negligence or
      willful misconduct of either of the OPMW Administrative Agent or any
      Person acting on its behalf or instruction;

                  (ii)  all other requirements as to the time, place and terms
      of sale or other requirements with respect to the enforcement of the OPMW
      Administrative Agent's rights hereunder; and

                  (iii) all rights of redemption, appraisement, valuation, stay,
      extension or moratorium now or hereafter in force under any Requirements
      of Law in order to prevent or delay the enforcement of this Agreement
      (including any right to claim that such enforcement should be stayed
      pending the outcome of any other action or proceeding (including any
      arbitration proceeding)) or the absolute sale of the Collateral or any
      portion thereof, and Pledgor, for itself and all who may claim under it,
      insofar as it or they now or hereafter lawfully may, hereby waives the
      benefit of all such Requirements of Law.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall, to the extent permitted by Requirements of Law, operate to
divest all right, title, interest, claim and demand, either at law or in equity,
of Pledgor therein and thereto, and shall be a perpetual bar both at law and in
equity against Pledgor and against any and all Persons claiming or attempting to
claim the Collateral so sold, optioned or realized upon, or any part thereof,
from, through and under Pledgor.

      SECTION 17. Application of Proceeds. Notwithstanding any other provision
of this Agreement but subject to Section 30 hereof and the Intercreditor
Agreement, all payments made under or in connection with this Agreement, and all
moneys collected by the OPMW Administrative Agent upon any sale or other
disposition of the Collateral pursuant to Section 16, together with all other
moneys received by the OPMW Administrative Agent hereunder, shall be applied in
accordance with the Financing Documents. For the avoidance of doubt, it is
understood that Pledgor shall remain liable to the extent of any deficiency
between the amount of all moneys collected by the OPMW Administrative Agent upon
any such sale or other disposition of the Collateral and the aggregate amount of
the Secured Obligations.



                                       13
<PAGE>
      SECTION 18. Remedies Cumulative. No failure or delay on the part of the
OPMW Administrative Agent or any Secured Party in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between Pledgor and the OPMW Administrative Agent or any Secured Party
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Financing Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Financing Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the OPMW
Administrative Agent or any Secured Party would otherwise have. No notice to or
demand on Pledgor in any case shall entitle Pledgor to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the OPMW Administrative Agent or any Secured Party to any other or
further action in any circumstances without notice or demand.

      SECTION 19. Discontinuance of Proceedings. In case the OPMW Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the OPMW Administrative Agent, then and in every such
case Pledgor, the OPMW Administrative Agent and each holder of any of the
Secured Obligations shall be restored to their former positions and rights
hereunder with respect to the Collateral subject to the security interest
created under this Agreement, and all rights, remedies and powers of the OPMW
Administrative Agent shall continue as if no such proceeding had been
instituted.

      SECTION 20. Indemnity and Expenses. (a) Pledgor agrees to indemnify and
hold harmless the OPMW Administrative Agent and each Secured Party from and
against any and all claims, losses and liabilities arising out of or resulting
from the Collateral or Pledgor's pledge and assignment under this Agreement
(including enforcement against Pledgor of this Agreement), except claims, losses
or liabilities resulting from the OPMW Administrative Agent's or any Secured
Party's gross negligence or willful misconduct.

      (b)   Pledgor will upon demand pay to the OPMW Administrative Agent or any
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the OPMW Administrative Agent or any Secured Party may incur in connection with
(i) the administration of this Agreement, (ii) the sale of, collection from, or
other realization upon, any of the Collateral of Pledgor, (iii) the exercise or
enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the OPMW Administrative Agent or any Secured Party
hereunder against Pledgor or (iv) the failure by Pledgor to perform or observe
any of the provisions hereof.

      SECTION 21. Waiver, Amendment; Severability. No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power


                                       14
<PAGE>
or remedy. In case any provision hereof shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations or of such provision or obligation in
any other jurisdiction shall not in any way be affected or impaired thereby.

      SECTION 22. Security Interest Absolute. The obligations of Pledgor under
this Agreement are independent of the Secured Obligations, and, subject to
Section 30 and the Intercreditor Agreement, a separate action or actions may be
brought and prosecuted against Pledgor to enforce this Agreement, irrespective
of whether any action is brought against any other pledgor or any guarantor of
the Secured Obligations or whether any other pledgor or any guarantor of the
Secured Obligations is joined in any such action or actions. All rights of the
OPMW Administrative Agent and the assignment, hypothecation and security
interest hereunder, and all obligations of Pledgor hereunder, shall be absolute
and unconditional, to the extent permitted by applicable Requirements of Law,
irrespective of:

      (a)   any lack of validity or enforceability of this Agreement, the OPMW
Credit Agreement, any other Financing Document or any other agreement or
instrument relating to any thereof, the absence of any action to enforce the
same, any release of Pledgor, any Credit Party or any other Credit Party (as
defined in the OPNY Credit Agreement, the "OPNY Credit Party"), the recovery of
any judgment against Pledgor, any Credit Party or any other OPNY Credit Party,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of Pledgor;

      (b)   any occurrence or condition whatsoever, including (i) any
compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations of Pledgor, any Credit
Party or any other OPNY Credit Party contained in this Agreement, the OPMW
Credit Agreement or any other Financing Document, (ii) any impairment,
modification, release or limitation of the liability of Pledgor, any Credit
Party or any other OPNY Credit Party or any of their estates in bankruptcy, or
any remedy for the enforcement thereof, resulting from the operation of any
present or future provision of any applicable bankruptcy law, as amended, or
other statute or from the decision of any court, (iii) the assertion or exercise
by Pledgor, the OPMW Administrative Agent or any other Secured Party of any
rights or remedies, (iv) the assignment or the purported assignment of any
property as security for the Secured Obligations, including all or any part of
the rights of Pledgor under this Agreement, (v) the extension of the time for
payment by Pledgor, any Credit Party or any other OPNY Credit Party or any other
guarantor of any payments or other sums or any part thereof owing or payable
under any of the terms and provisions of any Financing Document or of the time
for performance by Pledgor, any Credit Party or any other OPNY Credit Party of
any other obligations under or arising out of any terms or provisions or the
extension of the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of Pledgor,
any Credit Party or any other OPNY Credit Party set forth in any Financing
Document, (vii) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all of the assets, marshalling of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of, or other similar proceeding affecting Pledgor, any Credit Party or any other
OPNY Credit Party or any of their respective assets, or the disaffirmancy of
this Agreement or


                                       15
<PAGE>
any Financing Document in any such proceeding, (viii) the release or discharge
of Pledgor, any Credit Party or any other OPNY Credit Party from the performance
or observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (ix) the unenforceability of this
Agreement or any Financing Document or (x) any other circumstance which might
otherwise constitute a legal or equitable discharge of a surety or guarantor; or

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

      SECTION 23. Addresses for Notices. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement, and shall be given to such party at its address or telecopy
number set forth on the signature page hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.

      SECTION 24. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto and shall inure to the benefit of the Lenders;
provided, however, that Pledgor may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each of the Lenders. Any Lender may transfer, assign or grant all or
such relevant part of its rights hereunder in connection with an assignment or
transfer of all or any part of its interest in its Loans in accordance with the
provisions of the Credit Agreement, and such assignee shall thereupon become
vested with all the benefits in respect thereof granted to such Lender herein or
otherwise. All agreements, statements, representations and warranties made by
Pledgor herein or in any certificate or other instrument delivered by Pledgor or
on its behalf under this Agreement shall be considered to have been relied upon
by the Lenders and shall survive the execution and delivery of this Agreement,
the Credit Agreement and the other Financing Documents regardless of any
investigation made by the Lenders or on their behalf.

      SECTION 25. Termination; Release. This Agreement shall create a continuing
pledge, assignment of hypothecation of and security interest in the Collateral
and shall remain in full force and effect until no Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other Secured Obligations are indefeasibly paid in full in cash. This Agreement
shall terminate when all Secured Obligations have been indefeasibly paid in full
in cash and all Commitments have been terminated, and the Administrative Agent,
at the written request and expense of Pledgor, will promptly authorize, execute
and deliver, as applicable, to Pledgor the proper instruments (which may include
Uniform Commercial Code termination statements on form UCC-3) acknowledging the
termination of this Agreement, and will promptly duly assign, transfer and
deliver to Pledgor (without recourse and without any representation or warranty)
free from any interest of the Administrative Agent or Lien granted hereunder
such of the Collateral as may be in possession of the Administrative Agent and
has not theretofore been sold or otherwise applied or released pursuant to this
Agreement together with such notices to third parties as may be necessary to
countermand any notices previously sent to them pursuant hereto.



                                       16
<PAGE>
      SECTION 26. Headings Descriptive, Etc. The headings of the several
sections and subsections of this Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

      SECTION 27. GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN
OR IN THE OPMW CREDIT AGREEMENT, TERMS USED IN ARTICLE 9 OF THE NY UCC ARE USED
HEREIN AS THEREIN DEFINED. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN PLEDGOR AND EACH
SECURED PARTY IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF
LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

      (b)   EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, PLEDGOR AND EACH SECURED
PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT PLEDGOR AND EACH SECURED
PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. PLEDGOR WAIVES IN ALL DISPUTES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

      (c)   PLEDGOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST PLEDGOR OR
ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD FAITH TO
ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. PLEDGOR WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY SECURED
PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS


                                       17
<PAGE>
PARAGRAPH INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS.

      (d)   PLEDGOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      (e)   THE PLEDGOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED
AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW
YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE PLEDGOR TO
RECEIVE FOR AND ON BEHALF OF THE PLEDGOR SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS
SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE PLEDGOR AT ITS
ADDRESS SET FORTH IN ACCORDANCE WITH SECTION 23. THE PLEDGOR FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE PLEDGOR AT ITS SAID ADDRESS, SUCH
SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

      (f)   NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT TO (i) SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (ii)
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION, IN EITHER CASE SOLELY AS PERMITTED IN SUBSECTION (c) OF THIS
SECTION 27.

      SECTION 28. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

      SECTION 29. Limitation of Recourse. Except as otherwise expressly provided
in the Financing Documents and the OPNY Financing Documents, the obligations of
Pledgor hereunder are obligations solely of Pledgor and shall not constitute a
debt or obligation of any direct or indirect partner or shareholder of Pledgor
or holder of any other equity interest Pledgor or any of their respective
directors, officers, agents or employees (each such Person, a "Non-Recourse
Party"). No Non-Recourse Party shall be liable for any amount payable by Pledgor
under this Agreement and the Secured Parties shall not seek a money judgment or
deficiency or personal judgment against any Non-Recourse Party for payment of
the indebtedness payable by Pledgor evidenced by this Agreement. No property or
assets of any Non-Recourse Party, other


                                       18
<PAGE>
than as contemplated in the Financing Documents or the OPNY Financing Documents,
shall be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against Pledgor with respect to this
Agreement or the other Financing Documents or OPNY Financing Documents. The
foregoing acknowledgments, agreements and waivers shall be enforceable by any
Non-Recourse Party. Notwithstanding the foregoing, nothing in this Section shall
limit or affect or be construed to limit or affect the obligations and
liabilities of any Credit Party or any other Non-Recourse Party (a) in
accordance with the terms of any Transaction Document or Financing Document
creating such liabilities and obligations to which such Credit Party or
Non-Recourse Party is a party, (b) arising from liability pursuant to any
applicable Requirement of Law for such Credit Party's or such Non-Recourse
Party's fraudulent actions, knowing misrepresentations or willful misconduct or
(c) with respect to amounts distributed to it in violation of Section 6.10 of
the OPMW Credit Agreement.

      SECTION 30. Subordination. Notwithstanding any provision of this Agreement
or any other Financing Document to the contrary, (i) the security interests
created and granted hereby are subject to, subordinate and inferior to the
security interests created by the First Lien Partnership Interest Pledge
Agreement, in accordance with, and all rights, powers and remedies granted to
the OPMW Administrative Agent thereunder, are subject in all respects to the
terms and conditions of the Intercreditor Agreement, including restrictions on
the right of the OPNY Administrative Agent to give notices, exercise power of
attorney rights, direct or receive payments, hold, control or receive delivery
of any Assignment Collateral or other possessory collateral or to exercise
powers or remedies and to apply proceeds of Collateral; provided, that if and to
the extent the Intercreditor Agreement is amended, supplemented or modified at
any time from time to time and such amendment, supplement or modification could
reasonably be expected to have any adverse effect on the Pledgor's rights,
duties or obligations hereunder or under any other Financing Document, such
amendment, supplement or modification shall not be effective as to the Pledgor
without the Pledgor's prior written acknowledgment (which acknowledgment shall
not be unreasonably conditioned, withheld or delayed) that such amendment,
modification or supplement shall be effective for purposes of this Agreement and
the other Financing Documents, (ii) the OPMW Administrative Agent on behalf of
each of the Secured Parties hereby acknowledges and agrees that the Pledgor
shall not have any duty and obligation with respect to the perfection or
priority of the security interest granted hereunder in and to any of the
Collateral (and no Default or Event of Default shall result or occur) to the
extent (a) such Collateral is in the possession or control of the OPNY
Administrative Agent, (b) such Collateral is not transferred by the OPNY
Administrative Agent to the OPMW Administrative Agent as required pursuant to
the Intercreditor Agreement, (c) such perfection or priority requires any
consent, approval or other action of the OPNY Administrative Agent, or (d) the
OPNY Administrative Agent then maintains a perfected, first priority security
interest in and to Collateral and (iii) no obligations contained in this
Agreement shall require the Pledgor to take or omit to take any action
inconsistent with the terms and conditions of the OPNY Deposit Account Agreement
and/or the Holdco Deposit Account Agreement and no Default or Event of Default
shall arise or result from the taking or omitting of such action.

                  [Remainder of page intentionally left blank]



                                       19
<PAGE>
      IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.



                                 ORION POWER NEW YORK, L.P.

                                 By:  Orion Power New York GP, Inc.,
                                      its general partner


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

                                 Address:    1111 Louisiana Street
                                             Houston, TX 77002
                                             Attn: Senior Vice President-Finance
                                 Telephone:  (713) 207-3160
                                 Telecopy:   (713) 207-0988

                                 With a copy to:
                                 Address:    1111 Louisiana Street
                                             Houston, TX 77002
                                             Attn:  General Counsel
                                 Telephone:  (713) 207-7265
                                 Telecopy:   (713) 393-0140



                                 BANK OF AMERICA, N.A.
                                 not in its individual capacity, but
                                 solely as the OPMW Administrative
                                 Agent


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

                                 Address:    101 North Tryon Street
                                             NC1-001-08-19
                                             Charlotte, NC  28255
                                             Attn: Laura S. Ryan
                                 Telecopy:   (704) 386-3324
<PAGE>
                                                                         ANNEX I
                                                                              TO
                                           PARTNERSHIP INTEREST PLEDGE AGREEMENT


                              Partnership Interests








                             Partnership Agreements
<PAGE>
                                                                     EXHIBIT J-5
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT





                        SECOND LIEN PARTNERSHIP INTEREST
                                PLEDGE AGREEMENT

                                     made by

                          ORION POWER NEW YORK GP, INC.

                                       to

                             BANK OF AMERICA, N.A.,
                          as OPMW Administrative Agent





                          Dated as of: October 28, 2002
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>           <C>                                                            <C>
SECTION 1.    PLEDGE; ASSIGNMENT; GRANT OF SECURITY INTEREST..............    2

SECTION 2.    SECURITY FOR SECURED OBLIGATIONS............................    3

SECTION 3.    PLEDGOR REMAINS LIABLE......................................    3

SECTION 4.    DELIVERY OF COLLATERAL......................................    3

SECTION 5.    NO SUBROGATION..............................................    4

SECTION 6.    REINSTATEMENT...............................................    4

SECTION 7.    REPRESENTATIONS AND WARRANTIES..............................    4

SECTION 8.    FURTHER ASSURANCES..........................................    7

SECTION 9.    VOTING RIGHTS; DISTRIBUTIONS, ETC...........................    7

SECTION 10.   PLACE OF INCORPORATION; PLACE OF PERFECTION; RECORDS........    8

SECTION 11.   AS TO THE PARTNERSHIP AGREEMENTS............................    9

SECTION 12.   COVENANTS...................................................    9

SECTION 13.   OPMW ADMINISTRATIVE AGENT...................................   11

SECTION 14.   OPMW ADMINISTRATIVE AGENT MAY PERFORM.......................   12

SECTION 15.   DUTIES OF THE ADMINISTRATIVE AGENT, PLEDGOR AND OPNY
              BORROWER ENTITIES...........................................   12

SECTION 16.   REMEDIES....................................................   12

SECTION 17.   APPLICATION OF PROCEEDS.....................................   14

SECTION 18.   REMEDIES CUMULATIVE.........................................   14

SECTION 19.   DISCONTINUANCE OF PROCEEDINGS...............................   15

SECTION 20.   INDEMNITY AND EXPENSES......................................   15

SECTION 21.   WAIVER, AMENDMENT; SEVERABILITY.............................   15

SECTION 22.   SECURITY INTEREST ABSOLUTE..................................   15

SECTION 23.   ADDRESSES FOR NOTICES.......................................   17
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>           <C>                                                            <C>
SECTION 24.   SUCCESSORS AND ASSIGNS......................................   17

SECTION 25.   TERMINATION; RELEASE........................................   17

SECTION 26.   HEADINGS DESCRIPTIVE, ETC...................................   18

SECTION 27.   GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE.........   18

SECTION 28.   EXECUTION IN COUNTERPARTS...................................   19

SECTION 29.   LIMITATION OF RECOURSE......................................   19

SECTION 30.   SUBORDINATION...............................................   20
</TABLE>




                                       ii
<PAGE>
                SECOND LIEN PARTNERSHIP INTEREST PLEDGE AGREEMENT


      SECOND LIEN PARTNERSHIP INTEREST PLEDGE AGREEMENT, dated as of October 28,
2002 (this "Agreement"), made by ORION POWER NEW YORK GP, INC., a Delaware
corporation ("Pledgor"), as the obligor hereunder, to BANK OF AMERICA, N.A., as
administrative agent (in such capacity, together with any successors and
assigns, the "OPMW Administrative Agent") for the benefit of the Secured Parties
(as defined in the OPMW Credit Agreement referred to below).

                              W I T N E S S E T H:

      WHEREAS, Pledgor is the sole general partner of (a) Orion Power New York,
L.P., a Delaware limited partnership (the "OPNY Borrower") and (b) each of (i)
Astoria Generating Company, L.P., a Delaware limited partnership, (ii) Carr
Street Generating Station, L.P., a Delaware limited partnership, and (iii) Erie
Boulevard Hydropower, L.P., a Delaware limited partnership (each, an "Operating
Company" and together with the OPNY Borrower, the "OPNY Borrower Entities");

      WHEREAS, Orion Power MidWest, L.P. (the "OPMW Borrower") has entered into
a Second Amended and Restated Credit Agreement, dated as of the Restructuring
Effective Date (as the same may be amended, supplemented or otherwise modified
from time to time, the "OPMW Credit Agreement"), with the OPMW Administrative
Agent, Banc of America Securities LLC and BNP Paribas, as lead arrangers and
joint book runners, Bank of America, N.A., as issuing bank, BNP Paribas, as
syndication agent, The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd, and
Bayerische Hypo-Und Vereinsbank AG, New York Branch, as documentation agents,
and the Lenders named on the signature pages thereto and from time to time
parties thereto (the "OPMW Lenders"), pursuant to which the OPMW Lenders have
agreed, inter alia, to renew, modify and extend credit facilities that were
issued to the OPMW Borrower to finance a portion of the purchase price of the
Portfolio Assets (as defined in the OPMW Credit Agreement) and to provide
working capital availability to the OPMW Borrower;

      WHEREAS, the OPNY Borrower has entered into an Amended and Restated Credit
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "OPNY Credit
Agreement"), with Bank of America, N.A., as Administrative Agent (the "OPNY
Administrative Agent"), Banc of America Securities LLC and BNP Paribas, as lead
arrangers and joint book runners, Bank of America, N.A., as issuing bank, BNP
Paribas, as syndication agent, Union Bank of California, N.A., CoBank, ACB and
Deutsche Bank AG New York and/or Cayman Island Branch, as documentation agents,
and the Lenders named on the signature pages thereto and from time to time
parties thereto (the "OPNY Lenders"), pursuant to which the OPNY Lenders have
agreed, inter alia, to renew, modify and extend credit facilities that were
issued to the OPNY Borrower to finance a portion of the purchase price of the
Portfolio Assets and to provide working capital availability to the OPNY
Borrower;
<PAGE>
      WHEREAS, Pledgor has entered into that certain Partnership Interest Pledge
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "First Lien
Partnership Interest Pledge Agreement"), in favor of the OPNY Administrative
Agent, pursuant to which Pledgor has, among other things, granted a first
priority pledge, assignment and security interest in the Collateral to the OPNY
Administrative Agent;

      WHEREAS, the OPMW Administrative Agent, the OPNY Administrative Agent, the
OPMW Lenders, the OPNY Lenders and Bank of America, N.A., as collateral agent
have entered into a Collateral Agency and Intercreditor Agreement, dated as of
the Restructuring Effective Date (the "Intercreditor Agreement");

      WHEREAS, all capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the OPMW Credit Agreement
and the principles of construction set forth in Section 1.04 of the OPMW Credit
Agreement shall apply hereto; provided, that, the following terms shall have the
meanings set forth in the OPNY Credit Agreement: "Acceptable Reserves",
"Contractual Obligations", "Distributions", "Governing Documents", "Governmental
Approvals", "Governmental Authority", "Lien", "Permitted Lien" and "Portfolio
Asset"; and

      WHEREAS, it is a condition precedent to the obligations of the OPMW
Lenders under the OPMW Credit Agreement that this Agreement shall have been
entered into by the parties hereto and shall be in full force and effect;

      NOW, THEREFORE, in consideration of the foregoing and in order to induce
the OPMW Lenders to enter into the OPMW Credit Agreement, to make available to
the OPMW Borrower such credit facilities and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

      SECTION 1. Pledge; Assignment; Grant of Security Interest. Pledgor hereby
pledges, hypothecates and assigns to the OPMW Administrative Agent, and hereby
grants to the OPMW Administrative Agent for the benefit of the Secured Parties,
a second priority pledge and assignment of, and a second priority security
interest in, all of its right, title and interest in and to the following (the
"Collateral"):

      (a)   All general and limited partnership interests now owned or hereafter
acquired by Pledgor in and to each OPNY Borrower Entity (collectively, the
"Partnership Interests") and the partnership agreement relating to each OPNY
Borrower Entity (collectively, the "Partnership Agreements") and all rights
related thereto, including (i) all rights of Pledgor as a general or limited
partner, as the case may be, and all rights to receive distributions, cash,
instruments and other property from time to time receivable or otherwise
distributable in respect of any Partnership Interest or pursuant to any
Partnership Agreement, (ii) all rights of Pledgor to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to any Partnership
Interest or any Partnership Agreement, (iii) all claims of Pledgor for damages
arising out of or for breach of or default under any Partnership Agreement, (iv)
the right of Pledgor to terminate any Partnership Agreement, to perform and
exercise consensual or voting rights thereunder and to


                                       2
<PAGE>
compel performance and otherwise exercise all remedies thereunder, (v) all
rights of Pledgor as a general or limited partner of any of the OPNY Borrower
Entities, to any property and assets of the OPNY Borrower Entities (whether real
property, inventory, equipment, contract rights, accounts, receivables, general
intangibles, securities, instruments, chattel paper, documents, chooses in
action or otherwise), and (vi) all certificates or instruments evidencing an
ownership or partnership interest in the OPNY Borrower Entities or their assets;
and

      (b)   to the extent not included in the foregoing, all proceeds of any and
all of the foregoing (including, without limitation, proceeds that constitute
property of the types described above).

      SECTION 2. Security for Secured Obligations. This Agreement secures the
prompt and complete payment and performance of all obligations of Pledgor under
the OPNY Guarantee (collectively, the "Secured Obligations").

      SECTION 3. Pledgor Remains Liable. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable under each Partnership
Agreement and the other contracts and agreements included in the Collateral to
the extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b)
the exercise by any Secured Party of any of the rights hereunder shall not
release Pledgor from any of its duties or obligations under the contracts and
agreements included in the Collateral and (c) neither the OPMW Administrative
Agent nor any Secured Party shall have any obligation or liability under the
contracts and agreements included in the Collateral or otherwise by reason of
this Agreement, nor shall the OPMW Administrative Agent or any Secured Party be
obligated to perform any of the obligations or duties of Pledgor thereunder or
to take any action to collect or enforce any claim assigned hereunder.

      SECTION 4. Delivery of Collateral. All certificates or instruments
representing or evidencing the Collateral at any time shall be delivered to and
held by or on behalf of the OPNY Administrative Agent pursuant to the First Lien
Partnership Interest Pledge Agreement and shall be in suitable form for transfer
by delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, in accordance with the terms and conditions of the
Intercreditor Agreement and otherwise in form and substance satisfactory to the
OPMW Administrative Agent. During any period after the First Lien Partnership
Interest Pledge Agreement has terminated in accordance with its terms, the OPMW
Administrative Agent shall have the right, upon the occurrence and continuance
of an Event of Default, in its discretion and without notice to Pledgor, to
transfer to or to register in the name of the OPMW Administrative Agent or any
of its nominees any or all of the Collateral then held by the OPMW
Administrative Agent, subject only to compliance with Requirements of Law, the
terms and conditions of the OPMW Credit Agreement and the Intercreditor
Agreement, the revocable rights specified in Section 9(a) and the provisions of
Section 30. In addition, to the extent certificates or instruments are held by
the OPMW Administrative Agent, the OPMW Administrative Agent shall have the
right at any time to exchange certificates or instruments representing or
evidencing Collateral for certificates or instruments of smaller or larger
denominations.



                                       3
<PAGE>
      SECTION 5. No Subrogation. Pledgor shall not exercise any rights which it
may acquire by way of subrogation under this Agreement, by any payments made
hereunder or otherwise, until all Secured Obligations shall have been
indefeasibly paid in full in cash and all Commitments have been terminated. If
any amount shall be paid to Pledgor on account of such subrogation rights at any
time when all Secured Obligations shall not have been indefeasibly paid in full
in cash (whether pursuant to a claim in any bankruptcy or similar proceeding or
otherwise) or when any Commitment shall remain outstanding, such amount shall be
held in trust for the benefit of the OPMW Administrative Agent and the Secured
Parties and shall forthwith be paid to the OPMW Administrative Agent to be
credited and applied to the Secured Obligations, whether matured or unmatured,
in accordance with Section 17.

      SECTION 6. Reinstatement. This Agreement shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Secured Obligations is rescinded or must otherwise be
restored or returned by any Secured Party upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Pledgor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, Pledgor or any substantial part of its property, or
otherwise, all as though such payments had not been made.

      SECTION 7. Representations and Warranties. Pledgor represents and warrants
as follows:

      (a)   Pledgor (i) is duly formed, validly existing and in good standing
under the laws of the State of Delaware, (ii) has all requisite power and
authority to own its property and assets, to borrow money and to transact the
business in which it is presently engaged and in which it proposes to be
engaged, (iii) has duly qualified and is authorized to do business and is in
good standing in every jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary, except where the
failure to be so qualified could not reasonably be expected to have a material
adverse effect on any Portfolio Asset and (iv) is in full compliance with its
Governing Documents, all material Contractual Obligations, all applicable
material Requirements of Law and all material Governmental Approvals, except in
each case of this clause (iv) to the extent that the failure to comply with any
of the foregoing could not reasonably be expected to have a Material Adverse
Effect. As of the date hereof, (x) Pledgor is the sole General Partner of the
OPNY Borrower; (y) the Operating Companies are the only Subsidiaries of the OPNY
Borrower; and (z) Pledgor is the sole General Partner of each Operating Company.

      (b)   The execution, delivery and performance by Pledgor of this Agreement
and the consummation of the transactions contemplated hereby (i) are within its
powers, (ii) have been duly authorized by all necessary corporate action, (iii)
do not and will not contravene (A) its Governing Documents or (B) any material
Requirement of Law, any material Contractual Obligation or any material
Governmental Approval binding on or affecting it and (iv) do not and will not
conflict with or be inconsistent with or result in any breach of any of the
material terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien (except Permitted Liens) upon any


                                       4
<PAGE>
of its properties or assets pursuant to, the terms of any material Contractual
Obligation binding on or affecting it.

      (c)   Pledgor has duly executed and delivered this Agreement and this
Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity.

      (d)   No approval of any Person (except for any Governmental Authority),
except such as have been duly obtained, made or given, and are in full force and
effect, is required to authorize, or is required in connection with (i) the
execution, delivery or performance of this Agreement by Pledgor or the
consummation of any of the transactions contemplated hereby, (ii) the legality,
validity, binding effect or enforceability of this Agreement or the perfection
and maintenance of the security interest created hereby (including the second
priority nature of such security interest) or (iii) for the exercise by the OPMW
Administrative Agent of the voting or other rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement (including Section 30 hereof and the Intercreditor Agreement), except,
in each case, for any approval of any such Person the absence of which could not
reasonably be expected to have a material adverse effect on the ability of the
Administrative Agent to exercise voting rights or remedies in respect of the
Collateral.

      (e)   Each Partnership Agreement, true and complete copies of which have
been furnished to the OPMW Administrative Agent, has been duly authorized,
executed and delivered by Pledgor and is in full force and effect and is binding
upon and enforceable against Pledgor in accordance with its terms, except as
enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) general principles of equity. There exists
no default under any Partnership Agreement.

      (f)   This Agreement creates a valid security interest in the Collateral
purported to be pledged and assigned by Pledgor hereunder securing the payment
of the Secured Obligations.

      (g)   Upon the filing of the financing statements (the "Financing
Statements") referenced in Schedule I hereof under the Uniform Commercial Code
as in effect in the State of Delaware (the "Delaware UCC"), the security
interest created hereby shall be perfected under the Delaware UCC, to the extent
that the Collateral constitutes "general intangibles" (as defined in the
Delaware UCC) and no further filings or other actions are necessary to perfect
such security interest. Upon filing of such Financing Statements pursuant to the
Delaware UCC, such security interests, as so perfected, shall be second priority
security interests.

      (h)   When any certificates or instruments evidencing the Collateral shall
be delivered hereunder and endorsed to, or registered in favor of, the OPMW
Administrative Agent in accordance with Section 8-106 of the Uniform Commercial
Code as in effect in the State of New York (the "NY UCC") or the State of North
Carolina (the "NC UCC"), and for so long as such certificates or instruments
shall remain in the possession of the OPNY Administrative Agent (as


                                       5
<PAGE>
contemplated by the terms of the Intercreditor Agreement) or the OPMW
Administrative Agent in the State of New York or the State of North Carolina,
the security interest in such Collateral created hereby shall be perfected under
the NY UCC or the NC UCC, as applicable, and such security interest, as so
perfected, will be a second priority security interest subject only to the lien
of the OPNY Administrative Agent under the First Lien Borrower Security
Agreement, it being acknowledged and agreed that, unless and until permitted in
accordance with the terms and conditions of Section 30 and the Intercreditor
Agreement, the certificates and instruments evidencing the Collateral shall be
delivered and endorsed to, or be registered as a first lien in favor of, and
shall remain in possession of, the OPNY Administrative Agent, and that
notwithstanding any provisions of any Financing Documents, no breach, Default or
Event of Default shall occur or exist as a result thereof.

      (i)   The security interest created by this Agreement in the Collateral
described in clause (a) of Section 1 hereof has been registered as a
subordinated, second lien in the name of the OPMW Administrative Agent in the
register maintained for such purpose at the chief executive office and principal
place of business of the OPNY Borrower and each Operating Company, as
applicable, and, to the extent that such Collateral constitutes "uncertificated
securities" (as defined in the Delaware UCC), such security interest is
perfected under the Delaware UCC and, as so perfected, is a second priority
security interest.

      (j)   The chief place of business and chief executive office of Pledgor
and the office where Pledgor keeps its records concerning the Collateral is set
forth under its name on the signature page hereof.

      (k)   Pledgor is the legal and beneficial owner of the Collateral
purported to be pledged and assigned by it hereunder, free and clear of any
Lien, other than Permitted Liens, including the security interest granted to the
OPNY Administrative Agent under the First Lien Partnership Interest Pledge
Agreement. No effective financing statement or other instrument similar in
effect covering all or any part of such Collateral has been executed or
authorized by Pledgor or, is on file in any recording office, except such as may
have been filed in favor of (i) the OPMW Administrative Agent relating to this
Agreement or (ii) the OPNY Administrative Agent relating to the First Lien
Partnership Interest Pledge Agreement (as hereinafter defined). Pledgor has no
trade name.

      (l)   There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.

      (m)   No part of the Collateral is subject to the terms of any agreement
restricting the sale or transfer of such Collateral, except for the Partnership
Agreements, the Financing Documents and the Financing Documents (as defined in
the OPNY Credit Agreement, the "OPNY Financing Documents").

      (n)   Except as set forth on Schedule 4.05 of the Credit Agreement, there
is no (i) injunction, writ, preliminary restraining order or order of any nature
issued by an arbitrator, court or other Governmental Authority against Pledgor
in connection with the transactions provided for herein, or (ii) action, suit,
arbitration, litigation, investigation or proceeding of or before any


                                       6
<PAGE>
arbitrator or Governmental Authority pending against Pledgor or, to Pledgor's
knowledge, threatened against Pledgor which would reasonably be expected to
materially adversely affect the right or ability of Pledgor to fulfill its
obligations under this Agreement.

      (o)   Pledgor has, independently and without reliance upon the OPMW
Administrative Agent and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.

      SECTION 8. Further Assurances. (a) Subject to and without limiting Section
7(h) and Section 30 hereof and the Intercreditor Agreement, Pledgor agrees that
from time to time, at the expense of Pledgor, Pledgor will promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary, or that the OPMW Administrative Agent may reasonably request,
in order to perfect and protect the pledge, assignment, hypothecation and
security interest granted or purported to be granted hereby or to enable the
OPMW Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of the
foregoing, Pledgor will (i) execute and file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as may
be necessary, or as the OPMW Administrative Agent may reasonably request, in
order to perfect and preserve the assignment, hypothecation and security
interest granted or purported to be granted hereby; and (ii) mark conspicuously,
at the request of the OPMW Administrative Agent, each of its records pertaining
to the Collateral with a legend, in form and substance reasonably satisfactory
to the OPMW Administrative Agent, indicating that the Partnership Agreements and
such chattel paper have been assigned and are subject to the subordinated,
second lien security interest pursuant hereto.

      (b)   Pledgor hereby further authorizes the OPMW Administrative Agent to
file one or more financing or continuation statements, and amendments thereto,
relative to all or any part of the Collateral without the signature of Pledgor
where permitted by law. A photocopy or other reproduction of this Agreement or
any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

      SECTION 9. Voting Rights; Distributions, Etc. (a) So long as any
Obligations are outstanding, the Pledgor shall not be entitled to any payments
or distributions (whether cash or non-cash) pursuant to the Partnership
Agreements, except payments or distributions from the Borrower that are directly
distributed from Pledgor to Holdco in accordance with the Holdco Deposit Account
Agreement. So long as no Event of Default shall have occurred and be continuing,
but subject, nevertheless, at all times to the restrictions imposed by the terms
and conditions of the OPNY Credit Agreement, during any period after the First
Lien Partnership Interest Pledge Agreement has terminated in accordance with its
terms, Pledgor shall be entitled to exercise any and all management, voting and
other partnership rights pertaining to any Collateral (including but not limited
to any partnership interest or Partnership Agreement) and the OPNY Borrower
Entities for any purpose not inconsistent with the terms of this Agreement or
any other OPNY Financing Document; provided, however, that Pledgor shall
exercise, or refrain from exercising, any such right if such action or inaction
would have a material adverse effect on the attachment, perfection, creation or
priority of the security interest in the Collateral or any part thereof as
herein granted.


                                       7
<PAGE>
      (b)   If Pledgor receives any distributions in respect of the Collateral
purported to be pledged and assigned by it hereunder, such distributions shall
be promptly delivered to the Collateral Agent to deposit in the Holdco Accounts
pursuant to the Holdco Deposit Account Agreement, or, if such distributions are
in connection with a partial or total liquidation or are non-cash distributions,
to the OPMW Administrative Agent to hold as Collateral and shall, if received by
Pledgor, be received in trust for the benefit of the OPMW Administrative Agent,
be segregated from the other property or funds of Pledgor and be forthwith
delivered to the OPMW Administrative Agent as Collateral in the same form as so
received (with any necessary endorsement or assignment).

      (c)   Upon the occurrence and during the continuance of an Event of
Default during any period after the First Lien Partnership Interest Pledge
Agreement has terminated in accordance with its terms:

                  (i)   Immediately upon Pledgor's receipt of written notice
      from the OPMW Administrative Agent that the OPMW Administrative Agent
      intends to act pursuant to this clause (c)(i), all rights of Pledgor to
      exercise or refrain from exercising the voting and other consensual rights
      which it would otherwise be entitled to exercise shall thereupon become
      exercisable by the OPMW Administrative Agent, acting in good faith, who
      shall have the sole right to exercise or refrain from exercising such
      voting and other consensual rights unless and until such Event of Default
      ceases to exist.

                  (ii)  All rights of Pledgor to receive the distributions, if
      any, which it would otherwise be authorized to receive and retain,
      pursuant to Section 9(a) and (b), above, shall become exercisable, subject
      to the terms of the First Lien Partnership Interest Pledge Agreement and
      the Intercreditor Agreement, by the OPMW Administrative Agent who shall
      thereupon have the sole right to receive and hold as Collateral such
      distributions unless and until such Event of Default ceases to exist.

                  (iii) All distributions which are received by Pledgor contrary
      to the provisions of clause (ii), above, subject to the terms of the First
      Lien Partnership Interest Pledge Agreement and the Intercreditor
      Agreement, shall be received in trust for the benefit of the OPMW
      Administrative Agent, shall be segregated from other funds of Pledgor and
      shall be forthwith paid over to the OPMW Administrative Agent as
      Collateral in the same form as so received (with any necessary
      endorsement) for application pursuant to Section 17.

      SECTION 10. Place of Incorporation; Place of Perfection; Records. Pledgor
is incorporated in the State of Delaware, and Pledgor's exact legal name is
Orion Power New York GP, Inc. Pledgor will not change its jurisdiction of
incorporation or its name without having given the OPMW Administrative Agent not
less than 30 days' prior written notice of its intention to do so, clearly
describing to the OPMW Administrative Agent such new jurisdiction or name and
providing such other information and taking any action in connection therewith
as the OPMW Administrative Agent may reasonably request. Pledgor shall keep its
place of business and chief executive office and the office where it keeps its
records concerning the Collateral, and original copies of each Partnership
Agreement and of all other chattel paper which evidence the


                                       8
<PAGE>
Collateral, at its address specified on the signature pages hereof; or, upon 30
days' prior written notice to the OPMW Administrative Agent, at such other
location in a jurisdiction where all action required by Section 8 shall have
been taken with respect to the Collateral. Pledgor will hold and preserve such
records and will permit representatives of the OPMW Administrative Agent at any
time, upon reasonable prior notice, during normal business hours to inspect and
make abstracts from such records.

      SECTION 11. As to the Partnership Agreements. (a) Pledgor shall at its
expense perform and observe all the terms and provisions to be performed or
observed by it under each Partnership Agreement, maintain each Partnership
Agreement in full force and effect, enforce each Partnership Agreement in
accordance with its terms, and take all such action to such end as may be from
time to time reasonably requested by the OPMW Administrative Agent.

      (b)   Pledgor shall not:

                  (i)   sell, assign (by operation of law or otherwise) or
      otherwise dispose of any of the Collateral, or create or suffer to exist
      any Lien upon or with respect to any of the Collateral, except for the
      pledge, assignment, hypothecation and security interest created by this
      Agreement, the First Lien Partnership Interest Pledge Agreement and
      Permitted Liens;

                  (ii)  cancel or terminate any Partnership Agreement or consent
      to or accept any cancellation or termination thereof;

                  (iii) amend or otherwise modify in a material respect any
      Partnership Agreement; or

                  (iv)  waive any material default under or material breach of
      any Partnership Agreement.

      SECTION 12. Covenants. Pledgor covenants and agrees that so long as any
OPMW Lender shall have any Commitment outstanding and until the Notes, together
with interest, and all other Secured Obligations are indefeasibly paid in full
in cash, unless the OPMW Administrative Agent shall otherwise consent in
writing, Pledgor:

      (a)   Maintenance of Register. Will cause each OPNY Borrower Entity to
maintain at all times a register at its chief place of business and chief
executive office in which the subordinated, second lien security interest in the
Collateral granted hereby to the OPMW Administrative Agent, to the extent that
the same constitutes "uncertificated securities" (as defined in the Delaware
UCC), shall be evidenced.

      (b)   Preservation of Existence, Etc. Will preserve and maintain, and will
cause each OPNY Borrower Entity to preserve and maintain, its lawful existence,
rights (charter and statutory), and franchises in accordance with the
Transaction Documents.

      (c)   Compliance with Law. Will comply with all material Requirements of
Law and material Governmental Approvals applicable to it, except when any such
Requirement of Law or


                                       9
<PAGE>
Governmental Approval is being contested in good faith and by appropriate
proceedings and for which Acceptable Reserves have been established, or except
in each case where the failure to so comply could not reasonably be expected to
have a material adverse effect on any Portfolio Asset.

      (d)   Nature of Business. Will not change its legal form or Governing
Documents (other than to (i) change its name, (ii) add, replace or eliminate
offices and/or officers, and/or (iii) replace any director, or add to or reduce
the number of directors comprising the board so long as such addition,
replacement or reduction does not eliminate the independent director or modify
the nature of the independent director's powers in any way), change its fiscal
year or engage in any business other than being a general partner of the OPNY
Borrower Entities.

      (e)   Jurisdiction of Organization. Will cause each OPNY Borrower Entity
at all times to be a limited partnership organized under the laws of the State
of Delaware.

      (f)   Bankruptcy. Will not file a voluntary petition or otherwise initiate
proceedings to have any OPNY Borrower Entity adjudicated bankrupt or insolvent,
or consent to the institution of bankruptcy or insolvency proceedings against
any OPNY Borrower Entity, or file a petition seeking or consenting to
reorganization or relief of any OPNY Borrower Entity as debtor under any
applicable federal or state law relating to bankruptcy, insolvency, or other
relief for debtors with respect to any OPNY Borrower Entity; or seek or consent
to the appointment of any trustee, receiver, conservator, assignee,
sequestrator, custodian, liquidator (or other similar official) of any OPNY
Borrower Entity or of all or any substantial part of the properties and assets
of any OPNY Borrower Entity, or make any general assignment for the benefit of
creditors of any OPNY Borrower Entity, or admit in writing the inability of any
OPNY Borrower Entity to pay its debts generally as they become due or declare or
effect a moratorium on the debt of any OPNY Borrower Entity or take any action
in furtherance of any of the foregoing.

      (g)   Taxes. Will cause to be paid or discharged (whether by it or any of
its Affiliates, or otherwise) all taxes, assessments and governmental charges or
levies lawfully imposed upon it, any OPNY Borrower Entity or upon any of their
respective income or profits or upon any of the Portfolio Assets or the
Collateral and all lawful claims or obligations that, if unpaid, would become a
Lien upon the Collateral (as defined in the OPNY Credit Agreement), whether real
or personal, the Collateral (as defined in this Agreement) or upon any part
thereof. Pledgor or the applicable OPNY Borrower Entity shall have the right,
however, to contest in good faith the validity or amount of any such tax,
assessment, charge, levy, claim or obligation by proper proceedings, and may
permit the taxes, assessments, charges, levies, claims or obligations so
contested to remain unpaid during the period of such contest if: (a) Pledgor or
such OPNY Borrower Entity diligently prosecutes such contest in good faith and
by appropriate proceedings and for which Acceptable Reserves have been
established; (b) during the period of such contest, the enforcement of any
contested item is effectively stayed; and (c) the failure to pay or comply with
the contested item could not reasonably be expected to result in a material
adverse effect on the Collateral.

      (h)   Operations Matters. In the conduct of its business and operations,
Pledgor shall, and shall cause each OPNY Borrower Entity to:



                                       10
<PAGE>
                  (i)   maintain books and records, separate from those of any
      other Person;

                  (ii)  maintain its bank accounts and all its other assets
      separate from those of any other Person;

                  (iii) hold regular shareholder or partnership meetings, as
      appropriate, to conduct its business, and observe all other corporate or
      partnership formalities, as the case may be;

                  (iv)  hold itself out to creditors and the public as a legal
      entity separate and distinct from any other Person;

                  (v)   prepare separate financial statements, or if part of a
      consolidated or combined group, then it shall be shown as a separate
      member of such group, including in a footnote(s) to the relevant financial
      statements disclosing its separate existence and identity and the
      existence of its own assets;

                  (vi)  allocate and charge fairly and reasonably any common
      employee or overhead shared with Affiliates;

                  (vii) transact all business with Affiliates on an arm's-length
      basis and to enter into transactions with Affiliates on an arm's-length
      basis;

                  (viii) conduct business in its own name;

                  (ix)  with regard to each OPNY Borrower Entity, maintain a
      sufficient number of employees in light of such OPNY Borrower Entity's
      contemplated business operations;

                  (x)   correct any misunderstanding regarding its separate
      identity of which Pledgor has actual knowledge;

                  (xi)  not identify itself in writing as a division of any
      other Person; and

                  (xii) maintain adequate capital in light of its contemplated
      business operations.

      (i)   Assets. Will not own or acquire any asset other than the Collateral
and Distributions permitted by the OPNY Financing Documents and other assets
having an aggregate value in excess of $50,000.

      (j)   Indebtedness. Will not incur Indebtedness other than Permitted
Indebtedness (in its capacity as the general partner of the OPNY Borrower
Entities).

      SECTION 13. OPMW Administrative Agent. Bank of America, N.A. has been
appointed by the Secured Parties to act as the OPMW Administrative Agent
hereunder. Pledgor


                                       11
<PAGE>
hereby appoints the OPMW Administrative Agent as Pledgor's attorney-in-fact,
with full authority in the place and stead of Pledgor and in the name of Pledgor
or otherwise, from time to time in the OPMW Administrative Agent's discretion at
any time that an Event of Default shall have occurred and be continuing during
any period after the First Lien Partnership Interest Pledge Agreement has
terminated in accordance with its terms, to take any action and to execute any
instrument which the OPMW Administrative Agent may deem necessary or advisable
to accomplish the purposes of this Agreement, including to ask, demand, collect,
sue for, recover, compound, receive and give acceptance and receipts for moneys
due and to become due under or in connection with the Collateral, to receive,
indorse, and collect any drafts or other instruments, documents and chattel
paper in connection therewith, to file any claims or take any action or
institute any proceedings which the OPMW Administrative Agent may deem to be
necessary or desirable for the collection thereof or to enforce compliance with
the terms and conditions of any Partnership Agreement, and to sell assign, lease
or otherwise dispose of the Collateral or any part thereof pursuant to this
Agreement. Such appointment is coupled with an interest and is irrevocable.

      SECTION 14. OPMW Administrative Agent May Perform. If Pledgor fails to
perform any agreement contained herein, the OPMW Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the OPMW
Administrative Agent incurred in connection therewith shall be payable by
Pledgor under Section 20(b).

      SECTION 15. Duties of the Administrative Agent, Pledgor and OPNY Borrower
Entities. (a) The powers conferred on the OPMW Administrative Agent hereunder
are solely to protect its interest in the Collateral and shall not impose any
duty upon it to exercise any such powers. Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the OPMW Administrative Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral and no such
duties shall be implied as arising hereunder.

      (b)   It is expressly agreed, anything herein contained to the contrary
notwithstanding, that Pledgor and each OPNY Borrower Entity shall remain liable
to perform all of their respective obligations, if any, assumed by them with
respect to the Collateral and the OPMW Administrative Agent and the OPMW Lenders
shall have no obligations or liabilities with respect to any Collateral by
reason of or arising out of or in connection with this Agreement, nor shall the
OPMW Administrative Agent or the OPMW Lenders be required or obligated in any
manner to perform or fulfill any of the obligations of Pledgor or any OPNY
Borrower Entity under or with respect to any Collateral.

      SECTION 16. Remedies. If any Event of Default shall have occurred and be
continuing, subject to the terms of Section 9, Section 30 and compliance with
Requirements of Law and the terms of the Intercreditor Agreement:

      (a)   The OPMW Administrative Agent may exercise any and all rights and
remedies of Pledgor under or in connection with any Partnership Agreement, the
Partnership Interests or otherwise in respect of the Collateral, including any
and all rights of Pledgor to demand or


                                       12
<PAGE>
otherwise require payment of any amount under, or performance of any provision
of, any Partnership Agreement and all rights of Pledgor to control the operation
of the OPNY Borrower Entities.

      (b)   All payments received by Pledgor under or in connection with any
Partnership Agreement, the Partnership Interests, or otherwise in respect of the
Collateral shall be received in trust for the benefit of the OPMW Administrative
Agent, shall be segregated from other funds of Pledgor and shall be forthwith
paid over to the OPMW Administrative Agent in the same form as so received (with
any necessary endorsement).

      (c)   Any Collateral repossessed by the OPMW Administrative Agent under or
pursuant to this Section 16 or any other provision hereof and in accordance with
Section 30 hereof and the Intercreditor Agreement, and any other Collateral
whether or not so repossessed by the OPMW Administrative Agent, may be sold,
assigned, leased or otherwise disposed of under one or more contracts or as an
entirety, and without the necessity of gathering at the place of sale the
property to be sold, and in general in such manner, at such time or times, at
such place or places and on such terms as the OPMW Administrative Agent may,
upon written direction in compliance with any mandatory requirements of any
Requirement of Law, determine to be commercially reasonable. Any such
disposition which shall be a private sale or other private proceeding permitted
by such requirements shall be made upon not less than 10 days' written notice to
Pledgor (except that, if the OPMW Administrative Agent shall determine, in its
sole discretion, that any of the Collateral threatens to decline quickly in
value or to become worthless, any such sale may be made upon three days' notice
to Pledgor) specifying the time at which such disposition is to be made and the
intended sale price or other consideration therefor, and shall be subject, for
the 10 days after the giving of such notice, to the right of Pledgor or any
nominee of Pledgor to acquire the Collateral involved at a price or for such
other consideration at least equal to the intended sale price or other
consideration so specified. To the extent permitted by Requirements of Law, the
OPMW Administrative Agent on behalf of the OPMW Lenders may bid for and become
the purchaser of the Collateral or any item thereof, offered for sale in
accordance with this Section 16. If, under mandatory requirements of any
Requirement of Law, the OPMW Administrative Agent shall be required to make
disposition of the Collateral within a period of time which does not permit the
giving of notice to Pledgor as hereinabove specified, the OPMW Administrative
Agent need give Pledgor only such notice of disposition as shall be reasonably
practicable in view of such mandatory requirements of any Requirement of Law.

      (d)   The OPMW Administrative Agent, in addition to any rights now or
hereafter existing under any applicable Requirement of Law, shall have all
rights as a secured creditor under the Uniform Commercial Code or any other
applicable Requirement of Law in all relevant jurisdictions.

      (e)   Waiver of Claims. Except as otherwise provided in this Agreement,
PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE OPMW ADMINISTRATIVE
AGENT TAKING POSSESSION OR THE OPMW ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF
THE COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW,
INCLUDING ANY AND ALL


                                       13
<PAGE>
PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH
RIGHT WHICH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE
OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and
Pledgor hereby further waives:

                  (i)   all damages occasioned by such taking of possession
      except any damages which are the direct result of the gross negligence or
      willful misconduct of either of the OPMW Administrative Agent or any
      Person acting on its behalf or instruction;

                  (ii)  all other requirements as to the time, place and terms
      of sale or other requirements with respect to the enforcement of the OPMW
      Administrative Agent's rights hereunder; and

                  (iii) all rights of redemption, appraisement, valuation, stay,
      extension or moratorium now or hereafter in force under any Requirements
      of Law in order to prevent or delay the enforcement of this Agreement
      (including any right to claim that such enforcement should be stayed
      pending the outcome of any other action or proceeding (including any
      arbitration proceeding)) or the absolute sale of the Collateral or any
      portion thereof, and Pledgor, for itself and all who may claim under it,
      insofar as it or they now or hereafter lawfully may, hereby waives the
      benefit of all such Requirements of Law.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall, to the extent permitted by Requirements of Law, operate to
divest all right, title, interest, claim and demand, either at law or in equity,
of Pledgor therein and thereto, and shall be a perpetual bar both at law and in
equity against Pledgor and against any and all Persons claiming or attempting to
claim the Collateral so sold, optioned or realized upon, or any part thereof,
from, through and under Pledgor.

      SECTION 17. Application of Proceeds. Notwithstanding any other provision
of this Agreement but subject to Section 30 hereof and the Intercreditor
Agreement, all payments made under or in connection with this Agreement, and all
moneys collected by the OPMW Administrative Agent upon any sale or other
disposition of the Collateral pursuant to Section 16, together with all other
moneys received by the OPMW Administrative Agent hereunder, shall be applied in
accordance with the Financing Documents. For the avoidance of doubt, it is
understood that Pledgor shall remain liable to the extent of any deficiency
between the amount of all moneys collected by the OPMW Administrative Agent upon
any such sale or other disposition of the Collateral and the aggregate amount of
the Secured Obligations.

      SECTION 18. Remedies Cumulative. No failure or delay on the part of the
OPMW Administrative Agent or any Secured Party in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between Pledgor and the OPMW Administrative Agent or any Secured Party
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Financing Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in


                                       14
<PAGE>
any other Financing Document expressly provided are cumulative and not exclusive
of any rights, powers or remedies which the OPMW Administrative Agent or any
Secured Party would otherwise have. No notice to or demand on Pledgor in any
case shall entitle Pledgor to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the OPMW
Administrative Agent or any Secured Party to any other or further action in any
circumstances without notice or demand.

      SECTION 19. Discontinuance of Proceedings. In case the OPMW Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the OPMW Administrative Agent, then and in every such
case Pledgor, the OPMW Administrative Agent and each holder of any of the
Secured Obligations shall be restored to their former positions and rights
hereunder with respect to the Collateral subject to the security interest
created under this Agreement, and all rights, remedies and powers of the OPMW
Administrative Agent shall continue as if no such proceeding had been
instituted.

      SECTION 20. Indemnity and Expenses. (a) Pledgor agrees to indemnify and
hold harmless the OPMW Administrative Agent and each Secured Party from and
against any and all claims, losses and liabilities arising out of or resulting
from the Collateral or Pledgor's pledge and assignment under this Agreement
(including enforcement against Pledgor of this Agreement), except claims, losses
or liabilities resulting from the OPMW Administrative Agent's or any Secured
Party's gross negligence or willful misconduct.

      (b)   Pledgor will upon demand pay to the OPMW Administrative Agent or any
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the OPMW Administrative Agent or any Secured Party may incur in connection with
(i) the administration of this Agreement, (ii) the sale of, collection from, or
other realization upon, any of the Collateral of Pledgor, (iii) the exercise or
enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the OPMW Administrative Agent or any Secured Party
hereunder against Pledgor or (iv) the failure by Pledgor to perform or observe
any of the provisions hereof.

      SECTION 21. Waiver, Amendment; Severability No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations or of such provision or obligation in
any other jurisdiction shall not in any way be affected or impaired thereby.

      SECTION 22. Security Interest Absolute. The obligations of Pledgor under
this Agreement are independent of the Secured Obligations, and, subject to
Section 30 and the


                                       15
<PAGE>
Intercreditor Agreement, a separate action or actions may be brought and
prosecuted against Pledgor to enforce this Agreement, irrespective of whether
any action is brought against the OPMW Borrower, any other pledgor or any
guarantor of the Secured Obligations or whether the OPMW Borrower, any other
pledgor or any guarantor of the Secured Obligations is joined in any such action
or actions. All rights of the OPMW Administrative Agent and the assignment,
hypothecation and security interest hereunder, and all obligations of Pledgor
hereunder, shall be absolute and unconditional, to the extent permitted by
applicable Requirements of Law, irrespective of:

      (a)   any lack of validity or enforceability of this Agreement, the OPMW
Credit Agreement, any other Financing Document or any other agreement or
instrument relating to any thereof, the absence of any action to enforce the
same, any release of Pledgor, any Credit Party or any other Credit Party (as
defined in the OPNY Credit Agreement, the "OPNY Credit Party"), the recovery of
any judgment against Pledgor, any Credit Party or any other OPNY Credit Party,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of Pledgor;

      (b)   any occurrence or condition whatsoever, including (i) any
compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations of Pledgor, any Credit
Party or any other OPNY Credit Party contained in this Agreement, the OPMW
Credit Agreement or any other Financing Document, (ii) any impairment,
modification, release or limitation of the liability of Pledgor, any Credit
Party or any other OPNY Credit Party or any of their estates in bankruptcy, or
any remedy for the enforcement thereof, resulting from the operation of any
present or future provision of any applicable bankruptcy law, as amended, or
other statute or from the decision of any court, (iii) the assertion or exercise
by Pledgor, the OPMW Administrative Agent or any other Secured Party of any
rights or remedies, (iv) the assignment or the purported assignment of any
property as security for the Secured Obligations, including all or any part of
the rights of Pledgor under this Agreement, (v) the extension of the time for
payment by Pledgor, any Credit Party or any other OPNY Credit Party or any other
guarantor of any payments or other sums or any part thereof owing or payable
under any of the terms and provisions of any Financing Document or of the time
for performance by Pledgor, any Credit Party or any other OPNY Credit Party of
any other obligations under or arising out of any terms or provisions or the
extension of the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of Pledgor,
any Credit Party or any other OPNY Credit Party set forth in any Financing
Document, (vii) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all of the assets, marshalling of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of, or other similar proceeding affecting Pledgor, any Credit Party or any other
OPNY Credit Party or any of their respective assets, or the disaffirmancy of
this Agreement or any Financing Document in any such proceeding, (viii) the
release or discharge of Pledgor, any Credit Party or any other OPNY Credit Party
from the performance or observance of any agreement, covenant, term or condition
contained in any of such instruments by operation of law, (ix) the
unenforceability of this Agreement or any Financing Document or (x) any other


                                       16
<PAGE>
circumstance which might otherwise constitute a legal or equitable discharge of
a surety or guarantor; or

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

      SECTION 23. Addresses for Notices. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement, and shall be given to such party at its address or telecopy
number set forth on the signature page hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.

      SECTION 24. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto and shall inure to the benefit of the OPMW
Lenders; provided, however, that Pledgor may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the
Administrative Agent and each of the OPMW Lenders. Any OPMW Lender may transfer,
assign or grant all or such relevant part of its rights hereunder in connection
with an assignment or transfer of all or any part of its interest in its Loans
in accordance with the provisions of the OPMW Credit Agreement, and such
assignee shall thereupon become vested with all the benefits in respect thereof
granted to such OPMW Lender herein or otherwise. All agreements, statements,
representations and warranties made by Pledgor herein or in any certificate or
other instrument delivered by Pledgor or on its behalf under this Agreement
shall be considered to have been relied upon by the OPMW Lenders and shall
survive the execution and delivery of this Agreement, the OPMW Credit Agreement
and the other Financing Documents regardless of any investigation made by the
Lenders or on their behalf.

      SECTION 25. Termination; Release. This Agreement shall create a continuing
pledge, assignment of hypothecation of and security interest in the Collateral
and shall remain in full force and effect until no Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other Secured Obligations are indefeasibly paid in full in cash. This Agreement
shall terminate when all Secured Obligations have been indefeasibly paid in full
in cash and all Commitments have been terminated, and the Administrative Agent,
at the written request and expense of Pledgor, will promptly authorize, execute
and deliver, as applicable, to Pledgor the proper instruments (which may include
Uniform Commercial Code termination statements on form UCC-3) acknowledging the
termination of this Agreement, and will promptly duly assign, transfer and
deliver to Pledgor (without recourse and without any representation or warranty)
free from any interest of the Administrative Agent or Lien granted hereunder
such of the Collateral as may be in possession of the Administrative Agent and
has not theretofore been sold or otherwise applied or released pursuant to this
Agreement together with such notices to third parties as may be necessary to
countermand any notices previously sent to them pursuant hereto.



                                       17
<PAGE>
      SECTION 26. Headings Descriptive, Etc.. The headings of the several
sections and subsections of this Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

      SECTION 27. GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN
OR IN THE OPMW CREDIT AGREEMENT, TERMS USED IN ARTICLE 9 OF THE NY UCC ARE USED
HEREIN AS THEREIN DEFINED. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN PLEDGOR AND EACH
SECURED PARTY IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF
LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

      (b)   EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, PLEDGOR AND EACH SECURED
PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT PLEDGOR AND EACH SECURED
PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. PLEDGOR WAIVES IN ALL DISPUTES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

      (c)   PLEDGOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST PLEDGOR OR
ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD FAITH TO
ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. PLEDGOR WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY SECURED
PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS


                                       18
<PAGE>
PARAGRAPH INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS.

      (d)   PLEDGOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      (e)   THE PLEDGOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED
AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW
YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE PLEDGOR TO
RECEIVE FOR AND ON BEHALF OF THE PLEDGOR SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS
SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE PLEDGOR AT ITS
ADDRESS SET FORTH IN ACCORDANCE WITH SECTION 23. THE PLEDGOR FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE PLEDGOR AT ITS SAID ADDRESS, SUCH
SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

      (f)   NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT TO (i) SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (ii)
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION, IN EITHER CASE SOLELY AS PERMITTED IN SUBSECTION (c) OF THIS
SECTION 27.

      SECTION 28. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

      SECTION 29. Limitation of Recourse. Except as otherwise expressly provided
in the Financing Documents and the OPNY Financing Documents, the obligations of
Pledgor hereunder are obligations solely of Pledgor and shall not constitute a
debt or obligation of any direct or indirect member, partner or shareholder of
Pledgor or any of their respective directors, officers, agents or employees
(each such Person, a "Non-Recourse Party"). No Non-Recourse Party shall be
liable for any amount payable by Pledgor under this Agreement and the Secured
Parties shall not seek a money judgment or deficiency or personal judgment
against any Non-Recourse Party for payment of the indebtedness payable by
Pledgor evidenced by this Agreement. No property or assets of any Non-Recourse
Party, other than as contemplated in the


                                       19
<PAGE>
Financing Documents or the OPNY Financing Documents, shall be sold, levied upon
or otherwise used to satisfy any judgment rendered in connection with any action
brought against Pledgor with respect to this Agreement or the other Financing
Documents or OPNY Financing Documents. The foregoing acknowledgments, agreements
and waivers shall be enforceable by any Non-Recourse Party. Notwithstanding the
foregoing, nothing in this Section shall limit or affect or be construed to
limit or affect the obligations and liabilities of any Credit Party or any other
Non-Recourse Party (a) in accordance with the terms of any Transaction Document
or Financing Document creating such liabilities and obligations to which such
Credit Party or Non-Recourse Party is a party, (b) arising from liability
pursuant to any applicable Requirement of Law for such Credit Party's or such
Non-Recourse Party's fraudulent actions, knowing misrepresentations or willful
misconduct or (c) with respect to amounts distributed to it in violation of
Section 6.10 of the OPMW Credit Agreement.

      SECTION 30. Subordination. Notwithstanding any provision of this Agreement
or any other Financing Document to the contrary, (i) the security interests
created and granted hereby are subject to, subordinate and inferior to the
security interests created by the First Lien Partnership Interest Pledge
Agreement, in accordance with, and all rights, powers and remedies granted to
the OPNY Administrative Agent thereunder, are subject in all respects to the
terms and conditions of the Intercreditor Agreement, including restrictions on
the right of the OPMW Administrative Agent to give notices, exercise power of
attorney rights, direct or receive payments, hold, control or receive delivery
of any Assignment Collateral or other possessory collateral or to exercise
powers or remedies and to apply proceeds of Collateral; provided, that if and to
the extent the Intercreditor Agreement is amended, supplemented or modified at
any time from time to time and such amendment, supplement or modification could
reasonably be expected to have any adverse effect on the Pledgor's rights,
duties or obligations hereunder or under any other Financing Document, such
amendment, supplement or modification shall not be effective as to the Pledgor
without the Pledgor's prior written acknowledgment (which acknowledgment shall
not be unreasonably conditioned, withheld or delayed) that such amendment,
modification or supplement shall be effective for purposes of this Agreement and
the other Financing Documents, (ii) the OPMW Administrative Agent on behalf of
each of the Secured Parties hereby acknowledges and agrees that the Pledgor
shall not have any duty and obligation with respect to the perfection or
priority of the security interest granted hereunder in and to any of the
Collateral (and no Default or Event of Default shall result or occur) to the
extent (a) such Collateral is in the possession or control of the OPNY
Administrative Agent, (b) such collateral is not transferred by the OPNY
Administrative Agent to the OPMW Administrative Agent as required pursuant to
the Intercreditor Agreement, (c) such perfection or priority requires any
consent, approval or other action of the OPNY Administrative Agent, or (d) the
OPNY Administrative Agent then maintains a perfected, first priority security
interest in and to the Collateral and (iii) no obligations contained in this
Agreement shall require the Pledgor to take or omit to take any action
inconsistent with the terms and conditions of the OPNY Deposit Account Agreement
and/or the Holdco Deposit Account Agreement and no Default or Event of Default
shall arise or result from the taking or omitting of such action.




                                       20
<PAGE>
      IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.



                                          ORION POWER NEW YORK GP, INC.


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

                                          Address for Notices:

                                                1111 Louisiana Street
                                                Houston, TX 77002
                                                Attn.: Senior Vice President -
                                                Finance
                                                Ph.:(713) 207-3160
                                                Fax:(713) 207-0988

                                          With a copy to:

                                                1111 Louisiana Street
                                                Houston, TX  77002
                                                Attn.:  General Counsel
                                                Ph.: (713) 207-7265
                                                Fax: (713) 393-0140


                                          BANK OF AMERICA, N.A.
                                          not in its individual capacity, but
                                          solely as the OPMW Administrative
                                          Agent


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

                                          Address:    101 North Tryon Street
                                                      NC1-001-08-10
                                                      Charlotte, NC  28255

                                          Telecopy:   (704) 386-3324



                                       21
<PAGE>
                                                                         ANNEX I
                                                                              TO
                                           PARTNERSHIP INTEREST PLEDGE AGREEMENT


                              Partnership Interests











                             Partnership Agreements
<PAGE>
                                                                    EXHIBIT J-6
                                                                             TO
                                                    SECOND AMENDED AND RESTATED
                                                               CREDIT AGREEMENT

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



                        SECOND LIEN PARTNERSHIP INTEREST
                                PLEDGE AGREEMENT

                                     made by

                          ORION POWER NEW YORK LP, INC.

                                       to

                             BANK OF AMERICA, N.A.,
                          as OPMW Administrative Agent



                         Dated as of : October 28, 2002



--------------------------------------------------------------------------------
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>           <C>                                                                                          <C>
SECTION 1.    PLEDGE; ASSIGNMENT; GRANT OF SECURITY INTEREST                                                2

SECTION 2.    SECURITY FOR SECURED OBLIGATIONS                                                              3

SECTION 3.    PLEDGOR REMAINS LIABLE                                                                        3

SECTION 4.    DELIVERY OF COLLATERAL                                                                        3

SECTION 5.    NO SUBROGATION                                                                                3

SECTION 6.    REINSTATEMENT                                                                                 4

SECTION 7.    REPRESENTATIONS AND WARRANTIES                                                                4

SECTION 8.    FURTHER ASSURANCES                                                                            7

SECTION 9.    VOTING RIGHTS; DISTRIBUTIONS, ETC                                                             7

SECTION 10.   PLACE OF INCORPORATION; PLACE OF PERFECTION; RECORDS                                          8

SECTION 11.   AS TO THE PARTNERSHIP AGREEMENTS                                                              9

SECTION 12.   COVENANTS                                                                                     9

SECTION 13.   OPMW ADMINISTRATIVE AGENT                                                                    11

SECTION 14.   OPMW ADMINISTRATIVE AGENT MAY PERFORM                                                        12

SECTION 15.   DUTIES OF THE ADMINISTRATIVE AGENT, PLEDGOR AND OPNY BORROWER ENTITIES                       12

SECTION 16.   REMEDIES                                                                                     12

SECTION 17.   APPLICATION OF PROCEEDS                                                                      14

SECTION 18.   REMEDIES CUMULATIVE                                                                          14

SECTION 19.   DISCONTINUANCE OF PROCEEDINGS                                                                15

SECTION 20.   INDEMNITY AND EXPENSES                                                                       15

SECTION 21.   WAIVER, AMENDMENT; SEVERABILITY                                                              15

SECTION 22.   SECURITY INTEREST ABSOLUTE                                                                   15

SECTION 23.   ADDRESSES FOR NOTICES                                                                        17

</TABLE>
                                       i

<PAGE>
<TABLE>
<S>           <C>                                                                                          <C>
SECTION 24.   SUCCESSORS AND ASSIGNS                                                                       17

SECTION 25.   TERMINATION; RELEASE                                                                         17

SECTION 26.   HEADINGS DESCRIPTIVE, ETC                                                                    17

SECTION 27.   GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE                                          17

SECTION 28.   EXECUTION IN COUNTERPARTS                                                                    19

SECTION 29.   LIMITATION OF RECOURSE                                                                       19

SECTION 30.   SUBORDINATION                                                                                20
</TABLE>

                                       ii
<PAGE>
                SECOND LIEN PARTNERSHIP INTEREST PLEDGE AGREEMENT


     SECOND LIEN PARTNERSHIP INTEREST PLEDGE AGREEMENT, dated as of October 28,
2002 (this "Agreement"), made by ORION POWER NEW YORK LP, INC., a Delaware
corporation (together with any successor limited liability company being the
"Pledgor"), as the obligor hereunder, to BANK OF AMERICA, N.A., as
administrative agent (in such capacity, together with any successors and
assigns, the "OPMW Administrative Agent") for the benefit of the Secured Parties
(as defined in the OPMW Credit Agreement referred to below).


                              W I T N E S S E T H:


     WHEREAS, Pledgor is the sole limited partner of Orion Power New York, L.P.,
a Delaware limited partnership (the "OPNY Borrower");

     WHEREAS, Orion Power MidWest, L.P. (the "OPMW Borrower") has entered into a
Second Amended and Restated Credit Agreement, dated as of the Restructuring
Effective Date (as the same may be amended, supplemented or otherwise modified
from time to time, the "OPMW Credit Agreement"), with the OPMW Administrative
Agent, Banc of America Securities LLC and BNP Paribas, as lead arrangers and
joint book runners, Bank of America, N.A., as issuing bank, BNP Paribas, as
syndication agent, The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd, and
Bayerische Hypo-Und Vereinsbank AG, New York Branch, as documentation agents,
and the Lenders named on the signature pages thereto and from time to time
parties thereto (the "OPMW Lenders"), pursuant to which the OPMW Lenders have
agreed, inter alia, to renew, modify and extend credit facilities that were
issued to the OPMW Borrower to finance a portion of the purchase price of the
Portfolio Assets (as defined in the OPMW Credit Agreement) and to provide
working capital availability to the OPMW Borrower;

     WHEREAS, the OPNY Borrower has entered into an Amended and Restated Credit
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "OPNY Credit
Agreement"), with Bank of America, N.A., as Administrative Agent (the "OPNY
Administrative Agent"), Banc of America Securities LLC and BNP Paribas, as lead
arrangers and joint book runners, Bank of America, N.A., as issuing bank, BNP
Paribas, as syndication agent, Union Bank of California, N.A., CoBank, ACB and
Deutsche Bank AG New York and/or Cayman Island Branch, as documentation agents,
and the Lenders named on the signature pages thereto and from time to time
parties thereto (the "OPNY Lenders"), pursuant to which the OPNY Lenders have
agreed, inter alia, to renew, modify and extend credit facilities that were
issued to the OPNY Borrower to finance a portion of the purchase price of the
Portfolio Assets and to provide working capital availability to the OPNY
Borrower;

     WHEREAS, Pledgor has entered into that certain Partnership Interest Pledge
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "First Lien
Partnership Interest Pledge Agreement"), in favor of the OPNY Administrative
Agent, pursuant to which Pledgor has, among other things,

<PAGE>
granted a first priority pledge, assignment and security interest in the
Collateral to the OPNY Administrative Agent;

     WHEREAS, the OPMW Administrative Agent, the OPNY Administrative Agent, the
OPMW Lenders, the OPNY Lenders and Bank of America, N.A., as collateral agent
have entered into a Collateral Agency and Intercreditor Agreement, dated as of
the Restructuring Effective Date (the "Intercreditor Agreement");

     WHEREAS, all capitalized terms used herein and not otherwise defined herein
shall have the meanings attributed to them in the OPMW Credit Agreement and the
principles of construction set forth in Section 1.04 of the OPMW Credit
Agreement shall apply hereto; provided, that, the following terms shall have the
meanings set forth in the OPNY Credit Agreement: "Acceptable Reserves",
"Contractual Obligations", "Distributions", "Governing Documents", "Governmental
Approvals", "Governmental Authority", "Lien", "Permitted Lien" and "Portfolio
Asset"; and

     WHEREAS, it is a condition precedent to the obligations of the OPMW Lenders
under the OPMW Credit Agreement that this Agreement shall have been entered into
by the parties hereto and shall be in full force and effect;

     NOW, THEREFORE, in consideration of the foregoing and in order to induce
the OPMW Lenders to enter into the OPMW Credit Agreement, to make available to
the OPMW Borrower such credit facilities and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


     SECTION 1. Pledge; Assignment; Grant of Security Interest. Pledgor hereby
pledges, hypothecates and assigns to the OPMW Administrative Agent, and hereby
grants to the OPMW Administrative Agent for the benefit of the Secured Parties,
a second priority pledge and assignment of, and a second priority security
interest in, all of its right, title and interest in and to the following (the
"Collateral"):

     (a) All general and limited partnership interests now owned or hereafter
acquired by Pledgor in and to the OPNY Borrower (the "Partnership Interests")
and the partnership agreement relating to the OPNY Borrower (the "Partnership
Agreement") and all rights related thereto, including (i) all rights of Pledgor
as a general or limited partner, as the case may be, and all rights to receive
distributions, cash, instruments and other property from time to time receivable
or otherwise distributable in respect of the Partnership Interest or pursuant to
the Partnership Agreement, (ii) all rights of Pledgor to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to any Partnership
Interest or the Partnership Agreement, (iii) all claims of Pledgor for damages
arising out of or for breach of or default under any Partnership Agreement, (iv)
the right of Pledgor to terminate the Partnership Agreement, to perform and
exercise consensual or voting rights thereunder and to compel performance and
otherwise exercise all remedies thereunder, (v) all rights of Pledgor as a
general or limited partner of any of the OPNY Borrower, to any property and
assets of the OPNY Borrower (whether real property, inventory, equipment,
contract rights, accounts, receivables, general intangibles, securities,
instruments, chattel paper, documents, chooses in action or otherwise), and (vi)
all certificates or

                                       2
<PAGE>
instruments evidencing an ownership or partnership interest in the
OPNY Borrower or their assets; and

     (b) to the extent not included in the foregoing, all proceeds of any and
all of the foregoing (including, without limitation, proceeds that constitute
property of the types described above).


     SECTION 2.  Security for Secured Obligations. This Agreement secures the
prompt and complete payment and performance of all obligations of Pledgor under
the OPNY Guarantee (collectively, the "Secured Obligations").


     SECTION 3.  Pledgor Remains Liable. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable under the Partnership Agreement
and the other contracts and agreements included in the Collateral to the extent
set forth therein to perform all of its duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (b) the exercise by any
Secured Party of any of the rights hereunder shall not release Pledgor from any
of its duties or obligations under the contracts and agreements included in the
Collateral and (c) neither the OPMW Administrative Agent nor any Secured Party
shall have any obligation or liability under the contracts and agreements
included in the Collateral or otherwise by reason of this Agreement, nor shall
the OPMW Administrative Agent or any Secured Party be obligated to perform any
of the obligations or duties of Pledgor thereunder or to take any action to
collect or enforce any claim assigned hereunder.


     SECTION 4.  Delivery of Collateral. All certificates or instruments
representing or evidencing the Collateral at any time shall be delivered to and
held by or on behalf of the OPNY Administrative Agent pursuant to the First Lien
Partnership Interest Pledge Agreement and shall be in suitable form for transfer
by delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, in accordance with the terms and conditions of the
Intercreditor Agreement and otherwise in form and substance reasonably
satisfactory to the OPMW Administrative Agent. During any period after the First
Lien Partnership Interest Pledge Agreement has terminated in accordance with its
terms, the OPMW Administrative Agent shall have the right, upon the occurrence
and continuance of an Event of Default, in its discretion and without notice to
Pledgor, to transfer to or to register in the name of the OPMW Administrative
Agent or any of its nominees any or all of the Collateral then held by the OPMW
Administrative Agent, subject only to compliance with Requirements of Law, the
terms and conditions of the OPMW Credit Agreement and the Intercreditor
Agreement, the revocable rights specified in Section 9(a) and the provisions of
Section 30. In addition, to the extent certificates or instruments are held by
the OPMW Administrative Agent, the OPMW Administrative Agent shall have the
right at any time to exchange certificates or instruments representing or
evidencing Collateral for certificates or instruments of smaller or larger
denominations.


     SECTION 5.  No Subrogation. Pledgor shall not exercise any rights which it
may acquire by way of subrogation under this Agreement, by any payments made
hereunder or otherwise, until all Secured Obligations shall have been
indefeasibly paid

                                       3

<PAGE>
in full in cash and all Commitments have been terminated. If any amount shall
be paid to Pledgor on account of such subrogation rights at any time when
all Secured Obligations shall not have been indefeasibly paid in full in
cash (whether pursuant to a claim in any bankruptcy or similar proceeding
or otherwise) or when any Commitment shall remain outstanding, such amount
shall be held in trust for the benefit of the OPMW Administrative Agent and
the Secured Parties and shall forthwith be paid to the OPMW Administrative
Agent to be credited and applied to the Secured Obligations, whether
matured or unmatured, in accordance with Section 17.


     SECTION 6.  Reinstatement. This Agreement shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Secured Obligations is rescinded or must otherwise be
restored or returned by any Secured Party upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Pledgor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, Pledgor or any substantial part of its
property, or otherwise, all as though such payments had not been made.


     SECTION 7.  Representations and Warranties. Pledgor represents and warrants
as follows:

     (a) Pledgor (i) is duly formed, validly existing and in good standing under
the laws of the State of Delaware, (ii) has all requisite power and authority to
own its property and assets, to borrow money and to transact the business in
which it is presently engaged and in which it proposes to be engaged, (iii) has
duly qualified and is authorized to do business and is in good standing in every
jurisdiction where the character of its properties or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified could not reasonably be expected to have a material adverse effect on
any Portfolio Asset and (iv) is in full compliance with its Governing Documents,
all material Contractual Obligations, all applicable material Requirements of
Law and all material Governmental Approvals, except in each case of this clause
(iv) to the extent that the failure to comply with any of the foregoing could
not reasonably be expected to have a Material Adverse Effect. As of the date
hereof, Pledgor is the sole Limited Partner of the OPNY Borrower.

     (b) The execution, delivery and performance by Pledgor of this Agreement
and the consummation of the transactions contemplated hereby (i) are within its
powers, (ii) have been duly authorized by all necessary corporate action, (iii)
do not and will not contravene (A) its Governing Documents or (B) any material
Requirement of Law, any material Contractual Obligation or any material
Governmental Approval binding on or affecting it and (iv) do not and will not
conflict with or be inconsistent with or result in any breach of any of the
material terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien (except Permitted Liens) upon any of its properties or
assets pursuant to, the terms of any material Contractual Obligation binding on
or affecting it.

     (c) Pledgor has duly executed and delivered this Agreement and this
Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity.

                                       4
<PAGE>
     (d) No approval of any Person (except for any Governmental Authority),
except such as have been duly obtained, made or given, and are in full force and
effect, is required to authorize, or is required in connection with (i) the
execution, delivery or performance of this Agreement by Pledgor or the
consummation of any of the transactions contemplated hereby, (ii) the legality,
validity, binding effect or enforceability of this Agreement or the perfection
and maintenance of the security interest created hereby (including the second
priority nature of such security interest) or (iii) for the exercise by the OPMW
Administrative Agent of the voting or other rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement (including Section 30 hereof and the Intercreditor Agreement), except,
in each case, for any approval of any such Person the absence of which could not
reasonably be expected to have a material adverse effect on the ability of the
Administrative Agent to exercise voting rights or remedies in respect of the
Collateral.

     (e) The Partnership Agreement, a true and complete copy of which has been
furnished to the OPMW Administrative Agent, has been duly authorized, executed
and delivered by Pledgor and is in full force and effect and is binding upon and
enforceable against Pledgor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity. There exists no default
under the Partnership Agreement.

     (f) This Agreement creates a valid security interest in the Collateral
purported to be pledged and assigned by Pledgor hereunder securing the payment
of the Secured Obligations.

     (g) Upon the filing of the financing statements (the "Financing
Statements") referenced in Schedule I hereof under the Uniform Commercial Code
as in effect in the State of Delaware (the "Delaware UCC"), the security
interest created hereby shall be perfected under the Delaware UCC, to the extent
that the Collateral constitutes "general intangibles" (as defined in the
Delaware UCC) and no further filings or other actions are necessary to perfect
such security interest. Upon filing of such Financing Statements pursuant to the
Delaware UCC, such security interests, as so perfected, shall be second priority
security interests.

     (h) When any certificates or instruments evidencing the Collateral shall be
delivered hereunder and endorsed to, or registered in favor of, the OPMW
Administrative Agent in accordance with Section 8-106 of the Uniform Commercial
Code as in effect in the State of New York (the "NY UCC") or the State of North
Carolina (the "NC UCC"), and for so long as such certificates or instruments
shall remain in the possession of the OPNY Administrative Agent (as contemplated
by the terms of the Intercreditor Agreement) or the OPMW Administrative Agent in
the State of New York or the State of North Carolina, the security interest in
such Collateral created hereby shall be perfected under the NY UCC or the NC
UCC, as applicable, and such security interest, as so perfected, will be a
second priority security interest subject only to the lien of the OPNY
Administrative Agent under the First Lien Borrower Security Agreement, it being
acknowledged and agreed that, unless and until permitted in accordance with the
terms and conditions of Section 30 and the Intercreditor Agreement, the
certificates and instruments evidencing the Collateral shall be delivered and
endorsed to, or be registered as a first lien in favor of, and shall remain in
possession of, the OPNY Administrative Agent, and that

                                       5
<PAGE>
notwithstanding any provisions of any Financing Documents, no breach, Default or
Event of Default shall occur or exist as a result thereof.

     (i) The security interest created by this Agreement in the Collateral
described in clause (a) of Section 1 hereof has been registered as a
subordinated, second lien in the name of the OPMW Administrative Agent in the
register maintained for such purpose at the chief executive office and principal
place of business of the OPNY Borrower and, to the extent that such Collateral
constitutes "uncertificated securities" (as defined in the Delaware UCC), such
security interest is perfected under the Delaware UCC and, as so perfected, is a
second priority security interest.

     (j) The chief place of business and chief executive office of Pledgor and
the office where Pledgor keeps its records concerning the Collateral is set
forth under its name on the signature page hereof.

     (k) Pledgor is the legal and beneficial owner of the Collateral purported
to be pledged and assigned by it hereunder, free and clear of any Lien, other
than Permitted Liens, including the security interest granted to the OPNY
Administrative Agent under the First Lien Partnership Interest Pledge Agreement.
No effective financing statement or other instrument similar in effect covering
all or any part of such Collateral has been executed or authorized by Pledgor
or, is on file in any recording office, except such as may have been filed in
favor of (i) the OPMW Administrative Agent relating to this Agreement or (ii)
the OPNY Administrative Agent relating to the First Lien Partnership Interest
Pledge Agreement (as hereinafter defined). Pledgor has no trade name.

     (l) There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.

     (m) No part of the Collateral is subject to the terms of any agreement
restricting the sale or transfer of such Collateral, except for the Partnership
Agreement, the Financing Documents and the Financing Documents (as defined in
the OPNY Credit Agreement, the "OPNY Financing Documents").

     (n) Except as set forth on Schedule 4.05 of the OPNY Credit Agreement,
there is no (i) injunction, writ, preliminary restraining order or order of any
nature issued by an arbitrator, court or other Governmental Authority against
Pledgor in connection with the transactions provided for herein, or (ii) action,
suit, arbitration, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority pending against Pledgor or, to Pledgor's
knowledge, threatened against Pledgor which would reasonably be expected to
materially adversely affect the right or ability of Pledgor to fulfill its
obligations under this Agreement.

     (o) Pledgor has, independently and without reliance upon the OPMW
Administrative Agent and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.

                                       6

<PAGE>
     SECTION 8.  Further Assurances. (a) Subject to and without limiting
Section 7(h) and Section 30 hereof and the Intercreditor Agreement, Pledgor
agrees that from time to time, at the expense of Pledgor, Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action, that may be necessary, or that the OPMW Administrative Agent may
reasonably request, in order to perfect and protect the pledge, assignment,
hypothecation and security interest granted or purported to be granted hereby or
to enable the OPMW Administrative Agent to exercise and enforce its rights and
remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, Pledgor will (i) execute and file such financing or
continuation statements, or amendments thereto, and such other instruments or
notices, as may be necessary, or as the OPMW Administrative Agent may reasonably
request, in order to perfect and preserve the assignment, hypothecation and
security interest granted or purported to be granted hereby; and (ii) mark
conspicuously, at the request of the OPMW Administrative Agent, each of its
records pertaining to the Collateral with a legend, in form and substance
reasonably satisfactory to the OPMW Administrative Agent, indicating that the
Partnership Agreements and such chattel paper have been assigned and are subject
to the subordinated, second lien security interest pursuant hereto.

     (b) Pledgor hereby further authorizes the OPMW Administrative Agent to file
one or more financing or continuation statements, and amendments thereto,
relative to all or any part of the Collateral without the signature of Pledgor
where permitted by law. A photocopy or other reproduction of this Agreement or
any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.


     SECTION 9.  Voting Rights; Distributions, Etc. (a) So long as any
Obligations are outstanding, the Pledgor shall not be entitled to any payments
or distributions (whether cash or non-cash) pursuant to the Partnership
Agreement, except payments or distributions from the Borrower that are directly
distributed from Pledgor to Holdco in accordance with the Holdco Deposit Account
Agreement. So long as no Event of Default shall have occurred and be continuing,
but subject, nevertheless, at all times to the restrictions imposed by the terms
and conditions of the OPNY Credit Agreement, during any period after the First
Lien Partnership Interest Pledge Agreement has terminated in accordance with its
terms, Pledgor shall be entitled to exercise any and all management, voting and
other partnership rights pertaining to any Collateral (including but not limited
to any partnership interest or the Partnership Agreement) and the OPNY Borrower
for any purpose not inconsistent with the terms of this Agreement or any other
OPNY Financing Document; provided, however, that Pledgor shall exercise, or
refrain from exercising, any such right if such action or inaction would have a
material adverse effect on the attachment, perfection, creation or priority of
the security interest in the Collateral or any part thereof as herein granted.

     (b) If Pledgor receives any distributions in respect of the Collateral
purported to be pledged and assigned by it hereunder, such distributions shall
be promptly delivered to the Collateral Agent to deposit in the Holdco Accounts
pursuant to the Holdco Deposit Account Agreement, or, if such distributions are
in connection with a partial or total liquidation or are non-cash distributions,
to the OPMW Administrative Agent to hold as Collateral and shall, if received by
Pledgor, be received in trust for the benefit of the OPMW Administrative Agent,
be segregated from the other property or funds of Pledgor and be forthwith
delivered to the OPMW

                                       7

<PAGE>
Administrative Agent as Collateral in the same form as so received (with any
necessary endorsement or assignment).

     (c) Upon the occurrence and during the continuance of an Event of Default
during any period after the First Lien Partnership Interest Pledge Agreement has
terminated in accordance with its terms:

          (i) Immediately upon Pledgor's receipt of written notice from the OPMW
     Administrative Agent that the OPMW Administrative Agent intends to act
     pursuant to this clause (c)(i), all rights of Pledgor to exercise or
     refrain from exercising the voting and other consensual rights which it
     would otherwise be entitled to exercise shall thereupon become exercisable
     by the OPMW Administrative Agent, acting in good faith, who shall have the
     sole right to exercise or refrain from exercising such voting and other
     consensual rights unless and until such Event of Default ceases to exist.

          (ii) All rights of Pledgor to receive the distributions, if any, which
     it would otherwise be authorized to receive and retain, pursuant to Section
     9(a) and (b), above, shall become exercisable, subject to the terms of the
     First Lien Partnership Interest Pledge Agreement and the Intercreditor
     Agreement, by the OPMW Administrative Agent who shall thereupon have the
     sole right to receive and hold as Collateral such distributions unless and
     until such Event of Default ceases to exist.

          (iii) All distributions which are received by Pledgor contrary to the
     provisions of clause (ii), above, subject to the terms of the First Lien
     Partnership Interest Pledge Agreement and the Intercreditor Agreement,
     shall be received in trust for the benefit of the OPMW Administrative
     Agent, shall be segregated from other funds of Pledgor and shall be
     forthwith paid over to the OPMW Administrative Agent as Collateral in the
     same form as so received (with any necessary endorsement) for application
     pursuant to Section 17.


     SECTION 10.  Place of Incorporation; Place of Perfection; Records. Pledgor
is incorporated in the State of Delaware, and Pledgor's exact legal name is
Orion Power New York LP, Inc. Pledgor will not change its jurisdiction of
organization or its name without having given the OPMW Administrative Agent not
less than 30 days' prior written notice of its intention to do so, clearly
describing to the OPMW Administrative Agent such new jurisdiction or name and
providing such other information and taking any action in connection therewith
as the OPMW Administrative Agent may reasonably request. Pledgor shall keep its
place of business and chief executive office and the office where it keeps its
records concerning the Collateral, and original copies of the Partnership
Agreement and of all other chattel paper which evidence the Collateral, at its
address specified on the signature pages hereof; or, upon 30 days' prior written
notice to the OPMW Administrative Agent, at such other location in a
jurisdiction where all action required by Section 8 shall have been taken with
respect to the Collateral. Pledgor will hold and preserve such records and will
permit representatives of the OPMW Administrative Agent at any time, upon
reasonable prior notice, during normal business hours to inspect and make
abstracts from such records.

                                       8

<PAGE>
     SECTION 11.  As to the Partnership Agreements. (a) Pledgor shall at its
expense perform and observe all the terms and provisions to be performed or
observed by it under the Partnership Agreement, maintain the Partnership
Agreement in full force and effect, enforce the Partnership Agreement in
accordance with its terms, and take all such action to such end as may be from
time to time reasonably requested by the OPMW Administrative Agent.

     (b) Pledgor shall not:

          (i) sell, assign (by operation of law or otherwise) or otherwise
     dispose of any of the Collateral, or create or suffer to exist any Lien
     upon or with respect to any of the Collateral, except for the pledge,
     assignment, hypothecation and security interest created by this Agreement,
     the First Lien Partnership Interest Pledge Agreement and Permitted Liens;

          (ii) cancel or terminate the Partnership Agreement or consent to or
     accept any cancellation or termination thereof;

          (iii) amend or otherwise modify in a material respect the Partnership
     Agreement; or

          (iv) waive any material default under or material breach of the
     Partnership Agreement.


     SECTION 12.  Covenants. Pledgor covenants and agrees that so long as any
OPMW Lender shall have any Commitment outstanding and until the Notes, together
with interest, and all other Secured Obligations are indefeasibly paid in full
in cash, unless the OPMW Administrative Agent shall otherwise consent in
writing, Pledgor:

     (a) Maintenance of Register. Will cause the OPNY Borrower to maintain at
all times a register at its chief place of business and chief executive office
in which the subordinated, second lien security interest in the Collateral
granted hereby to the OPMW Administrative Agent, to the extent that the same
constitutes "uncertificated securities" (as defined in the Delaware UCC), shall
be evidenced.

     (b) Preservation of Existence, Etc. Will preserve and maintain, and will
cause the OPNY Borrower to preserve and maintain, its lawful existence, rights
(charter and statutory), and franchises in accordance with the Transaction
Documents except as provided for in Section 7 of the LP Guarantee.

     (c) Compliance with Law. Will comply with all material Requirements of Law
and material Governmental Approvals applicable to it, except when any such
Requirement of Law or Governmental Approval is being contested in good faith and
by appropriate proceedings and for which Acceptable Reserves have been
established, or except in each case where the failure to so comply could not
reasonably be expected to have a material adverse effect on any Portfolio Asset.

                                       9
<PAGE>
     (d) Nature of Business. Will not change its legal form or Governing
Documents (other than to (i) convert its corporate status to a limited liability
company in accordance with 7 of the LP Guarantee, (ii) change its name, (iii)
add, replace or eliminate offices and/or officers, and/or (iv) replace any
director, or add to or reduce the number of directors comprising the board so
long as such addition, replacement or reduction does not eliminate the
independent director or modify the nature of the independent director's powers
in any way), change its fiscal year or engage in any business other than being a
limited partner of the OPNY Borrower Entities.

     (e) Jurisdiction of Organization. Will cause the OPNY Borrower at all times
to be a limited partnership organized under the laws of the State of Delaware.

     (f) Bankruptcy. Will not file a voluntary petition or otherwise initiate
proceedings to have the OPNY Borrower adjudicated bankrupt or insolvent, or
consent to the institution of bankruptcy or insolvency proceedings against the
OPNY Borrower, or file a petition seeking or consenting to reorganization or
relief of the OPNY Borrower as debtor under any applicable federal or state law
relating to bankruptcy, insolvency, or other relief for debtors with respect to
the OPNY Borrower; or seek or consent to the appointment of any trustee,
receiver, conservator, assignee, sequestrator, custodian, liquidator (or other
similar official) of the OPNY Borrower or of all or any substantial part of the
properties and assets of the OPNY Borrower, or make any general assignment for
the benefit of creditors of the OPNY Borrower, or admit in writing the inability
of the OPNY Borrower to pay its debts generally as they become due or declare or
effect a moratorium on the debt of the OPNY Borrower or take any action in
furtherance of any of the foregoing.

     (g) Taxes. Will cause to be paid or discharged (whether by it or any of its
Affiliates, or otherwise) all taxes, assessments and governmental charges or
levies lawfully imposed upon it, the OPNY Borrower or upon any of their
respective income or profits or upon any of the Portfolio Assets or the
Collateral and all lawful claims or obligations that, if unpaid, would become a
Lien upon the Collateral (as defined in the OPNY Credit Agreement), whether real
or personal, the Collateral (as defined in this Agreement) or upon any part
thereof. Pledgor or the OPNY Borrower shall have the right, however, to contest
in good faith the validity or amount of any such tax, assessment, charge, levy,
claim or obligation by proper proceedings, and may permit the taxes,
assessments, charges, levies, claims or obligations so contested to remain
unpaid during the period of such contest if: (a) Pledgor or the OPNY Borrower
diligently prosecutes such contest in good faith and by appropriate proceedings
and for which Acceptable Reserves have been established; (b) during the period
of such contest, the enforcement of any contested item is effectively stayed;
and (c) the failure to pay or comply with the contested item could not
reasonably be expected to result in a material adverse effect on the Collateral.

     (h) Operations Matters. In the conduct of its business and operations,
Pledgor shall, and shall cause the OPNY Borrower to:

          (i) maintain books and records, separate from those of any other
     Person;

                                       10

<PAGE>
            (ii)  maintain its bank accounts and all its other assets separate
     from those of any other Person;

           (iii)  hold regular member, shareholder or partnership meetings, as
     appropriate, to conduct its business, and observe all other limited
     liability company, corporate or partnership formalities, as the case may
     be;

            (iv)  hold itself out to creditors and the public as a legal entity
     separate and distinct from any other Person;

             (v)  prepare separate financial statements, or if part of a
     consolidated or combined group, then it shall be shown as a separate member
     of such group, including in a footnote(s) to the relevant financial
     statements disclosing its separate existence and identity and the existence
     of its own assets;

            (vi)  allocate and charge fairly and reasonably any common employee
     or overhead shared with Affiliates;

           (vii)  transact all business with Affiliates on an arm's-length basis
     and to enter into transactions with Affiliates on an arm's-length basis;

          (viii)  conduct business in its own name;

            (ix)  with regard to the OPNY Borrower, maintain a sufficient number
     of employees in light of the OPNY Borrower's contemplated business
     operations;

             (x)  correct any misunderstanding regarding its separate identity
     of which Pledgor has actual knowledge;

            (xi)  not identify itself in writing as a division of any other
     Person; and

           (xii)  maintain adequate capital in light of its contemplated
     business operations.

     (i) Assets. Will not own or acquire any asset other than the Collateral and
Distributions permitted by the OPNY Financing Documents and other assets having
an aggregate value in excess of $50,000.

     (j) Indebtedness. Will not incur Indebtedness other than Permitted
Indebtedness (in its capacity as the limited partner of the OPNY Borrower).


     SECTION 13.  OPMW Administrative Agent. Bank of America, N.A. has been
appointed by the Secured Parties to act as the OPMW Administrative Agent
hereunder. Pledgor hereby appoints the OPMW Administrative Agent as Pledgor's
attorney-in-fact, with full authority in the place and stead of Pledgor and in
the name of Pledgor or otherwise, from time to time in the OPMW Administrative
Agent's discretion at any time that an Event of Default shall have occurred and
be continuing during any period after the First Lien Partnership Interest Pledge

                                       11
<PAGE>
Agreement has terminated in accordance with its terms, to take any action and to
execute any instrument which the OPMW Administrative Agent may deem necessary or
advisable to accomplish the purposes of this Agreement, including to ask,
demand, collect, sue for, recover, compound, receive and give acceptance and
receipts for moneys due and to become due under or in connection with the
Collateral, to receive, indorse, and collect any drafts or other instruments,
documents and chattel paper in connection therewith, to file any claims or take
any action or institute any proceedings which the OPMW Administrative Agent may
deem to be necessary or desirable for the collection thereof or to enforce
compliance with the terms and conditions of any Partnership Agreement, and to
sell assign, lease or otherwise dispose of the Collateral or any part thereof
pursuant to this Agreement. Such appointment is coupled with an interest and is
irrevocable.


     SECTION 14.  OPMW Administrative Agent May Perform. If Pledgor fails to
perform any agreement contained herein, the OPMW Administrative Agent may itself
perform, or cause performance of, such agreement, and the expenses of the OPMW
Administrative Agent incurred in connection therewith shall be payable by
Pledgor under Section 20(b).


     SECTION 15.  Duties of the Administrative Agent, Pledgor and OPNY Borrower
Entities.. (a) The powers conferred on the OPMW Administrative Agent hereunder
are solely to protect its interest in the Collateral and shall not impose any
duty upon it to exercise any such powers. Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the OPMW Administrative Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral and no such
duties shall be implied as arising hereunder.

     (b) It is expressly agreed, anything herein contained to the contrary
notwithstanding, that Pledgor and the OPNY Borrower shall remain liable to
perform all of their respective obligations, if any, assumed by them with
respect to the Collateral and the OPMW Administrative Agent and the OPMW Lenders
shall have no obligations or liabilities with respect to any Collateral by
reason of or arising out of or in connection with this Agreement, nor shall the
OPMW Administrative Agent or the OPMW Lenders be required or obligated in any
manner to perform or fulfill any of the obligations of Pledgor or the OPNY
Borrower under or with respect to any Collateral.


     SECTION 16.  Remedies. If any Event of Default shall have occurred and be
continuing, subject to the terms of Section 9, Section 30 and compliance with
Requirements of Law and the terms of the Intercreditor Agreement:

     (a) The OPMW Administrative Agent may exercise any and all rights and
remedies of Pledgor under or in connection with any Partnership Agreement, the
Partnership Interests or otherwise in respect of the Collateral, including any
and all rights of Pledgor to demand or otherwise require payment of any amount
under, or performance of any provision of, any Partnership Agreement and all
rights of Pledgor to control the operation of the OPNY Borrower.

                                       12
<PAGE>
     (b) All payments received by Pledgor under or in connection with the
Partnership Agreement, the Partnership Interests, or otherwise in respect of the
Collateral shall be received in trust for the benefit of the OPMW Administrative
Agent, shall be segregated from other funds of Pledgor and shall be forthwith
paid over to the OPMW Administrative Agent in the same form as so received (with
any necessary endorsement).

     (c) Any Collateral repossessed by the OPMW Administrative Agent under or
pursuant to this Section 16 or any other provision hereof and in accordance with
Section 30 hereof and the Intercreditor Agreement, and any other Collateral
whether or not so repossessed by the OPMW Administrative Agent, may be sold,
assigned, leased or otherwise disposed of under one or more contracts or as an
entirety, and without the necessity of gathering at the place of sale the
property to be sold, and in general in such manner, at such time or times, at
such place or places and on such terms as the OPMW Administrative Agent may,
upon written direction in compliance with any mandatory requirements of any
Requirement of Law, determine to be commercially reasonable. Any such
disposition which shall be a private sale or other private proceeding permitted
by such requirements shall be made upon not less than 10 days' written notice to
Pledgor (except that, if the OPMW Administrative Agent shall determine, in its
sole discretion, that any of the Collateral threatens to decline quickly in
value or to become worthless, any such sale may be made upon three days' notice
to Pledgor) specifying the time at which such disposition is to be made and the
intended sale price or other consideration therefor, and shall be subject, for
the 10 days after the giving of such notice, to the right of Pledgor or any
nominee of Pledgor to acquire the Collateral involved at a price or for such
other consideration at least equal to the intended sale price or other
consideration so specified. To the extent permitted by Requirements of Law, the
OPMW Administrative Agent on behalf of the OPMW Lenders may bid for and become
the purchaser of the Collateral or any item thereof, offered for sale in
accordance with this Section 16. If, under mandatory requirements of any
Requirement of Law, the OPMW Administrative Agent shall be required to make
disposition of the Collateral within a period of time which does not permit the
giving of notice to Pledgor as hereinabove specified, the OPMW Administrative
Agent need give Pledgor only such notice of disposition as shall be reasonably
practicable in view of such mandatory requirements of any Requirement of Law.

     (d) The OPMW Administrative Agent, in addition to any rights now or
hereafter existing under any applicable Requirement of Law, shall have all
rights as a secured creditor under the Uniform Commercial Code or any other
applicable Requirement of Law in all relevant jurisdictions.

     (e) Waiver of Claims. Except as otherwise provided in this Agreement,
PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE OPMW ADMINISTRATIVE
AGENT TAKING POSSESSION OR THE OPMW ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF
THE COLLATERAL, IN EACH CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW,
INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR
REMEDIES AND ANY SUCH RIGHT WHICH PLEDGOR WOULD OTHERWISE HAVE UNDER THE
CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF
ANY SUCH JURISDICTION, and Pledgor hereby further waives:

                                       13

<PAGE>
          (i) all damages occasioned by such taking of possession except any
     damages which are the direct result of the gross negligence or willful
     misconduct of either of the OPMW Administrative Agent or any Person acting
     on its behalf or instruction;

          (ii) all other requirements as to the time, place and terms of sale or
     other requirements with respect to the enforcement of the OPMW
     Administrative Agent's rights hereunder; and

          (iii) all rights of redemption, appraisement, valuation, stay,
     extension or moratorium now or hereafter in force under any Requirements of
     Law in order to prevent or delay the enforcement of this Agreement
     (including any right to claim that such enforcement should be stayed
     pending the outcome of any other action or proceeding (including any
     arbitration proceeding)) or the absolute sale of the Collateral or any
     portion thereof, and Pledgor, for itself and all who may claim under it,
     insofar as it or they now or hereafter lawfully may, hereby waives the
     benefit of all such Requirements of Law.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall, to the extent permitted by Requirements of Law, operate to
divest all right, title, interest, claim and demand, either at law or in equity,
of Pledgor therein and thereto, and shall be a perpetual bar both at law and in
equity against Pledgor and against any and all Persons claiming or attempting to
claim the Collateral so sold, optioned or realized upon, or any part thereof,
from, through and under Pledgor.

     SECTION 17. Application of Proceeds. Notwithstanding any other provision of
this Agreement but subject to Section 30 hereof and the Intercreditor Agreement,
all payments made under or in connection with this Agreement, and all moneys
collected by the OPMW Administrative Agent upon any sale or other disposition of
the Collateral pursuant to Section 16, together with all other moneys received
by the OPMW Administrative Agent hereunder, shall be applied in accordance with
the Financing Documents. For the avoidance of doubt, it is understood that
Pledgor shall remain liable to the extent of any deficiency between the amount
of all moneys collected by the OPMW Administrative Agent upon any such sale or
other disposition of the Collateral and the aggregate amount of the Secured
Obligations.

     SECTION 18. Remedies Cumulative. No failure or delay on the part of the
OPMW Administrative Agent or any Secured Party in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between Pledgor and the OPMW Administrative Agent or any Secured Party
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Financing Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Financing Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the OPMW
Administrative Agent or any Secured Party would otherwise have. No notice to or
demand on Pledgor in any case shall entitle Pledgor to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights

                                       14
<PAGE>
of the OPMW Administrative Agent or any Secured Party to any other or further
action in any circumstances without notice or demand.

     SECTION 19. Discontinuance of Proceedings. In case the OPMW Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the OPMW Administrative Agent, then and in every such
case Pledgor, the OPMW Administrative Agent and each holder of any of the
Secured Obligations shall be restored to their former positions and rights
hereunder with respect to the Collateral subject to the security interest
created under this Agreement, and all rights, remedies and powers of the OPMW
Administrative Agent shall continue as if no such proceeding had been
instituted.

     SECTION 20. Indemnity and Expenses. (a) Pledgor agrees to indemnify and
hold harmless the OPMW Administrative Agent and each Secured Party from and
against any and all claims, losses and liabilities arising out of or resulting
from the Collateral or Pledgor's pledge and assignment under this Agreement
(including enforcement against Pledgor of this Agreement), except claims, losses
or liabilities resulting from the OPMW Administrative Agent's or any Secured
Party's gross negligence or willful misconduct.

     (b) Pledgor will upon demand pay to the OPMW Administrative Agent or any
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the OPMW Administrative Agent or any Secured Party may incur in connection with
(i) the administration of this Agreement, (ii) the sale of, collection from, or
other realization upon, any of the Collateral of Pledgor, (iii) the exercise or
enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the OPMW Administrative Agent or any Secured Party
hereunder against Pledgor or (iv) the failure by Pledgor to perform or observe
any of the provisions hereof.

     SECTION 21. Waiver, Amendment; Severability. No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations or of such provision or obligation in
any other jurisdiction shall not in any way be affected or impaired thereby.

     SECTION 22. Security Interest Absolute. The obligations of Pledgor under
this Agreement are independent of the Secured Obligations, and, subject to
Section 30 and the Intercreditor Agreement, a separate action or actions may be
brought and prosecuted against Pledgor to enforce this Agreement, irrespective
of whether any action is brought against the OPMW Borrower, any other pledgor or
any guarantor of the Secured Obligations or whether the OPMW Borrower, any other
pledgor or any guarantor of the Secured Obligations is joined in any

                                       15
<PAGE>
such action or actions. All rights of the OPMW Administrative Agent and the
assignment, hypothecation and security interest hereunder, and all obligations
of Pledgor hereunder, shall be absolute and unconditional, to the extent
permitted by applicable Requirements of Law, irrespective of:

     (a) any lack of validity or enforceability of this Agreement, the OPMW
Credit Agreement, any other Financing Document or any other agreement or
instrument relating to any thereof, the absence of any action to enforce the
same, any release of Pledgor, any Credit Party or any other Credit Party (as
defined in the OPNY Credit Agreement, the "OPNY Credit Party"), the recovery of
any judgment against Pledgor, any Credit Party or any other OPNY Credit Party,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of Pledgor;

     (b) any occurrence or condition whatsoever, including (i) any compromise,
settlement, release, waiver, renewal, extension, indulgence or modification of,
or any change in, any of the obligations of Pledgor, any Credit Party or any
other OPNY Credit Party contained in this Agreement, the OPMW Credit Agreement
or any other Financing Document, (ii) any impairment, modification, release or
limitation of the liability of Pledgor, any Credit Party or any other OPNY
Credit Party or any of their estates in bankruptcy, or any remedy for the
enforcement thereof, resulting from the operation of any present or future
provision of any applicable bankruptcy law, as amended, or other statute or from
the decision of any court, (iii) the assertion or exercise by Pledgor, the OPMW
Administrative Agent or any other Secured Party of any rights or remedies, (iv)
the assignment or the purported assignment of any property as security for the
Secured Obligations, including all or any part of the rights of Pledgor under
this Agreement, (v) the extension of the time for payment by Pledgor, any Credit
Party or any other OPNY Credit Party or any other guarantor of any payments or
other sums or any part thereof owing or payable under any of the terms and
provisions of any Financing Document or of the time for performance by Pledgor,
any Credit Party or any other OPNY Credit Party of any other obligations under
or arising out of any terms or provisions or the extension of the renewal of any
thereof, (vi) the modification or amendment (whether material or otherwise) of
any duty, agreement or obligation of Pledgor, any Credit Party or any other OPNY
Credit Party set forth in any Financing Document, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshalling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting Pledgor, any Credit Party or any other OPNY Credit Party or
any of their respective assets, or the disaffirmancy of this Agreement or any
Financing Document in any such proceeding, (viii) the release or discharge of
Pledgor, any Credit Party or any other OPNY Credit Party from the performance or
observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (ix) the unenforceability of this
Agreement or any Financing Document or (x) any other circumstance which might
otherwise constitute a legal or equitable discharge of a surety or guarantor; or

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

                                       16
<PAGE>
     SECTION 23. Addresses for Notices. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement, and shall be given to such party at its address or telecopy
number set forth on the signature page hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.

     SECTION 24. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto and shall inure to the benefit of the Lenders;
provided, however, that except for conversion from corporate status to a limited
liability company in accordance with Section 7 of the LP Guarantee, Pledgor may
not assign or transfer any of its rights or obligations hereunder without the
prior written consent of the Administrative Agent and each of the Lenders. Any
Lender may transfer, assign or grant all or such relevant part of its rights
hereunder in connection with an assignment or transfer of all or any part of its
interest in its Loans in accordance with the provisions of the Credit Agreement,
and such assignee shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise. All agreements, statements,
representations and warranties made by Pledgor herein or in any certificate or
other instrument delivered by Pledgor or on its behalf under this Agreement
shall be considered to have been relied upon by the Lenders and shall survive
the execution and delivery of this Agreement, the Credit Agreement and the other
Financing Documents regardless of any investigation made by the Lenders or on
their behalf.

     SECTION 25. Termination; Release. This Agreement shall create a continuing
pledge, assignment of hypothecation of and security interest in the Collateral
and shall remain in full force and effect until no Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other Secured Obligations are indefeasibly paid in full in cash. This Agreement
shall terminate when all Secured Obligations have been indefeasibly paid in full
in cash and all Commitments have been terminated, and the Administrative Agent,
at the written request and expense of Pledgor, will promptly authorize, execute
and deliver, as applicable, to Pledgor the proper instruments (which may include
Uniform Commercial Code termination statements on form UCC-3) acknowledging the
termination of this Agreement, and will promptly duly assign, transfer and
deliver to Pledgor (without recourse and without any representation or warranty)
free from any interest of the Administrative Agent or Lien granted hereunder
such of the Collateral as may be in possession of the Administrative Agent and
has not theretofore been sold or otherwise applied or released pursuant to this
Agreement together with such notices to third parties as may be necessary to
countermand any notices previously sent to them pursuant hereto.

     SECTION 26. Headings Descriptive, Etc.. The headings of the several
sections and subsections of this Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

     SECTION 27. GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER

                                       17
<PAGE>
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN
OR IN THE OPMW CREDIT AGREEMENT, TERMS USED IN ARTICLE 9 OF THE NY UCC ARE USED
HEREIN AS THEREIN DEFINED. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN PLEDGOR AND EACH
SECURED PARTY IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF
LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

     (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, PLEDGOR AND EACH SECURED
PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE
OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT PLEDGOR AND EACH SECURED
PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. PLEDGOR WAIVES IN ALL DISPUTES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

     (c) PLEDGOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST PLEDGOR OR
ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD FAITH TO
ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. PLEDGOR WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY SECURED
PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS.

     (d) PLEDGOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER FINANCING

                                       18
<PAGE>
DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE RESOLVED IN A BENCH
TRIAL WITHOUT A JURY.

     (e) THE PLEDGOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED AGENTS,
INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW YORK, NEW
YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE PLEDGOR TO RECEIVE FOR
AND ON BEHALF OF THE PLEDGOR SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS
IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED
ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE PLEDGOR AT ITS ADDRESS
SET FORTH IN ACCORDANCE WITH SECTION 23. THE PLEDGOR FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE PLEDGOR AT ITS SAID ADDRESS, SUCH
SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

     (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS
AGREEMENT TO (i) SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (ii) TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION, IN EITHER CASE SOLELY AS PERMITTED IN SUBSECTION (c) OF THIS
SECTION 27.

     SECTION 28. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

     SECTION 29. Limitation of Recourse. Except as otherwise expressly provided
in the Financing Documents and the OPNY Financing Documents, the obligations of
Pledgor hereunder are obligations solely of Pledgor and shall not constitute a
debt or obligation of any direct or indirect member, partner or shareholder of
Pledgor or any of their respective directors, officers, agents or employees
(each such Person, a "Non-Recourse Party"). No Non-Recourse Party shall be
liable for any amount payable by Pledgor under this Agreement and the Secured
Parties shall not seek a money judgment or deficiency or personal judgment
against any Non-Recourse Party for payment of the indebtedness payable by
Pledgor evidenced by this Agreement. No property or assets of any Non-Recourse
Party, other than as contemplated in the Financing Documents or the OPNY
Financing Documents, shall be sold, levied upon or otherwise used to satisfy any
judgment rendered in connection with any action brought against Pledgor with
respect to this Agreement or the other Financing Documents or OPNY Financing
Documents. The foregoing acknowledgments, agreements and waivers shall be
enforceable by any Non-Recourse Party. Notwithstanding the foregoing, nothing in
this Section shall limit or affect or be construed to limit or affect the
obligations and liabilities of any Credit Party or any other Non-Recourse Party
(a) in accordance with the terms of any Transaction Document or Financing
Document creating such liabilities and obligations to which such Credit Party or
Non-

                                       19
<PAGE>
Recourse Party is a party, (b) arising from liability pursuant to any applicable
Requirement of Law for such Credit Party's or such Non-Recourse Party's
fraudulent actions, knowing misrepresentations or willful misconduct or (c) with
respect to amounts distributed to it in violation of Section 6.10 of the OPMW
Credit Agreement.

     SECTION 30. Subordination. Notwithstanding any provision of this Agreement
or any other Financing Document to the contrary, (i) the security interests
created and granted hereby are subject to, subordinate and inferior to the
security interests created by the First Lien Partnership Interest Pledge
Agreement, in accordance with, and all rights, powers and remedies granted to
the OPNY Administrative Agent thereunder, are subject in all respects to the
terms and conditions of the Intercreditor Agreement, including restrictions on
the right of the OPMW Administrative Agent to give notices, exercise power of
attorney rights, direct or receive payments, hold, control or receive delivery
of any Assignment Collateral or other possessory collateral or to exercise
remedies and to apply proceeds of Collateral; provided, that if and to the
extent the Intercreditor Agreement is amended, supplemented or modified at any
time from time to time and such amendment, supplement or modification could
reasonably be expected to have any adverse effect on the Pledgor's rights,
duties or obligations hereunder or under any other Financing Document, such
amendment, supplement or modification shall not be effective as to the Pledgor
without the Pledgor's prior written acknowledgment (which acknowledgment shall
not be unreasonably conditioned, withheld or delayed) that such amendment,
modification or supplement shall be effective for purposes of this Agreement and
the other Financing Documents, (ii) the OPMW Administrative Agent on behalf of
each of the Secured Parties hereby acknowledges and agrees that the Pledgor
shall not have any duty and obligation with respect to the perfection or
priority of the security interest granted hereunder in and to any of the
Collateral (and no Default or Event of Default shall result or occur) to the
extent (a) such Collateral is in the possession or control of the OPNY
Administrative Agent, (b) such Collateral is not transferred by the OPNY
Administrative Agent to the OPMW Administrative Agent as required pursuant to
the Intercreditor Agreement, (c) such perfection or priority requires any
consent, approval or other action of the OPNY Administrative Agent, or (d) the
OPNY Administrative Agent then maintains a perfected, first priority security
interest in and to Collateral and (iii) no obligations contained in this
Agreement shall require the Pledgor to take or omit to take any action
inconsistent with the terms and conditions of the OPNY Deposit Account Agreement
and/or the Holdco Deposit Account Agreement and no Default or Event of Default
shall arise or result from the taking or omitting of such action.

                  [Remainder of page intentionally left blank]

                                       20
<PAGE>
     IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.



                                  ORION POWER NEW YORK LP, INC.



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

                                  Address: 1111 Louisiana Street
                                           Houston, TX 77002
                                           Attn: Senior Vice President -
                                                 Finance
                                  Telephone: (713) 207-3160
                                  Telecopy:  (713) 207-0988

                                  With a copy to:
                                  Address: 1111 Louisiana Street
                                           Houston, TX 77002
                                           Attn: General Counsel
                                  Telephone: (713) 207-7265
                                  Telecopy:  (713) 393-0140


                                  BANK OF AMERICA, N.A.
                                  not in its individual capacity, but solely as
                                  the OPMW Administrative Agent



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

                                  Address:  101 North Tryon Street
                                            NC1-001-08-19
                                            Charlotte, NC  28255
                                            Attn:  Laura S. Ryan
                                  Telecopy: (704) 386-3324

<PAGE>
                                                                         ANNEX I
                                                                              TO
                                           PARTNERSHIP INTEREST PLEDGE AGREEMENT


                              Partnership Interests
<PAGE>
                                                                     EXHIBIT K-1
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                                    [Form of]

                              AMENDED AND RESTATED
                     INTERCOMPANY WORKING CAPITAL AGREEMENT


     THIS AMENDED AND RESTATED INTERCOMPANY WORKING CAPITAL AGREEMENT, dated as
of October 28, 2002 (this "Agreement") between Orion Power MIDWEST, L.P., a
Delaware limited partnership ("Orion Power"), and TWELVEPOLE CREEK, LLC, a
Delaware limited liability company ("Twelvepole").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, Orion Power has entered into a Second Amended and Restated Credit
Agreement, dated as of October 28, 2002 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
with Banc of America Securities LLC, as a Lead Arranger and a Joint Book Runner,
BNP Paribas, as a Lead Arranger and a Joint Book Runner, BNP Paribas, as
Syndication Agent, The Bank of Nova Scotia, as a Documentation Agent, Mizuho
Corporate Bank, Ltd, as a Documentation Agent, Bayerische Hypo-Und Vereinsbank
AG, New York Branch, as a Documentation Agent, Bank of America, N.A., as Issuing
Bank, Bank of America, N.A., as Administrative Agent (the "Administrative
Agent"), and each financial institution which is a signatory thereto or which
may hereafter become an assignee pursuant to Section 9.06 of the Credit
Agreement (each a "Lender", and collectively the "Lenders"), pursuant to which
the Lenders have agreed, inter alia, to make available credit facilities to
Orion Power to finance a portion of the purchase price of the Portfolio Assets
(as defined in the Credit Agreement) and to provide working capital availability
to Orion Power;

     WHEREAS, the Credit Agreement contemplates the execution, delivery and the
implementation of this Agreement;

     WHEREAS, Orion Power, the Administrative Agent, the Lenders and certain
other parties signatory thereto have entered into a Second Amended and Restated
Deposit Account Agreement, dated as of October 28, 2002 (as the same may be
amended, supplemented or otherwise modified from time to time, the "Deposit
Account Agreement"), providing for, among other things, the establishment of the
Accounts and the application of the proceeds of the Collateral;

<PAGE>
     WHEREAS, the Credit Agreement contemplates the execution and delivery of a
Twelvepole Intercompany Working Capital Note by Twelvepole on the Restructuring
Effective Date;

     NOW, THEREFORE, subject to and upon the terms, conditions, covenants and
agreements contained herein, Orion Power and Twelvepole hereby agree to amend
and restate the existing Intercompany Working Agreement in its entirety as
follows, intending to be legally bound:

     1. Definitions.

          (a) As used in this Agreement, the following terms will have the
     following meanings unless the context requires otherwise:

              "AGREEMENT" means this Intercompany Working Capital Agreement as
     originally executed or hereafter amended.

          (b) Capitalized terms used herein but not defined herein have the
     meanings set forth in the Credit Agreement.

     2. Working Capital Line of Credit. (a) Subject to, and upon the terms,
conditions, covenants and agreements contained herein, Orion Power agrees to
lend to Twelvepole, at any time and from time to time from and after the
Restructuring Effective Date, such amounts as Twelvepole may request for working
capital, funding of construction costs and general operating purposes. Within
such limits and during such periods Twelvepole may borrow, repay and reborrow
hereunder. All loans made pursuant to the terms hereof, and any repayment
thereof, shall be made and repaid consistent with and as contemplated by, the
Deposit Account Agreement and the Credit Agreement.

          (b) All loans pursuant to Section 2(a) hereof shall be evidenced by a
     promissory note executed and delivered by Twelvepole in substantially the
     form of Exhibit K-2 to the Credit Agreement, payable to the order of Orion
     Power, bearing interest prior to maturity or default at a variable rate at
     all times at the rate set forth in the Twelvepole Intercompany Working
     Capital Note.

          (c) All past due principal and interest of the Twelvepole Intercompany
     Working Capital Note, whether due as the result of acceleration or maturity
     or otherwise, shall bear interest at the Default Rate from the date the
     payment thereof shall have become due until the same have been fully
     discharged by payment. Each advance and each payment of principal under the
     Twelvepole Intercompany Working Capital Note shall be evidenced by
     notations made by Orion Power in its business records or as an attached
     schedule to the Twelvepole Intercompany Working Capital Note.

     3. Use of Proceeds. The proceeds of the Twelvepole Intercompany Working
Capital Note shall be used by Twelvepole for working capital, funding of
construction costs and for general operating purposes.

                                        2
<PAGE>
     4. Covenants and Agreements. Until payment and performance in full of the
Intercompany Working Capital Notes and the obligations hereunder, Twelvepole
covenants and agrees to do the following:

          (a) Comply with its obligations under and pursuant to all Financing
     Documents to which it is a party.

          (b) Pay reasonable expenses of Orion Power, including reasonable legal
     expenses and attorneys' fees, which have been or may be incurred by Orion
     Power in connection with the lending and incurring of obligations or
     liabilities hereunder or for the enforcement of Twelvepole's obligations
     hereunder.

          (c) Furnish Orion Power with such financial and other information
     concerning Twelvepole as Orion Power shall reasonably request from time to
     time.

          (d) Execute and deliver a Twelvepole Intercompany Working Capital Note
     on the Restructuring Effective Date.

     5. Counterparts. This Agreement may be executed by the parties hereto in
several separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts together constitute one and the
same instrument.

     6. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

     7. Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

     8. Entire Agreement. This Agreement embodies the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior
agreements between the parties with respect to the subject matter hereof. Each
party hereto hereby agrees for the benefit of the Administrative Agent that all
references in the Financing Documents and all other documents and instruments
executed and delivered in connection therewith to the "Intercompany Working
Capital Agreement" shall be deemed to mean and include this Agreement.

     9. Amendment and Restatement. This Agreement is an amendment and
restatement of the Intercompany Working Capital Agreement dated as of December
15, 2000 (the "Original Agreement") between Orion Power and Twelvepole. It is
the intention of Orion Power and Twelvepole that this Agreement amend, restate,
extend and renew the terms and conditions of the Original Agreement, and is not
intended to be a novation or discharge of the obligations of Orion Power or
Twelvepole thereunder.

                  [Remainder of page intentionally left blank.]

                                       3
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.

                                            ORION POWER MIDWEST, L.P.,
                                            a Delaware limited partnership


                                            By: Orion Power MidWest GP, Inc.,
                                                its general partner


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


                                            TWELVEPOLE CREEK, LLC


                                            By:
                                                --------------------------------
                                            Name:
                                            Title:
<PAGE>
                                                                     EXHIBIT K-2
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                                    [Form of]

                        INTERCOMPANY WORKING CAPITAL NOTE


$150,000,000                                             New York, NY
                                                         October 28, 2002

     FOR VALUE RECEIVED, the undersigned, Twelvepole Creek, LLC, a limited
liability company organized under the laws of the State of Delaware ("Maker"),
hereby promises to pay to the order of Orion Power MidWest, L.P., a Delaware
limited partnership (the "Payee"), at 1111 Louisiana Street, Houston, Texas,
77002, (i) the principal amount of $150,000,000, or if less, the aggregate
unpaid principal amount of each loan or advance made by the Payee to the Maker,
at any time upon demand by the Payee, in lawful money of the United States of
America in immediately available funds, and (ii) interest from the date hereof
on the principal amount hereof from time to time outstanding, in like funds, at
a rate per annum equal to the rate applicable at such time to Base Rate Loans
pursuant to Section 2.06 of the Credit Agreement (as defined below), all as
recorded either on the grid attached to this Note or in the records of the
Payee; provided, however, that the failure to make any such recordation or any
error in such recordation shall not in any way affect the Maker's obligation to
repay this Note. This Note may be prepaid in whole or in part at any time
without premium or penalty. Amounts prepaid on this Note may be reborrowed.
Terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Second Amended and Restated Credit Agreement, dated as
of October 28, 2002 (as amended or modified from time to time, the "Credit
Agreement"), among the Payee, BANC OF AMERICA SECURITIES LLC, as a Lead Arranger
and a Joint Book Runner, BNP PARIBAS, as a Lead Arranger and a Joint Book
Runner, BNP PARIBAS, as Syndication Agent, The Bank of Nova Scotia, as a
Documentation Agent, Mizuho Corporate Bank, Ltd, as a Documentation Agent,
Bayerische Hypo-Und Vereinsbank AG, New York Branch, as a Documentation Agent,
BANK OF AMERICA, N.A., as Issuing Bank and Administrative Agent, and each
financial institution which is a signatory thereto or which may hereafter become
an assignee pursuant to Section 9.06 of the Credit Agreement, as a lender.

     The Maker promises to pay interest, on demand, on any overdue principal
and, to the extent permitted by law, overdue interest from their due dates at
the rate per annum applicable pursuant to the preceding paragraph, plus 2.00%.

     The Maker and any and all sureties, guarantors and endorsers of this Note
and all other parties now or hereafter liable hereon, severally waive grace,
presentment of

<PAGE>
payment, protest, notice of any kind (including notice of dishonor, notice of
protest, notice of intention to accelerate and notice of acceleration) and
diligence in collecting and bringing suit against any party hereto, and agree
(i) to all extensions and partial payments, with or without notice before or
after maturity, (ii) to any substitution, exchange or release of any security
now or hereafter given for this Note, (iii) to the release of any party
primarily or secondarily liable hereon and (iv) that it will not be necessary
for the Payee, or any of its successors or assigns, in order to enforce payment
of this Note, to first institute or exhaust their remedies against the Maker or
any other party liable therefor or against any security for this Note. The
nonexercise by the holder of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent
instance.

     The outstanding principal balance of the loans and advances evidenced by
this Note shall automatically become immediately due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
expressly waived by the Maker, upon occurrence of an Event of Default under the
Credit Agreement and any acceleration of the maturity of the Obligations,
unless, however, such acceleration has been stayed, prevented or otherwise
frustrated for any reason, in which event, solely upon the occurrence of an
Event of Default under the Credit Agreement.

     The Payee hereby subordinates in right of payment all indebtedness of the
Maker owing to it, whether originally contracted with the Payee or acquired by
the Payee by assignment, transfer or otherwise, whether now owed or hereafter
arising, whether for principal, interest, fees, expenses or otherwise, together
with all renewals, extensions, increases or rearrangements thereof, to the prior
indefeasible payment in full in cash of the Obligations (as defined in the
Credit Agreement), whether now owed or hereafter arising, whether for principal,
interest (including interest accruing after the filing of a petition initiating
any proceeding referred to in Section 7.07 of the Credit Agreement), fees,
expenses or otherwise together with all renewals, extensions, increases or
rearrangements thereof.

     This Note shall be construed in accordance with and governed by the laws of
the State of New York and any applicable laws of the United States of America.

     In the event this Note is not paid when due at any stated or accelerated
maturity, the Maker agrees to pay, in addition to the principal of and interest
on this Note, all costs of collection, including reasonable attorneys' fees.

     This Intercompany Working Capital Note is an amendment and restatement of
the Intercompany Working Capital Note in the amount of $150,000,000 made by the
Maker to the Payee, dated December 28, 2000 (the "Original Intercompany Working
Capital Note"). It is the intention of the Maker and the Payee that this Note
amend, restate, extend and renew the terms and conditions of the Original
Intercompany Working Capital Note, and is not intended to be a novation or
discharge of the obligations of the Maker thereunder.

                  [Remainder of page intentionally left blank.]

<PAGE>
                                    TWELVEPOLE CREEK, LLC


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


                                    Accepted and agreed to as of the date first
                                    written above:

                                    ORION POWER MIDWEST, L.P.


                                    By: Orion Power MidWest GP, Inc.,
                                        its general partner


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

<PAGE>
ASSIGNMENT

     FOR VALUE RECEIVED, Orion Power MidWest, L.P. hereby assigns and transfers
unto                                   , the Intercompany Working Capital Note
     ----------------------------------
dated as of October 28, 2002 and made by Twelvepole Creek, LLC.

     Dated:


                                            ORION POWER MIDWEST, L.P.


                                            By: Orion Power MidWest GP, Inc.,
                                                its general partner


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:
<PAGE>
                                                                     EXHIBIT L-1
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                              AMENDED AND RESTATED
                         SUBSIDIARY GUARANTEE AGREEMENT

                          DATED AS OF OCTOBER 28, 2002

                                      AMONG

                           THE GUARANTOR NAMED HEREIN

                                       AND

                             BANK OF AMERICA, N.A.,

                             AS ADMINISTRATIVE AGENT
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                                 Page
-------                                                                                                                 ----
<S>               <C>                                                                                                   <C>
SECTION 1.        Guarantee...............................................................................................1

SECTION 2.        Guarantee Absolute......................................................................................2

SECTION 3.        Waivers.................................................................................................2

SECTION 4.        Security for Guarantee..................................................................................5

SECTION 5.        Subrogation.............................................................................................5

SECTION 6.        Representations and Warranties..........................................................................6

SECTION 7.        Affirmative Covenants...................................................................................8

SECTION 8.        Negative Covenants.....................................................................................17

SECTION 9.        Amendments, Etc........................................................................................22

SECTION 10.       Notices, Etc...........................................................................................22

SECTION 11.       No Waiver; Remedies....................................................................................22

SECTION 12.       Right of Set-off.......................................................................................22

SECTION 13.       Continuing Guarantee...................................................................................23

SECTION 14.       Assignments............................................................................................23

SECTION 15.       [Intentionally Omitted.]...............................................................................23

SECTION 16.       Limitation of Liability................................................................................23

SECTION 17.       [Intentionally Omitted.]...............................................................................23

SECTION 18.       Counterparts...........................................................................................23

SECTION 19.       Savings Clause.........................................................................................24

SECTION 20.       Governing Law; Submission to Jurisdiction and Venue....................................................24

SECTION 21.       Subordination by Guarantors............................................................................25
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>               <C>                                                                                                    <C>
SECTION 22.       Survival of Agreement..................................................................................26

SECTION 23.       Entire Agreement.......................................................................................26

SECTION 24.       Headings...............................................................................................26

SECTION 25.       Amendment and Restatement..............................................................................26
</TABLE>


                                       ii
<PAGE>
      THIS AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT (this "Guarantee
Agreement") is dated as of October 28, 2002 among TWELVEPOLE CREEK, LLC, a
Delaware limited liability company (the "Guarantor") and BANK OF AMERICA, N.A.,
as Administrative Agent (in such capacity, the "Administrative Agent") for the
Lenders (as defined below) under the Credit Agreement (as defined below).

      Reference is made to that certain Second Amended and Restated Credit
Agreement, dated as of the Restructuring Effective Date (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Orion Power MidWest, L.P. (the "Borrower"), Banc of America Securities LLC
and BNP Paribas, as lead arrangers (the "Lead Arrangers") and joint book
runners, the financial institutions from time to time signatories thereto (the
"Lenders"), Bank of America, N.A., as Issuing Bank, the Administrative Agent,
BNP Paribas, as syndication agent, and The Bank of Nova Scotia, Mizuho Corporate
Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as
documentation agents, pursuant to which the Lenders have agreed to renew, modify
and extend credit to the Borrower upon the terms and subject to the conditions
set forth therein. Terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement and the principles of
construction set forth in Section 1.04 of the Credit Agreement shall apply
hereto. In the event any conflict between the terms of this Guarantee Agreement
and the Credit Agreement, the terms of the Credit Agreement shall prevail.

      The obligations of the Lenders to continue to extend credit under the
Credit Agreement are conditioned on, among other things, the execution and
delivery by the Guarantor of a Guarantee Agreement in the form hereof. The
proceeds of the credit extended to the Borrower under the Credit Agreement will,
in part, enable the Borrower to provide Twelvepole with working capital pursuant
to the Twelvepole Intercompany Working Capital Note. As a Subsidiary, the
Guarantor acknowledges that it will derive substantial benefits from the
extension of credit to the Borrower under the Credit Agreement. As consideration
therefor and in order to induce the Lenders to make Loans and continue to issue
the Letters of Credit, the Guarantor is willing to execute and deliver this
Guarantee Agreement.

      Accordingly, the Guarantor, intending to be legally bound, hereby agrees
with the Administrative Agent, for the ratable benefit of the Secured Parties,
as follows:

      SECTION 1 Guarantee. The Guarantor unconditionally guarantees, jointly and
severally, as a primary obligor and not merely as a surety, the due and punctual
payment by the Borrower of (a) the principal of and interest (including interest
accruing after the filing of a petition initiating any proceeding referred to in
Section 7.07 of the Credit Agreement) on the Loans and all amounts drawn under
all Letters of Credit, when and as due and payable, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (b) each
payment required to be made by the Borrower under any Interest Hedge Contract
entered into by the Borrower with any Lender, and (c) all other Obligations of
the Borrower and the payment obligations of the other Credit Parties (other than
the Sponsor) to the Secured Parties under the Credit Agreement and the other
Financing Documents (all the foregoing obligations being collectively called the
"Guaranteed Obligations"), and agrees to pay any and all expenses (including
reasonable counsel fees and expenses) incurred in enforcing any rights under
this Guarantee Agreement.
<PAGE>
      SECTION 2 Guarantee Absolute. (a) The Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Financing Documents, regardless of any law, regulation or order now or hereafter
in effect in any jurisdiction affecting any of such terms or the rights of the
Secured Parties with respect thereto. The obligations of the Guarantor under
this Guarantee Agreement are independent of the Guaranteed Obligations, and a
separate action or actions may be brought and prosecuted against the Guarantor
to enforce this Guarantee Agreement, irrespective of whether any action is
brought against the Borrower or whether the Borrower is joined in any such
action or actions. This Guarantee Agreement is an absolute and unconditional
guaranty of payment when due, and not of collection, by the Guarantor of the
Guaranteed Obligations in each and every particular. The obligations of the
Guarantor hereunder are several from those of the Borrower and are primary
obligations concerning which the Guarantor is the principal obligor. The Secured
Parties shall not be required to mitigate damages or take any action to reduce,
collect or enforce the Guaranteed Obligations.

      (b) This Guarantee Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the
Administrative Agent or any other Secured Party upon the insolvency, bankruptcy
or reorganization of the Borrower or otherwise, all as though such payment had
not been made.

      (c) The obligations of the Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including the
existence of any claim, set-off or other right which the Guarantor may have at
any time against the Borrower, the Administrative Agent or other Secured Party
or any other corporation or person, whether in connection herewith or any
unrelated transactions; provided, that, nothing herein shall prevent the
assertion of any such claim by separate suit or counterclaim. Without limiting
the generality of the foregoing, the Guarantor's liability shall extend to all
amounts that constitute part of the Guaranteed Obligations and would be owed by
the Borrower to any Secured Party under the Financing Documents but for the fact
that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the Borrower.

      SECTION 3 Waivers. The Guarantor hereby waives presentment to, demand of
payment from and protest to the Borrower of any of the Guaranteed Obligations,
and also waives promptness, diligence, notice of acceptance of its guarantee,
any other notice with respect to any of the Guaranteed Obligations and this
Guarantee Agreement and any requirement that the Administrative Agent or any
other Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto. The Guarantor further waives any right to require that resort
be had by the Administrative Agent or any other Secured Party to any security
held for payment of the Guaranteed Obligations or to any balance of any deposit,
account or credit on the books of the Administrative Agent or any other Secured
Party in favor of the Borrower or any other person. The Guarantor hereby
consents and agrees to each of the following to the fullest extent permitted by
applicable Requirements of Law, and agrees to the fullest extent permitted by
applicable Requirements of Law that the Guarantor's obligations under this
Guarantee Agreement shall not be released, diminished, impaired, reduced or
adversely affected by any of the following, and


                                        2
<PAGE>
waives any rights (including rights to notice) which the Guarantor might
otherwise have as a result of or in connection with any of the following:

            (a) any renewal, extension, modification, increase, decrease,
      alteration or rearrangement of all or any part of the Guaranteed
      Obligations or any instrument executed in connection therewith, or any
      contract or understanding with the Borrower, the Administrative Agent, the
      other Secured Parties, or any of them, or any other person, pertaining to
      the Guaranteed Obligations;

            (b) any adjustment, indulgence, forbearance or compromise that might
      be granted or given by the Administrative Agent or any other Secured Party
      to the Borrower or the Guarantor or any person liable on the Guaranteed
      Obligations; or the failure of the Administrative Agent or any other
      Secured Party to assert any claim or demand or to exercise any right or
      remedy against the Borrower or the Guarantor under the provisions of any
      Financing Document or otherwise; or any rescission, waiver, amendment or
      modification of, or any release from any of the terms or provisions of,
      any Financing Document, any guarantee or any other agreement;

            (c) the insolvency, bankruptcy arrangement, adjustment, composition,
      liquidation, disability, dissolution or lack of power of the Borrower or
      any other person at any time liable for the payment of all or part of the
      Guaranteed Obligations; or any dissolution of the Borrower or the
      Guarantor, or any change, restructuring or termination of the corporate
      structure or existence of the Borrower or the Guarantor, or any sale,
      lease or transfer of any or all of the assets of the Borrower or the
      Guarantor, or any change in the shareholders, partners, or members of the
      Borrower or the Guarantor; or any default, failure or delay, willful or
      otherwise, in the performance of the Guaranteed Obligations;

            (d) the invalidity, illegality or unenforceability of all or any
      part of the Guaranteed Obligations, or any document or agreement executed
      in connection with the Guaranteed Obligations, for any reason whatsoever,
      including the fact that the Guaranteed Obligations, or any part thereof,
      exceed the amount permitted by law, the act of creating the Guaranteed
      Obligations or any part thereof is ultra vires, the officers or
      representatives executing the documents or otherwise creating the
      Guaranteed Obligations acted in excess of their authority, the Guaranteed
      Obligations violate applicable usury laws, the Borrower has valid
      defenses, claims or offsets (whether at law, in equity or by agreement)
      which render the Guaranteed Obligations wholly or partially uncollectible
      from the Borrower, the creation, performance or repayment of the
      Guaranteed Obligations (or the execution, delivery and performance of any
      document or instrument representing part of the Guaranteed Obligations or
      executed in connection with the Guaranteed Obligations or given to secure
      the repayment of the Guaranteed Obligations) is illegal, uncollectible,
      legally impossible or unenforceable, or the documents or instruments
      pertaining to the Guaranteed Obligations have been forged or otherwise are
      irregular or not genuine or authentic;

            (e) any full or partial release of the liability of the Borrower on
      the Guaranteed Obligations or any part thereof, of any co-guarantors, or
      of any other person


                                       3
<PAGE>
      now or hereafter liable, whether directly or indirectly, jointly,
      severally, or jointly and severally, to pay, perform, guarantee or assure
      the payment of the Guaranteed Obligations or any part thereof, it being
      recognized, acknowledged and agreed by the Guarantor that the Guarantor
      may be required to pay the Guaranteed Obligations in full without
      assistance or support of any other person, and the Guarantor has not been
      induced to enter into this Guarantee Agreement on the basis of a
      contemplation, belief, understanding or agreement that any parties other
      than the Borrower will be liable to perform the Guaranteed Obligations, or
      that the Secured Parties will look to other parties to perform the
      Guaranteed Obligations;

            (f) the taking or accepting of any other security, collateral or
      guaranty, or other assurance of payment, for all or any part of the
      Guaranteed Obligations;

            (g) any release, surrender, exchange, subordination, deterioration,
      waste, loss or impairment (including negligent, unreasonable or
      unjustifiable impairment) of any letter of credit, collateral, property or
      security, at any time existing in connection with, or assuring or securing
      payment of, all or any part of the Guaranteed Obligations;

            (h) the failure of the Administrative Agent, any other Secured Party
      or any other person to exercise diligence or reasonable care in the
      preservation, protection, enforcement, sale or other handling or treatment
      of all or any part of such collateral, property or security;

            (i) the fact that any collateral, security, security interest or
      lien contemplated or intended to be given, created or granted as security
      for the repayment of the Guaranteed Obligations shall not be properly
      perfected or created, or shall prove to be unenforceable or subordinate to
      any other security interest or lien, it being recognized and agreed by the
      Guarantor that the Guarantor is not entering into this Guarantee Agreement
      in reliance on, or in contemplation of the benefits of, the validity,
      enforceability, collectibility or value of any of the Collateral;

            (j) any payment by the Borrower to the Administrative Agent or any
      other Secured Party being held to constitute a preference under Title 11
      of the United States Code or any similar Federal or state law, or for any
      reason the Administrative Agent or any other Secured Party being required
      to refund such payment or pay such amount to the Borrower or someone else;

            (k) any other action taken or omitted to be taken with respect to
      the Guaranteed Obligations, or the security and collateral therefor,
      whether or not such action or omission prejudices the Guarantor or
      increases the likelihood that the Guarantor will be required to pay the
      Guaranteed Obligations pursuant to the terms hereof, it being the
      unambiguous and unequivocal intention of the Guarantor that the Guarantor
      shall be obligated to pay the Guaranteed Obligations when due,
      notwithstanding any occurrence, circumstance, event, action or omission
      whatsoever, whether or not contemplated, and whether or not otherwise or
      particularly described herein, except for the full and indefeasible
      payment and satisfaction of the Guaranteed Obligations in cash;


                                       4
<PAGE>
            (l) the fact that all or any of the Guaranteed Obligations cease to
      exist by operation of law, including by way of a discharge, limitation or
      tolling thereof under applicable bankruptcy laws; or

            (m) any other circumstance (including any statute of limitations)
      that might in any manner or to any extent otherwise constitute a defense
      (other than a defense of indefeasible payment and performance in full of
      the Guaranteed Obligations) available to, vary the risk of, or operate as
      a discharge of, the Borrower or the Guarantor as a matter of law or
      equity.

All waivers herein contained shall be without prejudice to the Administrative
Agent at its option to proceed against the Borrower, the Guarantor or any other
person, whether by separate action or by joinder.

      SECTION 4 Security for Guarantee. The Guarantor authorizes the
Administrative Agent, in accordance with the terms and subject to the conditions
set forth in the Credit Agreement and the Security Documents, (a) to take and
hold security for the payment of this Guarantee Agreement and the Guaranteed
Obligations and to exchange, enforce, waive and release any such security, (b)
to apply such security and direct the order or manner of sale thereof as the
Administrative Agent in its reasonable discretion may determine in accordance
with the Financing Documents and (c) to release or substitute any one or more
endorsees, other guarantors or other obligors. The Administrative Agent may, at
its election, in accordance with the terms and subject to the conditions set
forth in the Credit Agreement and the Security Documents, foreclose on any
security held by it by one or more judicial or nonjudicial sales, or exercise
any other right or remedy available to it against the Borrower or the Guarantor,
or any security, without affecting or impairing in any way the liability of the
Guarantor hereunder, except to the extent the Guaranteed Obligations have been
indefeasibly paid in full in cash.

      SECTION 5 Subrogation. In furtherance of the foregoing and not in
limitation of any other right which the Administrative Agent or any other
Secured Party has at law or in equity against the Guarantor by virtue hereof,
upon the failure of the Borrower or the Guarantor to pay any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, the Guarantor hereby
promises to and will, upon receipt of written demand by the Administrative
Agent, forthwith pay, or cause to be paid, to the Administrative Agent for
distribution to the Lenders and the other Secured Parties, if and as
appropriate, in cash the amount of such unpaid Guaranteed Obligation. The
Guarantor shall not exercise any claims or rights which it may now have or
hereafter acquire against the Borrower or any other Credit Party that arise from
the existence, payment, performance or enforcement of the Guarantor's
obligations under this Guarantee Agreement or any other Financing Documents,
including any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the
Administrative Agent or any other Secured Party against the Borrower or any
Collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including the right to take or receive from the
Borrower directly or indirectly, in cash or other property or by setoff or any
other manner, payment or security on account of such claim, remedy or right,
until the later of (a) the indefeasible cash payment in full of the Guaranteed
Obligations


                                       5
<PAGE>
and all other amounts payable under this Guarantee Agreement and (b) the
termination of the Commitments. If any amount shall be paid to the Guarantor at
any time prior to the later of the events set forth in clauses (a) and (b) of
the preceding sentence, such amount shall be held in trust for the benefit of
the Administrative Agent and the other Secured Parties and shall forthwith be
paid to the Administrative Agent to be credited and applied to the Guaranteed
Obligations and all other amounts payable under this Guarantee Agreement,
whether matured or unmatured, in accordance with the terms of the Financing
Documents, or to be held as Collateral for any Guaranteed Obligations or other
amounts payable under this Guarantee Agreement thereafter arising. The Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by the Financing Documents and that the
waiver set forth in this Section 5 is knowingly made in contemplation of such
benefits.

      SECTION 6 Representations and Warranties. The Guarantor hereby represents
and warrants as follows:

      (a) Existence; Due Qualification; Compliance With Law. The Guarantor (a)
is duly formed, validly existing and in good standing under the laws of the
State of Delaware, (b) has all requisite power and authority to own its property
and assets, to borrow money and to transact the business in which it is
presently engaged and in which it proposes to be engaged, (c) has duly qualified
and is authorized to do business and is in good standing in every jurisdiction
where the character of its properties or the nature of its activities makes such
qualification necessary, except where the failure to be so qualified could not
reasonably be expected to have a material adverse effect on any Portfolio Asset
and (d) is in full compliance with its Governing Documents, all Contractual
Obligations, all applicable material Requirements of Law and all Governmental
Approvals, except to the extent that the failure to comply with any of the
foregoing could not reasonably be expected to have a Material Adverse Effect

      (b) Power; Authority; No Violation; Binding Effect. The execution,
delivery and performance by the Guarantor of the Transaction Documents to which
it is a party and the consummation of the transactions contemplated thereby (i)
are within its powers, (ii) have been duly authorized by all necessary
corporate, limited liability company or partnership action, (iii) do not and
will not contravene (A) its Governing Documents or (B) any material Requirement
of Law, any material Contractual Obligation or any material Governmental
Approval binding on or affecting it and (iv) do not and will not conflict with
or be inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien
(except Permitted Liens) upon any of its properties or assets pursuant to, the
terms of any material Contractual Obligation binding on or affecting it.

      (c) Due Execution and Delivery. The Guarantor has duly executed and
delivered each Transaction Document to which it is a party. Each Transaction
Document constitutes the legal, valid and binding obligation of the Guarantor
(to the extent it is a party thereto), enforceable against the Guarantor in
accordance with its terms, except as enforcement thereof may be subject to (i)
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally and (ii) general
principles of equity.


                                       6
<PAGE>
      (d) Ownership of Property. Except for property, assets and revenues
disposed of in accordance with Section 6.11 of the Credit Agreement or Section
8.11 hereof, the Guarantor has good title to, or valid leasehold, easement or
right-of-way interests in, the material property, assets or revenues which it
purports to own, lease or hold any such interest in, free and clear of all Liens
(except Permitted Liens), including possession of all required real estate
interests and licenses, Intellectual Property and other proprietary rights,
except where the failure to own or possess any of the foregoing could not
reasonably be expected to have a material adverse effect on any Portfolio Asset.

      (e) Governmental Approvals. The Guarantor has all Governmental Approvals
required to authorize, and currently required to be maintained (and currently
expects to be able to obtain all Governmental Approvals required in the future
on or prior to the date and time required) under applicable Requirements of Law
in connection with (i) the execution, delivery and performance by the Guarantor
of the Transaction Documents and the Operational Plans to which it is a party,
(ii) the ownership, maintenance or operation of the Portfolio Assets as
contemplated by the Transaction Documents to which it is a party and the
Operational Plans, and (iii) the legality, validity, binding effect or
enforceability of any Transaction Document except, in each case where the
failure to obtain such Governmental Approvals could not reasonably be expected
to have a material adverse effect on any Portfolio Asset. Except as set forth on
Schedule 4.04 of the Credit Agreement, all applicable waiting periods (including
appeal periods) relating to any such Governmental Approval or other approval
which are required and have been obtained have expired without any adverse
action taken with respect thereto. All such Governmental Approvals are in full
force and effect and are not subject to any appeal or similar proceeding, except
where the failure to be in full force and effect or any such appeal or
proceeding could not reasonably be expected to have a material adverse effect on
any Portfolio Asset. The Guarantor is not in violation of any condition in any
material Governmental Approval, which violation could reasonably be expected to
have a material adverse effect on any Portfolio Asset.

      (f) Solvency. As of the Restructuring Effective Date, the Guarantor is
and, after consummation of the transactions contemplated by this Guarantee
Agreement, will be Solvent. As used herein, "Solvent" shall mean, with respect
to any Person as of a particular date, that on such date (i) such Person is able
to realize upon its assets and pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of
business, (ii) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person's ability to pay such debts
and liabilities as they mature in their ordinary course, taking into account the
timing of and amounts of cash to be received by such Person and the timing of
and amounts of cash to be payable on or in respect of debts and liabilities of
such Person, (iii) such Person is not engaged in a business or a transaction,
and is not about to engage in a business or a transaction, for which such
Person's property would constitute unreasonably small capital after giving due
consideration to the industry in which such Person is engaged or is to engage,
(iv) the fair value of the property of such Person is greater than the total
amount of liabilities, including contingent liabilities, of such Person and (v)
the present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts and liabilities as they become absolute and matured. In computing the
amount of contingent liabilities at any time, it is intended that such
liabilities will


                                       7
<PAGE>
be computed at the amount which, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

      (g) Conditions Precedent. There are no conditions precedent to the
effectiveness of this Guarantee Agreement that have not been satisfied or
waived.

      (h) Independent Analysis. The Guarantor has, independently and without
reliance upon the Administrative Agent or any other Secured Party and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Guarantee Agreement. The Guarantor has
investigated fully the benefits and advantages which will be derived by it from
execution of this Guarantee Agreement, and the general partner or manager of the
Guarantor has decided that a direct or an indirect benefit will accrue to the
Guarantor by reason of the execution of this Guarantee Agreement.

      (i) Intent; Considerations. (i) This Guarantee Agreement is not given with
actual intent to hinder, delay or defraud any Person to which the Guarantor is
or will become, on or after the date hereof, indebted; (ii) the Guarantor has
received at least a reasonably equivalent value in exchange for the giving of
this Guarantee Agreement; (iii) the Guarantor is not engaged in a business or
transaction, nor is about to engage in a business or transaction, for which any
property remaining with the Guarantor constitutes an unreasonably small amount
of capital; and (iv) the Guarantor does not intend to incur debts that will be
beyond the Guarantor's ability to pay as such debts mature.

      SECTION 7 Affirmative Covenants. The Guarantor covenants and agrees that,
so long as this Guarantee Agreement is in effect and any Lender shall have any
Commitment outstanding under the Credit Agreement, and until the Notes, together
with interest, and all other Obligations are indefeasibly paid in full and all
Letters of Credit have been cancelled or have expired and all amounts drawn
thereunder have been indefeasibly reimbursed in full and the OPNY Obligations
have been indefeasibly paid in full, the Guarantor will:

            Section 7.01 Conduct of Business; Maintenance of Existence. (a)
Engage solely in the business of owning, operating, maintaining and managing its
interests in the Portfolio Assets which the Guarantor owns, (b) preserve and
maintain in full force and effect its existence as a limited liability company
under the laws of the state of Delaware and its qualification to do business in
every jurisdiction where the character of its properties or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified could not reasonably be expected to have a material adverse effect on
any Portfolio Asset, (c) preserve and maintain all of its rights, privileges,
permits and franchises necessary for the ownership, operation, maintenance and
management of its interest in the Portfolio Assets which the Guarantor owns, in
accordance with the Transaction Documents and (d) subject to Section 6.11 of the
Credit Agreement and Section 8.11 hereof, keep all property useful and necessary
in its business in good working order and condition (except to the extent that
any such property is no longer used or useful for the business of the
Guarantor), ordinary wear and tear excepted. The Guarantor shall not amend its
Governing Documents in any manner, the result of which would


                                       8
<PAGE>
be to alter the distribution, nature of business, management, transfer of
interests or powers of the general partner provisions thereof.

            Section 7.02 Governmental Approvals. Duly obtain on, or prior to,
such date as the same may be legally required, and thereafter maintain in effect
as long as legally required, all Governmental Approvals required to be obtained
by the Guarantor under Section 4.04 of the Credit Agreement and Section 6(e)
hereof, except to the extent the failure to so obtain or maintain could not
reasonably be expected to result in a Material Adverse Effect.

            Section 7.03 Payment of Indebtedness. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all of its Obligations and other Indebtedness and monetary obligations of
whatever nature (except for any Indebtedness (other than the Obligations) or
other monetary obligations which are being contested in good faith and by
appropriate proceedings if (a) Acceptable Reserves have been established, and
(b) such contest does not involve any unreasonable risk of the sale, forfeiture
or loss of any of the right, title estate and interest of the Guarantor in any
Portfolio Asset, taking into account the existence of such Acceptable Reserves).

            Section 7.04 Accounts. Maintain all of its Accounts with the
Administrative Agent in accordance with, and apply or cause the application of,
all amounts on deposit therein as required by the Deposit Account Agreement and
the other Financing Documents.

            Section 7.05 Performance of Covenants, Etc. Perform and observe all
of its Contractual Obligations, including all such the covenants and agreements
contained in the Project Contracts to which it is a party and shall enforce
(including, as necessary, through negotiation, litigation or other reasonable
means) the rights granted to it under and in connection with each of the
Transaction Documents, except where the failure to perform and observe such
Contractual Obligations or enforce such rights could not reasonably be expected
to have a material adverse effect on any Portfolio Asset.

            Section 7.06 Insurance Requirements. Procure and maintain with
respect to the Guarantor and all of the Guarantor's Portfolio Assets, insurance
against physical loss, public liability, property damage, general liability,
business interruption, environmental risk and other insurance, with coverages
and limits in no event less than those required to be maintained by the
Guarantor, as set forth on Schedule 5.06 to the Credit Agreement (and in
conformance with the requirements set forth thereon). All premiums due under all
insurance policies required to be maintained by the Guarantor under Section 5.06
of the Credit Agreement will be paid timely by or on behalf of the Guarantor.
All proceeds of insurance shall be applied as provided in the Deposit Account
Agreement.

            Section 7.07 Books and Records. Keep proper books of records and
accounts in which full, true and correct entries shall be made of all of its
transactions in accordance with GAAP.

            Section 7.08 Visitation, Inspection, etc. Permit representatives of
the Administrative Agent, the Independent Engineer and the Lead Arrangers (at
the cost and expense


                                       9
<PAGE>
of the Guarantor so long as any Default or Event of Default exists), and any
other Lender (at the cost and expense of such Lender) to visit and inspect any
of its Portfolio Assets, to examine its books and records and to make copies and
take extracts therefrom, and to discuss its affairs, finances and accounts with
its officers and employees and its independent accountants, all with reasonable
prior notice and at such reasonable times as such Person may reasonably request
and subject to the Guarantor's reasonable rules and procedures regarding
operation, safety and confidentiality.

            Section 7.09 Requirements of Law. Comply with all Requirements of
Law and Governmental Approvals (a) applicable to it and the Guarantor's portion
of the Portfolio Assets, including all Environmental Laws and (b) required of
the Guarantor by virtue of any concessions and licenses held by the Guarantor
except in each case when any such Requirement of Law or Governmental Approval is
being contested in good faith and by appropriate proceedings (or, as
appropriate, settlement negotiations) and for which Acceptable Reserves have
been established, except in each case where the failure to so comply could not
reasonably be expected to have a material adverse effect on any Portfolio Asset;
provided, that, the Guarantor shall not be required to establish Acceptable
Reserves in respect of any "new source review" enforcement action brought by the
Environmental Protection Agency against the Guarantor or any Portfolio Asset
(other than for penalties that may be assessed as a result of such enforcement
action) that the Guarantor is contesting in good faith or in respect of which
such Borrower Entity is involved in settlement negotiations.

            Section 7.10 [Intentionally Omitted.]

            Section 7.11 Operating Budget.

            (a) Cause to be delivered to the Administrative Agent for its
approval (such approval not to be unreasonably conditioned, withheld or delayed)
an Operating Budget for the Borrower not less than 30 days in advance of each
calendar year satisfying the requirements contained in the definition thereof
(it being understood that the initial Operating Budget shall cover the period
through December 31, 2003); provided, that, with respect to any Operating
Budget, if the Administrative Agent fails to approve such Operating Budget or
provides notice to the Borrower and the Guarantor that it rejects all or any
portion of such Operating Budget, the Guarantor, the Borrower and the
Administrative Agent (in consultation with the Independent Experts) agree to
work in good faith to resolve such dispute; and provided, further, that if an
Operating Budget is not adopted and approved on or prior to the first day of any
calendar year, the Guarantor shall adhere to the Interim Operating Budget until
such time as an Operating Budget is adopted and approved by the Administrative
Agent (in consultation with the Independent Experts).

            (b) Operate and maintain its portion of the Portfolio Assets or
cause its portion of the Portfolio Assets to be operated and maintained, in
accordance with each Operating Budget and subject to the terms of Section 5.11
of the Credit Agreement.

            Section 7.12 Payment of Taxes and Claims. Timely cause to be paid
and discharged (whether by it, an Affiliate or otherwise) all taxes, assessments
and governmental


                                       10
<PAGE>
charges or levies lawfully imposed upon the Guarantor or upon its income or
profits or upon its portion of the Portfolio Assets or the Collateral and all
lawful claims or obligations that, if unpaid, would become a Lien upon the
Collateral, real or personal, or upon any part thereof; provided, that, the
Guarantor shall have the right to contest in good faith the validity or amount
of any such tax, assessment, charge, levy, claim or obligation by proper
proceedings, and may permit the taxes, assessments, charges, levies, claims or
obligations so contested to remain unpaid during the period of such contest if:
(a) the Guarantor diligently prosecutes such contest in good faith and by
appropriate proceedings and for which Acceptable Reserves have been established;
(b) during the period of such contest, the enforcement of any contested item is
effectively stayed; and (c) the failure to pay or comply with the contested item
could not reasonably be expected to result in a Material Adverse Effect taking
into account the existence of such Acceptable Reserves.

            Section 7.13 Maintenance and Operation of Portfolio Assets; Repair
and Replacement of Portfolio Assets.

            (a) Operate and maintain its portion of the Portfolio Assets and
conduct its business (i) in accordance with Prudent Industry Practice, (ii) in
accordance with all applicable material Requirements of Law, except where being
contested in good faith and by appropriate proceedings, and as to which
Acceptable Reserves have been established, or except where the failure to so
operate and maintain the Portfolio Assets could not reasonably be expected to
have a material adverse effect on any Portfolio Asset, and (iii) in accordance
with the terms of any insurance policy or policies in effect at any time with
respect to its portion of the Portfolio Assets or any part thereof; and

            (b) After the occurrence of a loss, damage, destruction or taking of
any part of its portion of the Portfolio Assets, proceed diligently with all
work necessary to replace and/or repair such loss, destruction or damage to the
extent required pursuant to the terms of the Financing Documents.

            Section 7.14 Real and Personal Property. Except as permitted in
Section 8.11 hereof or Section 6.11 of the Credit Agreement, maintain good title
to or valid leasehold, easement or right-of-way interests in the material
property, assets or revenues on which it purports to own, lease or hold any such
interest in, free and clear of all Liens (except Permitted Liens), including the
possession of all material real estate interests and licenses, material
Intellectual Property and other material proprietary rights required for the
ownership, operation and maintenance of its portion of the Portfolio Assets, all
to the extent contemplated by the Transaction Documents and in accordance with
Prudent Industry Practice.

            Section 7.15 ERISA. Deliver to the Administrative Agent, if and when
the Guarantor, the Operator or any ERISA Affiliate (a) gives or is required to
give notice to the PBGC of any "reportable event" (as defined in Section 4043 of
ERISA) with respect to any Plan, other than a reportable event for which 30-day
notice to the PBGC has been waived by the PBGC, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (b) receives notice of complete or partial
withdrawal liability under Title IV


                                       11
<PAGE>
of ERISA or notice that any Multiemployer Plan is in reorganization, is
insolvent or has been terminated, a copy of such notice; (c) receives notice
from the PBGC under Title IV of ERISA of an intent to terminate, impose
liability (other than for premiums under Section 4007 of ERISA) in respect of,
or appoint a trustee to administer any Plan, a copy of such notice; (d) applies
for a waiver of the minimum funding standard under Section 412 of the Code, a
copy of such application; (e) gives notice of intent to terminate any Plan under
Section 4041(c) of ERISA, a copy of such notice and other information filed with
the PBGC; (f) gives notice of withdrawal from any Plan pursuant to Section 4063
of ERISA, a copy of such notice; or (g) fails to make any payment or
contribution to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement or makes any amendment to any Plan or Benefit Arrangement which in
either case would trigger the provisions of Section 412(n) or 401(a)(29) of the
Code (or any corresponding provisions of ERISA), a certificate of the chief
financial officer or the chief accounting officer of the Guarantor setting forth
details as to such occurrence and action, if any, which the Guarantor or
applicable ERISA Affiliate is required or proposes to take.

            Section 7.16 Notices. Within ten (10) Business Days after a
Responsible Officer of the Guarantor obtains actual knowledge thereof, give
notice to the Lenders of:

            (a) any Default or Event of Default, together with a description of
any action being taken or proposed to be taken with respect thereto;

            (b) any action, suit, arbitration, litigation, investigation or
proceeding involving or affecting the Guarantor or any portion of its Portfolio
Assets or any Major Project Party which is an Affiliate involving $1,000,000 or
more or seeking any injunctive, declaratory or other equitable relief;

            (c) any action, suit, arbitration, litigation, investigation or
proceeding instituted for the purpose of revoking, terminating, suspending,
withdrawing, modifying or withholding any material Governmental Approval
necessary for the Guarantor or any other Major Project Party to perform its
obligations or exercise its rights under any Project Contract or for the
operation or maintenance of its portion of the Portfolio Assets in the manner
contemplated by the Transaction Documents;

            (d) proposed execution of any Additional Contract or Approved
Agreement (other than confirmations issued under Approved Master Agreements or
any other master agreements);

            (e) any casualty, loss or damage to any portion of its Portfolio
Assets, whether or not insured, involving a probable loss of $1,000,000 or more;

            (f) any termination, material default or event of default or notice
thereof under any Project Contract;

            (g) any change in the Responsible Officers of the Guarantor,
together with evidence of authority thereof and specimen signature;


                                       12
<PAGE>
            (h) any fact, circumstance, condition or occurrence that is
reasonably likely to form the basis of a material Environmental Claim arising
with respect to its portion of the Portfolio Assets against the Guarantor or any
pending or threatened material Environmental Claim arising with respect to its
portion of the Portfolio Assets against the Guarantor, describing the same in
reasonable detail and, together with or as soon thereafter as is reasonably
possible, a description of the action that the Guarantor has taken or proposes
to take with respect thereto and, thereafter, from time to time such detailed
reports with respect thereto as the Administrative Agent or any Lender (through
the Administrative Agent) may reasonably request;

            (i) copies of all written communications with any Governmental
Authority relating to any material violation or alleged material violation of
any material Environmental Law or other Environmental Claim arising out of its
portion of the Portfolio Assets;

            (j) copies of all notices and other information that the Guarantor
receives from, or delivers to, any Governmental Authority that could reasonably
be expected to be materially adverse to its portion of the Portfolio Assets;

            (k) all material notices relating to the Insurance Policies;

            (l) any Emergency then requiring any payment of money or the
execution and delivery of any agreement and the amount of related spending
associated therewith;

            (m) any other event or development that could reasonably be expected
to have a Material Adverse Effect; and

            (n) any condemnation or similar proceeding involving assets having
an aggregate value of $1,000,000.

            Section 7.17 Preservation of Security Interests; Further Assurances.
(a) Except with respect to dispositions of assets permitted under Section 8.11
hereof or Section 6.11 of the Credit Agreement or as otherwise provided in any
Security Documents, preserve, or cause to be preserved, the security interests
granted under and pursuant to the Security Documents and undertake all actions
which are necessary or appropriate in the reasonable judgment of the
Administrative Agent to (i) maintain the Secured Parties' security interest in
the Collateral in full force and effect at all times (including the priority
thereof, other than with respect to vehicles and boats or as to second liens in
any of the Collateral for which possession, or exclusive control or any other
action which would not be permitted pursuant to any OPNY Primary Security
Document is required to perfect such second lien) and (ii) preserve and protect
the Collateral and protect and enforce the Guarantor's rights and title and the
rights of the Secured Parties to the Collateral, including the making or
delivery of all filings and recordations, the payments of fees and other charges
and the issuance of supplemental documentation.

            (b) Upon notice from the Administrative Agent, the Guarantor shall
take or cause to be taken all action required or, in the reasonable opinion of
the Administrative Agent, which is desirable to maintain and preserve the Liens
of the Security Documents and execute or cause to be executed any and all
further instruments (including financing statements,


                                       13
<PAGE>
continuation statements and similar statements with respect to any of the
Security Documents) requested by the Administrative Agent for such purpose.
Notwithstanding any provision of this Guarantee Agreement or any other Financing
Document, the Guarantor acknowledges and agrees that (i) the Guarantor is in the
process of obtaining each of the consents identified in the attached Schedule
5.18 of the Credit Agreement as a consent the Guarantor is required to obtain,
(ii) the Guarantor shall use diligent and commercially reasonable efforts to
obtain such consents referenced in Schedule 5.18 to the Credit Agreement,
including those consents the Borrower Entities are in the process of obtaining,
and (iii) the Guarantor shall not be deemed to be in breach or violation of any
provision of this Guarantee Agreement or any other Financing Document due to a
failure to obtain such consent except as a result of the breach of the
Guarantor's obligations under the second sentence of this Section 7.17(b).

            (c) Any action under this Section 7.17, with respect to OPNY Second
Lien Documents, shall be subject to the terms of the Section entitled
"Subordination" contained in each OPNY Second Lien Document.

            Section 7.18 Extraordinary Proceeds. Promptly apply all payments in
respect of Extraordinary Proceeds or Insurance Proceeds received by, or for the
account of, the Guarantor in accordance with the terms of Section 2.07 of the
Credit Agreement and the Deposit Account Agreement.

            Section 7.19 [Intentionally Omitted]

            Section 7.20 [Intentionally Omitted]

            Section 7.21 Environmental Compliance.

            (a) Not use or Release, or permit the use or Release of, Hazardous
Materials at the site of any of its Portfolio Assets other than in material
compliance with all applicable Environmental Laws, or except to the extent that
any such use or Release could not reasonably be expected to have a material
adverse effect on any Portfolio Asset; provided, that the Guarantor shall have
the right to contest or engage in settlement negotiations with respect to such
Environmental Laws in accordance with Section 7.09 hereof.

            (b) Conduct and complete any investigation, study, sampling and
testing and undertake any cleanup, removal, remedial or other action necessary
to remove and clean up all Hazardous Materials Released at, on, in, under or
from its portion of the Portfolio Assets, in accordance with the requirements of
all applicable Environmental Laws, except where the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

            (c) (i) Promptly implement and diligently conduct and complete, or
cause to be implemented, conducted or completed the tasks set forth in the
Investigation Plan and shall deliver the results thereof to the Administrative
Agent. Within sixty (60) days of completion of the tasks set forth in the
Investigation Plan, the Guarantor shall deliver or cause to be delivered to the
Administrative Agent a plan for the monitoring, clean up, removal, remediation
or corrective action of the Scheduled Pollution Conditions (the "Remedial Action
Plan"). The Guarantor shall


                                       14
<PAGE>
promptly implement and diligently conduct and complete the tasks set forth with
respect to the Guarantor in the Remedial Action Plan. The Guarantor shall
provide or cause to be provided the Administrative Agent a brief written report
documenting the progress of the implementation of the Remedial Action Plan
annually beginning after approval of the Remedial Action Plan. The Guarantor
shall conduct all work required to be conducted by it in connection with the
Investigation Plan the Remedial Action Plan so as to qualify as Clean Up Costs
and to otherwise be credited toward the self insured retention under the
Environmental Insurance Policy.

            (ii) Promptly provide the Administrative Agent upon request with
copies of any (1) reports of material claims made by the Guarantor to the
insurer pursuant to the Environmental Insurance Policy or claims or accountings
made under the self-insured retention under the Environmental Insurance Policy
and (2) denials, partial denials or reservations of rights in respect to any
such material claims received or accountings from an insurer. The Guarantor
shall report claims to the insurer pursuant to the Environmental Insurance
Policy for any Pollution Conditions which the Guarantor reasonably believes
based upon reasonable assumptions will exceed $1,000,000 in "Clean-Up Costs";
however, this covenant shall in no way prohibit the Guarantor from reporting
claims pursuant to the Environmental Insurance Policy for amounts below
$1,000,000 in "Clean-Up Costs". The Guarantor shall make all claims or
accountings to the insurer under the Environmental Insurance Policy for all
Clean-Up Costs incurred in connection with the Investigation Plan or the
Remedial Action Plan. Such claims or accountings shall be made in accordance
with the terms of the Environmental Insurance Policy.

            (iii) The Guarantor shall ensure that a listing of transporters and
listing of material to be transported is delivered to the insurer within the
time period specified under the Environmental Insurance Policy to maintain the
"transported cargo" (as defined under the Environmental Insurance Policy)
coverage under the Environmental Insurance Policy and shall only use such
insured transporters for transporting of materials that could reasonably result
in Pollution Conditions.

            (iv) The Guarantor shall ensure that the insurer adds any off-site
location for the disposal of hazardous waste from any of the Portfolio Assets on
the Non-Owned Covered Locations Schedule under the Environmental Insurance
Policy before disposing of any such hazardous waste or entering into any
contractual arrangement permitting any such disposal.

      Section 7.22 Additional Contracts.

      (a) Enter into Additional Contracts only with the prior written consent of
the Required Lenders, such consent not be unreasonably withheld, conditioned or
delayed; provided, that no such consent shall be required to the extent such
Additional Contracts were entered into in response to an Emergency in accordance
with Prudent Industry Practice; provided, further, that this clause 7.22(a)
shall not be construed to permit the Guarantor to enter into an Additional
Contract for a term longer than is reasonably necessary to deal with such
Emergency and in no event with a term in excess of 364 days without the consent
of the Required Lenders, such consent not be unreasonably withheld, conditioned
or delayed.


                                       15
<PAGE>
            (b) (i) If the Guarantor shall at any time enter into an Additional
Contract or Approved Agreement (other than confirmations under Approved Master
Agreements), the Guarantor shall within ten Business Days after a Responsible
Officer has actual knowledge of such execution provide a copy of the same to the
Administrative Agent and to the extent the Administrative Agent so requests in
writing to the Guarantor, promptly execute, deliver and record, or cause to be
executed, delivered and recorded, a supplement to the Security Documents,
reasonably satisfactory in form and substance to the Administrative Agent,
subjecting such Additional Contract or applicable Approved Agreement, as the
case may be, to the Lien and security interests created by the Security
Documents, and shall ensure that the security interest in such interest will be
a valid and an effective interest on terms comparable to the security interest
of the Secured Parties in the Collateral.

                  (ii) If reasonably requested by the Lead Arrangers, the
Guarantor shall use commercially reasonable efforts to obtain and deliver to the
Administrative Agent, a duly executed and delivered Additional Contract Consent
or Approved Agreement Consent in respect of each Approved Agreement (which is a
Project Contract) or Additional Contract, as applicable.

            (c) The Guarantor shall enter into Approved Agreements as
contemplated by, and in accordance with, the then effective Operational Plans.
In addition, the Guarantor may enter into and perform any Approved Agreement for
the sale or purchase of Energy-Related Products or fuel (including
transportation) having terms and conditions other than those set forth in
Schedule 5.29 of the Credit Agreement, provided, that each such Approved
Agreement has been approved by the Lead Arrangers, such approval not to be
unreasonably withheld, conditioned or delayed.

            Section 7.23 Other Information. Furnish or cause to be furnished to
the Administrative Agent:

            (a) on each anniversary of the Restructuring Effective Date, a
certificate from the Guarantor's insurers or insurance agents (i) evidencing
that the insurance policies in place satisfy the requirements of this Guarantee
Agreement and (ii) setting forth a summary of all losses in excess of $1,000,000
incurred with respect to its portion of the Portfolio Assets in the preceding
year;

            (b) upon the request of the Administrative Agent, within 10 days of
the end of each month, a monthly transaction summary of confirmations issued
under Approved Master Agreements; and

            (c) any such other information or data with respect to its business
or operations (including supporting information as to compliance with this
Guarantee Agreement) as the Administrative Agent may reasonably request from
time to time.

            Section 7.24 Fuel Procurement and O&M Arrangements. (a) Conduct the
procurement, purchase and use of fuel and, to the extent covered by the Fuel
Plan, the operation of its portion of the Portfolio Assets in all material
respects in accordance with the Fuel Plan most recently approved in accordance
with Section 5.24 of the Credit Agreement.


                                       16
<PAGE>
            (b) Perform operation and maintenance of its portion of the
Portfolio Assets, or contract for the provision thereof as permitted by the
Credit Agreement, this Guarantee Agreement and related Financing Documents, in
all material respects in accordance with the O&M Plan most recently approved in
accordance with Section 5.24 of the Credit Agreement.

            Section 7.25 Power Marketing and Transmission Arrangements. (a)
Without limiting the provisions of this Section 7.25, the Guarantor (either
itself or through an Affiliate or agent) shall conduct the marketing, sales and
purchases of Energy-Related Products produced or needed by its portion of the
Portfolio Assets and in all material respects in accordance with the most
recently approved Power Marketing Plan, Project Contracts, Approved Agreements
and Additional Contracts.

            (b) Not purchase from RES Energy-Related Products in amounts in
excess of those reasonably expected to be necessary to satisfy the obligations
of the Guarantor under this Section 7.25(b). If there is a forced outage at any
of the Portfolio Assets or an aggregate of forced outages that (i) is for at
least 600 MW, and (ii) at the time such forced outage occurs, the Guarantor
reasonably believes such forced outage will last longer than fourteen (14) days,
then the Guarantor will, within ten Business Days of the occurrence thereof,
provide to the Lead Arrangers notice thereof, including those actions the
Guarantor is taking to ensure that (i) the forced outage is cured, and (ii) the
Guarantor remains in compliance with the covenants set forth in this Section
7.25(b).

            (c) Maintain such access or other rights to transmission capacity
(including firm and/or non-firm and interstate and/or non-interstate
transmission capacity, as the case may be) as may be required for the Guarantor
to conduct successfully any marketing or sale of Energy-Related Products
produced by its portion of the Portfolio Assets, or the purchase of any thereof,
in accordance with any then current Power Marketing Plan and all applicable
Project Contracts and Additional Contracts.

      SECTION 8. Negative Covenants. The Guarantor covenants and agrees that, so
long as this Guarantee Agreement is in effect and any Lenders shall have any
Commitment outstanding under the Credit Agreement, and until the Notes, together
with interest, and all other Obligations are indefeasibly paid in full and all
Letters of Credit have been cancelled or have expired and all amounts drawn
thereunder have been indefeasibly reimbursed in full and the OPNY Obligations
have been indefeasibly paid in full, the Guarantor shall not:

            Section 8.01 Limitation on Mergers. Merge or consolidate with or
into any other Person or liquidate, wind up, dissolve or otherwise transfer or
dispose of all or substantially all of its property, assets or business, acquire
all or substantially all of the assets of any Person or abandon its portion of
the Portfolio Assets except that nothing in this Guarantee Agreement shall
restrict mergers or consolidations, liquidations, winding up, dissolutions,
transfers or other dispositions by the Guarantor with or to another Subsidiary
of the Borrower or with or to the Borrower, so long as such merger,
consolidation, liquidation, winding up, dissolution, transfer or other
disposition does not have, in the reasonable judgment of the Lead Arrangers, any
adverse effect on the Liens granted under the Financing Documents or the
Collateral secured thereby.


                                       17


<PAGE>
            Section 8.02 Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, other than Permitted Indebtedness.

            Section 8.03 Limitation on Liens. Create or permit to exist any Lien
or encumbrance on any portion of its Portfolio Assets or any other assets of
such Guarantor, other than Permitted Liens.

            Section 8.04 Nature of Business. Change its legal form or Governing
Documents (other than to (i) change its name and/or (ii) add, replace or
eliminate offices and/or officers, and (iii) add to, replace or reduce the
number of directors comprising the board so long as such addition, replacement
or reduction does not eliminate the independent director or modify the nature of
the independent director's powers in any way), change its fiscal year or engage
in any business other than the acquisition, ownership, operation and financing
of its portion of the Portfolio Assets; provided however, that the Governing
Documents may be amended as provided herein, or otherwise may be amended with
the prior written approval of the Lead Arrangers, such approval not to be
unreasonably withheld. The Guarantor shall not engage in the sale or trading of
any fuel to the extent such fuel is necessary for the operation of any Portfolio
Assets (including reasonable reserves thereof as determined by the Guarantor in
its reasonable discretion in the exercise of Prudent Industry Practice);
provided, that, any sale or other transfer made in compliance with the covenants
set forth in Schedule 5.29 of the Credit Agreement shall not be deemed to
violate this Section 8.04.

            Section 8.05 Project Contracts; Waiver; Modification; Amendment.

            (a) Terminate, or agree to any termination of, any Transaction
Document to which it is a party (except with respect to Project Contracts
terminated by the applicable counterparty pursuant to the express terms thereof)
or any of its Governmental Approvals, unless with respect to Project Contracts
(i) such termination is pursuant to the Guarantor's compliance with Section 7.05
hereof and such Project Contract is a Project Contract approved pursuant to
clause (v) of the definition thereof and such termination could not reasonably
be expected to have a material adverse effect on any Portfolio Asset, or (ii)
the Guarantor first obtains the written consent of the Lead Arrangers (such
consent not to be unreasonably withheld, conditioned or delayed).

            (b) Except as set forth in Section 8.04 amend or modify, or consent
or agree to any amendment or modification of, or waive timely performance by any
Person of, any of the material obligations under or in respect of any Project
Contract or Operational Plan to which it is a party or any material Governmental
Approval, unless the Guarantor first obtains the consent of the Lead Arrangers,
which consent will not be unreasonably withheld, delayed or conditioned, upon
demonstration to the reasonable satisfaction of the Lead Arrangers (in
consultation with the Independent Engineer or Power Market and Fuel Consultant,
as applicable) that the proposed action could not reasonably be expected to have
a Material Adverse Effect. Upon granting any such consent by the Lead Arrangers
with respect to a Project Contract, the Administrative Agent shall promptly
grant consent to such amendment or modification required under any Consent
applicable to any such Project Contract, such consent not be unreasonably
withheld, conditioned or delayed.


                                       18
<PAGE>
            Section 8.06 Partnerships; Subsidiaries. Become a general or limited
partner in any partnership or a joint venturer in any joint venture, acquire any
ownership interest in any other Person or enter into any profit-sharing or
royalty agreement or other similar arrangement whereby the Guarantor's income or
profits are, or might be, shared with any other Person, or enter into any
management contract or similar arrangement whereby its business or operations
are managed by any other Person (other than the O&M Agreements or as
contemplated in any Operational Plan and/or, with respect to the management of
the Guarantor, as provided in Section 6.09 of the Credit Agreement or Section
8.09 hereof) or form any Subsidiary (other than those validly existing on the
Restructuring Effective Date).

            Section 8.07 Loans, Advances or Investments. (a) Make or permit to
remain outstanding any loans, extensions of credit or advances to or investments
in (whether by acquisitions of any stocks, notes or other securities or
obligations) any Person, except Permitted Investments or as expressly
contemplated by this Guarantee Agreement.

            (b) Prepay Operating Costs other than in circumstances where a
prepayment of such Operating Cost is made in amounts required to continue
operations of the Guarantor in the ordinary course of business or if the failure
to so prepay would reasonably be expected to result in the loss or breach of the
applicable contract or agreement (or the ability to timely obtain the goods and
services thereunder) or would reasonably be expected to result in any material
increase in the cost for replacement goods or services; provided, that, any such
prepayment shall be consistent with Prudent Industry Practices; and provided,
further, that no prepayments shall be made (i) to any Affiliate, or (ii) when
the aggregate amount of any such prepayment, when added (without duplication) to
the aggregate amount of all other prepayments then made under this Section
8.07(b) and Section 6.07(b) of the Credit Agreement for which goods or services
have not been delivered or received, all amounts of Cash Collateral then
outstanding under Section 8.07(c) below and Section 6.07(b) of the Credit
Agreement, all prepayments then made pursuant to Section 6.07(b) of the OPNY
Credit Agreement for which goods or services have not been delivered or
received, and all amounts of Cash Collateral then outstanding under Section
6.07(c) of the OPNY Credit Agreement, would exceed $50,000,000.

            (c) Use Revenues or proceeds of any Revolving Loan as Cash
Collateral other than in circumstances where cash collateralization of any
applicable Contractual Obligation is made in amounts reasonably necessary to
adequately mitigate the applicable counterparties' exposure to the Guarantor
under the applicable contract, agreement or undertaking, and the failure to cash
collateralize would reasonably be expected to result in the loss or breach of
the applicable contract or agreement (or the ability to timely obtain the goods
and services thereunder) or any material increase in the cost for replacement
goods or services; and provided, that, any such cash collateralization shall be
consistent with Prudent Industry Practices; provided, further, that, no Cash
Collateral shall be provided (i) to any Affiliate, or (ii) when the aggregate
amount of any such Cash Collateral, when added (without duplication) to the
aggregate amount of all other Cash Collateral then outstanding under this
Section 8.07(c) and Section 6.07(c) of the Credit Agreement, all prepayments
then made under Section 8.07(b) above and Section 6.07(b) of the Credit
Agreement and for which the applicable good or service has not been delivered or
received, all prepayments then made pursuant to Section 6.07(b) of the OPNY
Credit Agreement for which goods or services have not been delivered or
received, and all amounts of Cash


                                       19
<PAGE>
Collateral then outstanding under Section 6.07(c) of the OPNY Credit Agreement,
would exceed $50,000,000.

            (d) If the Guarantor enters into any contract or agreement providing
any prepayments or cash collateral to a third party for the purchase of any
goods or materials and the Guarantor subsequently enters into a separate
contract with respect to those same goods or materials with any Affiliate of the
Guarantor, then the contract with such Affiliate shall be on substantially the
same terms and conditions as the third party contract, unless such terms and
conditions would violate or breach Section 8.09 hereof, Section 6.09 of the
Credit Agreement or any similar contractual provision contained in any contract
to which such Affiliate is a party, in which case such terms and conditions will
be modified to the extent required to comply with Section 8.09 hereof, Section
6.09 of the Credit Agreement and any similar contract provisions. The Guarantor
shall not enter into any contract or agreement for the purchase of any goods or
materials (including the provision of prepayments or cash collateral) in
consideration for any concession or improved terms or conditions (including
collateral requirements or pricing) in any separate contract or agreement with
any Affiliate of the Guarantor.

            Section 8.08 Limitation on Capital Expenditures. Make any Capital
Expenditure other than such Capital Expenditures that are (a) contemplated by
the annual Operating Budget in effect for such fiscal year (as administered
pursuant to Section 5.11 of the Credit Agreement), (b) Environmental Cap Ex, (c)
provided no Event of Default has occurred and is continuing, determined in
writing by the Administrative Agent (after consultation with the Independent
Engineer) to be required by applicable Requirements of Law or to be reasonable
and necessary and to arise from circumstances which could not reasonably have
been anticipated, which determination will not be unreasonably withheld,
conditioned or delayed, or (d) subject to Section 5.1(h) of the Deposit Account
Agreement required as a result of an Emergency.

            Section 8.09 Affiliate Transactions. Except as expressly set forth
in Schedule 4.22 to the Credit Agreement, directly or indirectly enter into any
transaction with an Affiliate other than in the ordinary course of business and
on an arm's length basis. Unless otherwise approved by the Lead Arrangers,
directly or indirectly enter into any transactions with any Person (other than
an Affiliate) other than in the ordinary course of business and on an arm's
length basis.

            Section 8.10 Distributions. Declare or pay any Distributions in
respect of any Person's ownership interest in the Guarantor (other than
Permitted Distributions).

            Section 8.11 Limitation on Disposition of Assets. Except in
connection with any transaction permitted by Section 8.01 or in connection with
any Permitted Lien, convey, sell, lease, assign, transfer or otherwise dispose
of any of its assets (including, equipment, inventory and other physical assets
of similar nature), other than (a) Energy-Related Products, steam, emissions
credits, ash and other coal process by-products, scrap metal and other scrap
materials and excess fuel conveyed, sold, leased, assigned, transferred or
otherwise disposed of in the ordinary course of the Guarantor's business, (b)
such assets that are replaced within 120 days by other assets of like utility in
the Guarantor's business; provided, that, this clause (b) shall not permit any
sale of assets for an aggregate sales price in excess of $10,000,000 in any
calendar


                                       20
<PAGE>
year during the term hereof, (c) obsolete or surplus assets or assets not
required in connection with the operation of its portion of the Portfolio Assets
and (d) assets that do not have, in any single transaction or related series of
transactions, an aggregate sales price in excess of $25,000,000; provided
however, the Lead Arrangers may waive the limitation set forth in this clause
(d) in connection with any conveyance, sale, lease assignment, transfer or
disposition of assets in any single transaction or series of related
transactions with aggregate proceeds in excess of $25,000,000 so long as the
proceeds thereof are applied to the prepayment of Acquisition Loans. All
proceeds of any disposition of such assets pursuant to clauses (a) and (b) above
shall be deposited into the Revenue Account for application therefrom in
accordance with the Deposit Account Agreement. All proceeds of any disposition
of such assets pursuant to clauses (c) and (d) above shall be applied to the
prepayment of Loans to the extent required under Section 2.07(a) of the Credit
Agreement and shall be deposited into the Extraordinary Proceeds Account
pursuant to the Deposit Account Agreement. Notwithstanding the foregoing, the
Guarantor shall be permitted (i) to transfer transmission assets back to
American Electric Power Service Corporation in accordance with the Ceredo
Interconnection and Operation Agreement and (ii) to transfer interests in Ceredo
to the County Commission of Wayne County, West Virginia, in accordance with the
terms and provisions of the Ceredo Lease Agreement as in effect on the Ceredo
Effective Date, without waiver of any condition precedent to the obligations of
the Guarantor thereunder (except as may be approved by the Lead Arrangers);
provided that, contemporaneously with any such transfer to the County Commission
of Wayne County, West Virginia, the Guarantor shall cause the Borrower to
deliver to the Administrative Agent (to be held as Collateral for the benefit of
the Secured Parties, in accordance with the Security Documents) all bonds issued
under the Ceredo Bond Indenture and delivered in connection therewith,
accompanied by undated assignments executed in blank. So long as no Default
(except to the extent waived by the Lead Arrangers for the purposes of this
sentence) or Event of Default (except to the extent waived by the Lead Arrangers
for the purposes of this sentence) shall have occurred and be continuing, the
Administrative Agent may, acting at the direction of and on behalf of the
Lenders, in connection with any such transfer of interests in Ceredo in
accordance with the Ceredo Lease Agreement, release the lien of the Twelvepole
Mortgage in respect of such interests, subject to receipt by the Administrative
Agent of evidence, in form and substance reasonably satisfactory to the
Administrative Agent (which may involve the issuance or verification of a
mortgagee's policy of title insurance and/or opinions of counsel), of the
creation or reservation of a first priority perfected lien and security interest
on and in the Guarantor's leasehold interest under the Ceredo Lease Agreement in
the property so transferred.

            Section 8.12 Operating Budget. Amend, adjust, modify or re-allocate
any portion of the Operating Budget except as specifically permitted in Section
5.11(b) of the Credit Agreement.

            Section 8.13 Environmental Insurance. Add any properties not
included within its portion of the Portfolio Assets (with the exception of the
Harwick Mine Complex which may be added) to the insured properties under the
Environmental Insurance Policy or any matters to the Environmental Insurance
Policy which are not identified as covered locations under the Environmental
Insurance Policy without the prior written consent of the Administrative Agent,
which consent shall not be unreasonably withheld, conditioned or delayed;
provided, that, the Guarantor delivers to the Administrative Agent all
reasonably requested information regarding


                                       21
<PAGE>
(1) pollution conditions or potential for pollution conditions on the new
properties or pertaining to the matters relating to Environmental Insurance
Policy and (2) the effects on the protections afforded to its portion of the
Portfolio Assets by adding such new properties to the Environmental Insurance
Policy or matters relating to the Environmental Insurance Policy.

            Section 8.14 Ash Disposal. Dispose of, or arrange for the disposal
of, any coal combustion waste or untreated ash leachate (i) in any location that
does not comply with the rules, regulations and applicable standards (including
any permitted variances) of the states of Ohio and Pennsylvania as applicable
based upon the location of the facility or (ii) into the Harwick Mine Complex
except pursuant to the Harwick Ash Contract. This prohibition on disposal does
not include any disposal of coal combustion wastes in a mine shaft or other
unlined underground borehole if such disposal would otherwise comply with
applicable Environmental Laws.

            Section 8.15 Speculative Trading. Engage in any speculative trading
activities.

      SECTION 9. Amendments, Etc. No amendment, modification or waiver of any
provision of this Guarantee Agreement and no consent to any departure by the
Guarantor therefrom shall in any event be effective unless the same shall be in
writing and shall be executed and delivered in accordance with Section 9.02 of
the Credit Agreement, and then such amendment, modification, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

      SECTION 10. Notices, Etc. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement and shall be given to such party at its address or telecopy
number set forth on the signature pages hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.

      SECTION 11. No Waiver; Remedies. No failure on the part of the
Administrative Agent or any other Secured Party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by the Administrative Agent or any other Secured Party preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder and under the other Financing Documents are cumulative
and are not exclusive of any other remedies provided by law.

      SECTION 12. Right of Set-off. If an Event of Default shall have occurred
and be continuing, each Secured Party is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Secured Party to
or for the credit or the account of the Guarantor against any and all the
obligations of the Guarantor then existing under this Guarantee Agreement and
the other Financing Documents, irrespective of whether or not such Secured Party
shall have made any demand under this Guarantee Agreement or such other
Financing Document and although such obligations may be unmatured. The rights of
each Secured Party under this Section 12 are in


                                       22
<PAGE>
addition to other rights and remedies (including other rights of setoff) which
such Secured Party may have.

      SECTION 13. Continuing Guarantee. This Guarantee Agreement is a
continuing guarantee and shall survive and remain in full force and effect until
the Guaranteed Obligations and all other amounts payable under this Guarantee
Agreement have been indefeasibly paid in full in cash, the Commitments have been
terminated, all Letters of Credit have been cancelled or have expired and all
amounts drawn thereunder have been indefeasibly reimbursed in full, any DLC
Letter of Credit Disbursements have been indefeasibly reimbursed in full, and
shall be reinstated to the extent provided in Section 2(b).

      SECTION 14. Assignments. This Guarantee Agreement and the terms,
covenants and conditions hereof shall be binding upon the Guarantor and its
successors and shall inure to the benefit of the Administrative Agent, the other
Secured Parties and their respective successors and assigns. Upon the assignment
by any Lender of all or any portion of its rights and obligations in accordance
with the Credit Agreement (including all or any portion of its Commitment, the
Loans owing to it and the Note or Notes held by it) to any other Person, such
other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise. Except as provided in
Section 8.11 hereof, the Guarantor shall not be permitted to assign, transfer or
delegate any of its rights or obligations under this Guarantee Agreement without
the prior written consent of the Administrative Agent and each Lender (and any
such purported assignment, transfer or delegation without such consent shall be
void).

      SECTION 15. [Intentionally Omitted.]

      SECTION 16. Limitation of Liability. The Guarantor hereby confirms that
it is the intention of such Guarantor that the guarantee by such Guarantor
pursuant to this Guarantee Agreement not constitute a fraudulent transfer or
conveyance for purposes of Title 11 of the United States Code, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
Federal or state law. To effectuate the foregoing intention, the Guarantor
hereby irrevocably agrees that the obligations of the Guarantor under this
Guarantee Agreement shall be limited to the maximum amount as will result in the
obligations of the Guarantor under this Guarantee Agreement not constituting
such a fraudulent transfer or conveyance. In the event that the Guarantor's
liability hereunder is limited pursuant to this Section 16 to an amount that is
less than the total amount of the Guaranteed Obligations, then it is understood
and agreed that the portion of the Guaranteed Obligations for which the
Guarantor is liable hereunder shall be the last portion of the Guaranteed
Obligations to be repaid.

      SECTION 17. [Intentionally Omitted.]

      SECTION 18. Counterparts. This Guarantee Agreement may be executed in two
or more counterparts, each of which shall constitute an original, but all of
which, when taken together, shall constitute but one instrument. This Guarantee
Agreement shall be effective with respect to the Guarantor when a counterpart
hereof which bears the signature of the Guarantor shall have been delivered to
the Administrative Agent.


                                       23
<PAGE>
      SECTION 19. Savings Clause. In the event any one or more of the
provisions contained in this Guarantee Agreement should be held invalid, illegal
or unenforceable in any respect with respect to the Guarantor, no party hereto
shall be required to comply with such provision with respect to the Guarantor
for so long as such provision is held to be invalid, illegal or unenforceable,
and the validity, legality and enforceability of the remaining provisions
contained herein, shall not in any way be affected or impaired. The parties
shall endeavor in good-faith negotiations to replace any invalid, illegal or
unenforceable provisions with valid provisions, the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

      SECTION 20. Governing Law; Submission to Jurisdiction and Venue. (a) THIS
GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD
APPLY THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF
ANOTHER JURISDICTION ARE MANDATORILY APPLICABLE. ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THE GUARANTOR AND EACH SECURED PARTY IN CONNECTION WITH THIS GUARANTEE
AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE
OF NEW YORK.

            (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, THE GUARANTOR AND EACH
SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS GUARANTEE AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND
WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY
BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE GUARANTOR AND
EACH SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. THE GUARANTOR WAIVES IN
ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS.

            (c) THE GUARANTOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE
RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED
AGAINST SUCH GUARANTOR OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY
SELECTED IN GOOD FAITH TO ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY,
OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED
PARTY. THE GUARANTOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF
THE COURT IN WHICH ANY SECURED PARTY HAS COMMENCED A


                                       24
<PAGE>
PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS.

            (d) THE GUARANTOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS GUARANTEE
AGREEMENT AND THE OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN
COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

            (e) THE GUARANTOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED
AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW
YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF SUCH GUARANTOR TO
RECEIVE FOR AND ON BEHALF OF THE GUARANTOR SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTEE
AGREEMENT OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE GUARANTOR
AT ITS ADDRESS SET FORTH IN ACCORDANCE WITH SECTION 9.01. THE GUARANTOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE GUARANTOR AT ITS SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

            (f) NOTHING IN THIS GUARANTEE AGREEMENT SHALL AFFECT THE RIGHT OF
ANY PARTY TO THIS GUARANTEE AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW (ii) OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY
PARTY, IN EITHER CASE, SOLELY AS PERMITTED IN SUBSECTION (c) OF THIS SECTION 20.

      SECTION 21. Subordination by Guarantors. The Guarantor hereby
subordinates in right of payment all indebtedness of the Borrower owing to it,
whether originally contracted with the Guarantor or acquired by such Guarantor
by assignment, transfer or otherwise, whether now owed or hereafter arising,
whether for principal, interest, fees, expenses or otherwise, together with all
renewals, extensions, increases or rearrangements thereof, to the prior
indefeasible payment in full in cash of the Guaranteed Obligations, whether now
owed or hereafter arising, whether for principal, interest (including interest
accruing after the filing of a petition initiating any proceeding referred to in
Section 7.07 of the Credit Agreement), fees, expenses or otherwise, together
with all renewals, extensions, increases or rearrangements thereof.


                                       25
<PAGE>
      SECTION 22. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Guarantor herein shall be considered
to have been relied upon by the Administrative Agent and the other Secured
Parties and shall survive the making by the Lenders of the Loans and the
execution and delivery to the Lenders of the Notes evidencing such Loans,
regardless of any investigation made by the Lenders or the Agents or on their
behalf, and shall continue in full force and effect until the Guaranteed
Obligations and any other amounts payable under this Guarantee Agreement or any
other Financing Document have been indefeasibly paid in full in cash and the
Commitments have been terminated, and, upon such occurrence, this Guarantee
Agreement shall terminate, subject to any reinstatement pursuant to Section 2(b)
above.

      SECTION 23. Entire Agreement. This Guarantee Agreement and the other
Financing Documents constitute the entire contract between the parties relative
to the subject matter hereof. Any agreement previously entered into among the
parties with respect to the subject matter hereof is superseded by this
Guarantee Agreement and the other Financing Documents. Nothing in this Guarantee
Agreement, expressed or implied, is intended to confer upon any party, other
than the parties hereto and the other Secured Parties, any rights, remedies,
obligations or liabilities under or by reason of this Guarantee Agreement.

      SECTION 24. Headings. Section headings used herein, and the Table of
Contents, are for convenience of reference only, are not part of this Guarantee
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Guarantee Agreement.

      SECTION 25. Amendment and Restatement. This Guarantee Agreement is an
amendment and restatement of the Subsidiary Guarantee Agreement, dated as of
December 28, 2000 (the "Original Subsidiary Guarantee"), among the Guarantor and
the Administrative Agent. It is the intention of the parties that this Guarantee
Agreement amend, restate, extend and renew the terms and conditions of the
Original Subsidiary Guarantee and the liens and security interests created
thereby, and is not intended to be a novation or discharge of the obligations of
the Guarantors thereunder or the liens and security interests created thereby.
The liens and security interests of the Original Subsidiary Guarantee are hereby
ratified, confirmed, renewed, extended, and brought forward in full force and
effect as security for the Obligations.


                                       26
<PAGE>
      IN WITNESS WHEREOF, each party hereto has caused this Guarantee Agreement
to be duly executed, attested and delivered by its officers thereunto duly
authorized as of the date first above written.

                                GUARANTOR:

                                TWELVEPOLE CREEK, LLC,

                                By:  ______________________________________
                                Name:
                                Title:

                                Address:  1111 Louisiana Street
                                          Houston, TX 77002
                                          Attn:  Senior Vice President - Finance
                                Telephone:(713) 207-3160
                                Telecopy: (713) 207-0988

                                With a copy to:
                                Address:  1111 Louisiana Street
                                          Houston, TX 77002
                                          Attn:  General Counsel
                                Telephone:(713) 207-7265
                                Telecopy: (713) 393-0140
<PAGE>
                                ADMINISTRATIVE AGENT:

                                BANK OF AMERICA, N.A.,
                                as Administrative Agent,


                                By:_______________________________________
                                Name:
                                Title:

                                Address:  101 North Tryon Street
                                          NC1-001-08-19
                                          Charlotte, NC  28255

                                Telecopy: (704) 386-3324


<PAGE>


                                                                     EXHIBIT L-2
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT



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




                               GUARANTEE AGREEMENT

                          DATED AS OF OCTOBER 28, 2002

                                      AMONG

                           THE GUARANTORS NAMED HEREIN

                                       AND

                             BANK OF AMERICA, N.A.,

                             AS ADMINISTRATIVE AGENT




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




<PAGE>





                                TABLE OF CONTENTS

<Table>
<Caption>
Section                                                                                                        Page

<S>                                                                                                            <C>
SECTION 1.        GUARANTEE.......................................................................................2

SECTION 2.        GUARANTEE ABSOLUTE..............................................................................2

SECTION 3.        WAIVERS.........................................................................................3

SECTION 4.        SECURITY FOR GUARANTEE..........................................................................5

SECTION 5.        SUBROGATION.....................................................................................5

SECTION 6.        REPRESENTATIONS AND WARRANTIES..................................................................6

SECTION 7.        PRESERVATION OF SECURITY INTERESTS; FURTHER ASSURANCES..........................................8

SECTION 8.        OPNY RESTATED CREDIT AGREEMENT..................................................................9

SECTION 9.        AMENDMENTS, ETC.................................................................................9

SECTION 10.       NOTICES, ETC....................................................................................9

SECTION 11.       NO WAIVER; REMEDIES.............................................................................9

SECTION 12.       RIGHT OF SET-OFF................................................................................9

SECTION 13.       CONTINUING GUARANTEE...........................................................................10

SECTION 14.       ASSIGNMENTS....................................................................................10

SECTION 15.       CONTRIBUTION...................................................................................10

SECTION 16.       COUNTERPARTS...................................................................................10

SECTION 17.       SAVINGS CLAUSE.................................................................................10

SECTION 18.       GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE............................................11

SECTION 19.       SUBORDINATION BY GUARANTORS....................................................................12

SECTION 20.       INTERCREDITOR AGREEMENT........................................................................12
</Table>

                                       i

<PAGE>

<Table>
<S>                                                                                                          <C>
SECTION 21.       SURVIVAL OF AGREEMENT..........................................................................12

SECTION 22.       ENTIRE AGREEMENT...............................................................................13

SECTION 23.       HEADINGS.......................................................................................13
</Table>



                                       ii
<PAGE>




         THIS GUARANTEE AGREEMENT (this "Guarantee Agreement") is dated as of
October 28, 2002 among ORION POWER NEW YORK LP, INC., a Delaware Corporation
(the "OPNY Limited Partner"), ORION POWER NEW YORK GP, INC., a Delaware
Corporation (the "OPNY General Partner"), ORION POWER NEW YORK, L.P., a Delaware
limited partnership ("OPNY"), ASTORIA GENERATING COMPANY, L.P., a Delaware
limited partnership ("Astoria"), ERIE BOULEVARD HYDROPOWER, L.P., a Delaware
limited partnership ("Erie") and CARR STREET GENERATING STATION, L.P., a
Delaware limited partnership ("Carr Street") (OPNY, the OPNY Limited Partner,
the OPNY General Partner, Astoria, Erie and Carr Street being referred to herein
individually as a "Guarantor" and collectively as the "Guarantors"), and BANK OF
AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent") for the benefit of the Secured Parties as defined in the Credit
Agreement (referred to below).

         Reference is made to (i) that certain Second Amended and Restated
Credit Agreement, dated as of the Restructuring Effective Date (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Orion Power MidWest, L.P. (the "Borrower"), Banc of America Securities LLC
and BNP Paribas, as lead arrangers (the "Lead Arrangers") and joint book
runners, the financial institutions from time to time signatories thereto (the
"Lenders"), Bank of America, N.A., as Issuing Bank, the Administrative Agent,
BNP Paribas, as syndication agent, and The Bank of Nova Scotia, Mizuho Corporate
Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as
documentation agents, pursuant to which the Lenders have agreed to renew, modify
and extend credit to the Borrower upon the terms and subject to the conditions
set forth therein, and (ii) that certain Amended and Restated Credit Agreement,
dated as of the Restructuring Effective Date (as amended, supplemented or
otherwise modified from time to time, the "OPNY Restated Credit Agreement")
among OPNY, Banc of America Securities LLC and BNP Paribas, as lead arrangers
(the "OPNY Lead Arrangers") and joint bookrunners, the financial institutions
from time to time signatories thereto (the "OPNY Lenders"), Bank of America,
N.A., as issuing bank and administrative agent (in such capacity, the "OPNY
Administrative Agent"), BNP Paribas, as syndication agent and Union Bank of
California, N.A., CoBank, ACB and Deutsche Bank AG New York and/or Cayman Island
Branch as documentation agents. Terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement and the
principles of construction set forth in Section 1.04 of the Credit Agreement
shall apply hereto; provided, however, that, unless otherwise set forth therein,
terms used in Section 6 shall have the meanings assigned to them in the OPNY
Restated Credit Agreement.

         The obligations of the Lenders to continue to extend credit under the
Credit Agreement are conditioned on, among other things, the execution and
delivery by the Guarantors of a Guarantee Agreement in the form hereof. The
Guarantors and the Borrower are each wholly-owned indirect Subsidiaries of Orion
Power Capital, LLC ("Holdco"). As Subsidiaries of Holdco, the Guarantors
acknowledge that they will derive substantial benefits from the extension of
credit to the Borrower under the Credit Agreement. As consideration therefor and
in order to induce the Lenders to make Loans and continue to issue the Letters
of Credit, the Guarantors are willing to execute and deliver this Guarantee
Agreement.

         Accordingly, the Guarantors, intending to be legally bound, hereby
agree with the Administrative Agent, for the ratable benefit of the Secured
Parties, as follows:




<PAGE>

         SECTION 1. Guarantee. Each of the Guarantors unconditionally
guarantees, jointly and severally, as a primary obligor and not merely as a
surety, the due and punctual payment by the Borrower of (a) the principal of and
interest (including interest accruing after the filing of a petition initiating
any proceeding referred to in Section 7.07 of the Credit Agreement) on the Loans
and all amounts drawn under all Letters of Credit, when and as due and payable,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise, (b) each payment required to be made by the Borrower under any
Interest Hedge Contract entered into by the Borrower with any Lender, and (c)
all other Obligations of the Borrower and payment obligations of the other
Credit Parties (other than the Sponsor) to the Secured Parties under the Credit
Agreement and the other Financing Documents (all the foregoing obligations being
collectively called the "Guaranteed Obligations"), and agrees to pay any and all
expenses (including reasonable counsel fees and expenses) incurred in enforcing
any rights under this Guarantee Agreement.

         SECTION 2. Guarantee Absolute. (a) Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Financing Documents, regardless of any law, regulation or order now or hereafter
in effect in any jurisdiction affecting any of such terms or the rights of the
Secured Parties with respect thereto. The obligations of the Guarantors under
this Guarantee Agreement are independent of the Guaranteed Obligations, and a
separate action or actions may be brought and prosecuted against each Guarantor
to enforce this Guarantee Agreement, irrespective of whether any action is
brought against the Borrower or any other Guarantor or whether the Borrower or
any other Guarantor is joined in any such action or actions. This Guarantee
Agreement is an absolute and unconditional guaranty of payment when due, and not
of collection, by each Guarantor, jointly and severally with any other Guarantor
of the Guaranteed Obligations in each and every particular. The obligations of
each Guarantor hereunder are several from those of the Borrower and are primary
obligations concerning which each Guarantor is the principal obligor. The
Secured Parties shall not be required to mitigate damages or take any action to
reduce, collect or enforce the Guaranteed Obligations.

         (b) This Guarantee Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the
Administrative Agent or any other Secured Party upon the insolvency, bankruptcy
or reorganization of the Borrower or otherwise, all as though such payment had
not been made.

         (c) The obligations of each Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
the existence of any claim, set-off or other right which any Guarantor may have
at any time against the Borrower or any other Guarantor, the Administrative
Agent or other Secured Party or any other corporation or person, whether in
connection herewith or any unrelated transactions; provided, that, nothing
herein shall prevent the assertion of any such claim by separate suit or
counterclaim. Without limiting the generality of the foregoing, each Guarantor's
liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by the Borrower to any Secured Party under the
Financing Documents but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Borrower.




                                       2
<PAGE>

         SECTION 3. Waivers. Each Guarantor hereby waives presentment to, demand
of payment from and protest to the Borrower or any other Guarantor of any of the
Guaranteed Obligations, and also waives promptness, diligence, notice of
acceptance of its guarantee, any other notice with respect to any of the
Guaranteed Obligations and this Guarantee Agreement and any requirement that the
Administrative Agent or any other Secured Party protect, secure, perfect or
insure any Lien or any property subject thereto. Each Guarantor further waives
any right to require that resort be had by the Administrative Agent or any other
Secured Party to any security held for payment of the Guaranteed Obligations or
to any balance of any deposit, account or credit on the books of the
Administrative Agent or any other Secured Party in favor of the Borrower or any
other person. Each Guarantor hereby consents and agrees to each of the following
to the fullest extent permitted by applicable Requirements of Law, and agrees to
the fullest extent permitted by applicable Requirements of Law that such
Guarantor's obligations under this Guarantee Agreement shall not be released,
diminished, impaired, reduced or adversely affected by any of the following, and
waives any rights (including rights to notice) which such Guarantor might
otherwise have as a result of or in connection with any of the following:

                  (a) any renewal, extension, modification, increase, decrease,
         alteration or rearrangement of all or any part of the Guaranteed
         Obligations or any instrument executed in connection therewith, or any
         contract or understanding with the Borrower, the Administrative Agent,
         the other Secured Parties, or any of them, or any other person,
         pertaining to the Guaranteed Obligations;

                  (b) any adjustment, indulgence, forbearance or compromise that
         might be granted or given by the Administrative Agent or any other
         Secured Party to the Borrower or any Guarantor or any person liable on
         the Guaranteed Obligations; or the failure of the Administrative Agent
         or any other Secured Party to assert any claim or demand or to exercise
         any right or remedy against the Borrower or any Guarantor under the
         provisions of any Financing Document or otherwise; or any rescission,
         waiver, amendment or modification of, or any release from any of the
         terms or provisions of, any Financing Document, any guarantee or any
         other agreement, including with respect to any other Guarantor under
         this Guarantee Agreement;

                  (c) the insolvency, bankruptcy arrangement, adjustment,
         composition, liquidation, disability, dissolution or lack of power of
         the Borrower or any Guarantor or any other person at any time liable
         for the payment of all or part of the Guaranteed Obligations; or any
         dissolution of the Borrower or any Guarantor, or any change,
         restructuring or termination of the corporate structure or existence of
         the Borrower or any Guarantor, or any sale, lease or transfer of any or
         all of the assets of the Borrower or any Guarantor, or any change in
         the shareholders, partners, or members of the Borrower or any
         Guarantor; or any default, failure or delay, willful or otherwise, in
         the performance of the Guaranteed Obligations;

                  (d) the invalidity, illegality or unenforceability of all or
         any part of the Guaranteed Obligations, or any document or agreement
         executed in connection with the Guaranteed Obligations, for any reason
         whatsoever, including the fact that the Guaranteed Obligations, or any
         part thereof, exceed the amount permitted by law, the act






                                       3
<PAGE>

         of creating the Guaranteed Obligations or any part thereof is ultra
         vires, the officers or representatives executing the documents or
         otherwise creating the Guaranteed Obligations acted in excess of their
         authority, the Guaranteed Obligations violate applicable usury laws,
         the Borrower has valid defenses, claims or offsets (whether at law, in
         equity or by agreement) which render the Guaranteed Obligations wholly
         or partially uncollectible from the Borrower, the creation, performance
         or repayment of the Guaranteed Obligations (or the execution, delivery
         and performance of any document or instrument representing part of the
         Guaranteed Obligations or executed in connection with the Guaranteed
         Obligations or given to secure the repayment of the Guaranteed
         Obligations) is illegal, uncollectible, legally impossible or
         unenforceable, or the documents or instruments pertaining to the
         Guaranteed Obligations have been forged or otherwise are irregular or
         not genuine or authentic;

                  (e) any full or partial release of the liability of the
         Borrower on the Guaranteed Obligations or any part thereof, of any
         co-guarantors, or of any other person now or hereafter liable, whether
         directly or indirectly, jointly, severally, or jointly and severally,
         to pay, perform, guarantee or assure the payment of the Guaranteed
         Obligations or any part thereof, it being recognized, acknowledged and
         agreed by each Guarantor that such Guarantor may be required to pay the
         Guaranteed Obligations in full without assistance or support of any
         other person, and such Guarantor has not been induced to enter into
         this Guarantee Agreement on the basis of a contemplation, belief,
         understanding or agreement that any parties other than the Borrower
         will be liable to perform the Guaranteed Obligations, or that the
         Secured Parties will look to other parties to perform the Guaranteed
         Obligations;

                  (f) the taking or accepting of any other security, collateral
         or guaranty, or other assurance of payment, for all or any part of the
         Guaranteed Obligations;

                  (g) any release, surrender, exchange, subordination,
         deterioration, waste, loss or impairment (including negligent,
         unreasonable or unjustifiable impairment) of any letter of credit,
         collateral, property or security, at any time existing in connection
         with, or assuring or securing payment of, all or any part of the
         Guaranteed Obligations;

                  (h) the failure of the Administrative Agent, any other Secured
         Party or any other person to exercise diligence or reasonable care in
         the preservation, protection, enforcement, sale or other handling or
         treatment of all or any part of such collateral, property or security;

                  (i) the fact that any collateral, security, security interest
         or lien contemplated or intended to be given, created or granted as
         security for the repayment of the Guaranteed Obligations shall not be
         properly perfected or created, or shall prove to be unenforceable or
         subordinate to any other security interest or lien, it being recognized
         and agreed by each Guarantor that such Guarantor is not entering into
         this Guarantee Agreement in reliance on, or in contemplation of the
         benefits of, the validity, enforceability, collectibility or value of
         any of the Collateral;



                                       4
<PAGE>

                  (j) any payment by the Borrower to the Administrative Agent or
         any other Secured Party being held to constitute a preference under
         Title 11 of the United States Code or any similar Federal or state law,
         or for any reason the Administrative Agent or any other Secured Party
         being required to refund such payment or pay such amount to the
         Borrower or someone else;

                  (k) any other action taken or omitted to be taken with respect
         to the Guaranteed Obligations, or the security and collateral therefor,
         whether or not such action or omission prejudices any Guarantor or
         increases the likelihood that any Guarantor will be required to pay the
         Guaranteed Obligations pursuant to the terms hereof, it being the
         unambiguous and unequivocal intention of each Guarantor that such
         Guarantor shall be obligated to pay the Guaranteed Obligations when
         due, notwithstanding any occurrence, circumstance, event, action or
         omission whatsoever, whether or not contemplated, and whether or not
         otherwise or particularly described herein, except for the full and
         indefeasible payment and satisfaction of the Guaranteed Obligations in
         cash;

                  (l) the fact that all or any of the Guaranteed Obligations
         cease to exist by operation of law, including by way of a discharge,
         limitation or tolling thereof under applicable bankruptcy laws; or

                  (m) any other circumstance (including any statute of
         limitations) that might in any manner or to any extent otherwise
         constitute a defense (other than a defense of indefeasible payment and
         performance in full of the Guaranteed Obligations) available to, vary
         the risk of, or operate as a discharge of, the Borrower or any
         Guarantor as a matter of law or equity.

All waivers herein contained shall be without prejudice to the Administrative
Agent at its option to proceed against the Borrower, any Guarantor or any other
person, whether by separate action or by joinder.

         SECTION 4. Security for Guarantee. Each of the Guarantors authorizes
the Administrative Agent, in accordance with the terms and subject to the
conditions set forth in the Credit Agreement and the OPMW Second Lien Documents,
(a) to take and hold security for the payment of this Guarantee Agreement and
the Guaranteed Obligations and to exchange, enforce, waive and release any such
security, (b) to apply such security and direct the order or manner of sale
thereof as the Administrative Agent in its reasonable discretion may determine
in accordance with the Financing Documents and (c) to release or substitute any
one or more endorsees, other guarantors or other obligors. The Administrative
Agent may, at its election, in accordance with the terms and subject to the
conditions set forth in the Credit Agreement and the OPMW Second Lien Documents,
foreclose on any security held by it by one or more judicial or nonjudicial
sales, or exercise any other right or remedy available to it against the
Borrower or any of the Guarantors, or any security, without affecting or
impairing in any way the liability of any of the Guarantors hereunder, except to
the extent the Guaranteed Obligations have been indefeasibly paid in full in
cash.

         SECTION 5. Subrogation. In furtherance of the foregoing and not in
limitation of any other right which the Administrative Agent or any other
Secured Party has at law or in





                                       5
<PAGE>

equity against any Guarantor by virtue hereof, upon the failure of the Borrower
or any Guarantor to pay any Guaranteed Obligation when and as the same shall
become due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, each of the Guarantors hereby promises to and will, upon receipt of
written demand by the Administrative Agent, forthwith pay, or cause to be paid,
to the Administrative Agent for distribution to the Lenders and the other
Secured Parties, if and as appropriate, in cash the amount of such unpaid
Guaranteed Obligation. No Guarantor shall exercise any claims or rights which it
may now have or hereafter acquire against the Borrower or any other Credit Party
that arise from the existence, payment, performance or enforcement of such
Guarantor's obligations under this Guarantee Agreement or any other Financing
Documents, including any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or
remedy of the Administrative Agent or any other Secured Party against the
Borrower or any Collateral, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including the right to take or
receive from the Borrower directly or indirectly, in cash or other property or
by setoff or any other manner, payment or security on account of such claim,
remedy or right, until the later of (a) the indefeasible cash payment in full of
the Guaranteed Obligations and all other amounts payable under this Guarantee
Agreement and (b) the termination of the Commitments. If any amount shall be
paid to any Guarantor at any time prior to the later of the events set forth in
clauses (a) and (b) of the preceding sentence, such amount shall be held in
trust for the benefit of the Administrative Agent and the other Secured Parties
and shall forthwith be paid to the Administrative Agent to be credited and
applied to the Guaranteed Obligations and all other amounts payable under this
Guarantee Agreement, whether matured or unmatured, in accordance with the terms
of the Financing Documents, or to be held as Collateral for any Guaranteed
Obligations or other amounts payable under this Guarantee Agreement thereafter
arising. Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Financing Documents
and that the waiver set forth in this Section 5 is knowingly made in
contemplation of such benefits.

         SECTION 6. Representations and Warranties. Each Guarantor hereby
represents and warrants as follows:

         (a) Existence; Due Qualification; Compliance With Law. Such Guarantor
(a) is duly formed, validly existing and in good standing under the laws of the
jurisdiction of its formation, (b) has all requisite power and authority to own
its property and assets, to borrow money and to transact the business in which
it is presently engaged and in which it proposes to be engaged, (c) has duly
qualified and is authorized to do business and is in good standing in every
jurisdiction where the character of its properties or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified could not reasonably be expected to have a material adverse effect on
any Portfolio Asset and (d) is in full compliance with its Governing Documents,
all Contractual Obligations, all applicable material Requirements of Law and all
Governmental Approvals, except to the extent that the failure to comply with any
of the foregoing could not reasonably be expected to have a Material Adverse
Effect.

         (b) Power; Authority; No Violation; Binding Effect. The execution,
delivery and performance by such Guarantor of this Guarantee Agreement and the
OPMW Second Lien Documents to which it is a party and the consummation of the
transactions contemplated thereby (i) are within its powers, (ii) have been duly
authorized by all necessary corporate or partnership






                                       6
<PAGE>

action, (iii) do not and will not contravene (A) its Governing Documents or (B)
any material Requirement of Law, any of its material Contractual Obligation or
any material Governmental Approval binding on or affecting it and (iv) do not
and will not conflict with or be inconsistent with or result in any breach of
any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien (except Permitted Liens) upon any of its properties
or assets pursuant to, the terms of any material Contractual Obligation binding
on or affecting it.

         (c) Due Execution and Delivery. Such Guarantor has duly executed and
delivered this Guarantee Agreement and each OPMW Second Lien Document to which
it is a party. This Guarantee Agreement and each OPMW Second Lien Document to
which such Guarantor is a party constitutes the legal, valid and binding
obligation of each Guarantor (to the extent it is a party thereto), enforceable
against such Guarantor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity.

         (d) Governmental Approvals. Each Guarantor has all Governmental
Approvals required to authorize, and currently required to be maintained (and
currently expects to be able to obtain all Governmental Approvals required in
the future on or prior to the date and time required) under applicable
Requirements of Law in connection with (i) the execution, delivery and
performance by such Guarantor of this Guarantee Agreement and the other OPMW
Second Lien Documents to which it is a party, and (ii) the legality, validity,
binding effect or enforceability of this Guarantee Agreement and any other OPMW
Second Lien Document to which such Guarantor is a party except, in each case
where the failure to obtain such Governmental Approvals could not reasonably be
expected to have a material adverse effect on any Portfolio Asset. Except as set
forth on Schedule 4.04 of the OPNY Restated Credit Agreement, all applicable
waiting periods (including appeal periods) relating to any such Governmental
Approval or other approval which are required and have been obtained have
expired without any adverse action taken with respect thereto. All such
Governmental Approvals are in full force and effect and are not subject to any
appeal or similar proceeding, except where the failure to be in full force and
effect or any such appeal or proceeding could not reasonably be expected to have
a material adverse effect on any Portfolio Asset. Such Guarantor is not in
violation of any condition in any material Governmental Approval, which
violation could reasonably be expected to have a material adverse effect on any
Portfolio Asset.

         (e) Solvency. As of the Restructuring Effective Date, such Guarantor is
and, after consummation of the transactions contemplated by this Guarantee
Agreement, will be Solvent. As used herein, "Solvent" shall mean, with respect
to any Person as of a particular date, that on such date (i) such Person is able
to realize upon its assets and pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of
business, (ii) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person's ability to pay such debts
and liabilities as they mature in their ordinary course, taking into account the
timing of and amounts of cash to be received by such Person and the timing of
and amounts of cash to be payable on or in respect of debts and liabilities of
such Person, (iii) such Person is not engaged in a business or a transaction,
and is not about to engage in a business or a transaction, for which such
Person's property would constitute unreasonably





                                       7
<PAGE>

small capital after giving due consideration to the industry in which such
Person is engaged or is to engage, (iv) the fair value of the property of such
Person is greater than the total amount of liabilities, including contingent
liabilities, of such Person and (v) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts and liabilities as they become
absolute and matured. In computing the amount of contingent liabilities at any
time, it is intended that such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

         (f) Conditions Precedent. There are no conditions precedent to the
effectiveness of this Guarantee Agreement that have not been satisfied or
waived.

         (g) Independent Analysis. Such Guarantor has, independently and without
reliance upon the Administrative Agent or any other Secured Party and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Guarantee Agreement. Such Guarantor has
investigated fully the benefits and advantages which will be derived by it from
execution of this Guarantee Agreement, and the Board of Directors of the general
partner of such Guarantor has decided that a direct or an indirect benefit will
accrue to such Guarantor by reason of the execution of this Guarantee Agreement.

         (h) Intent; Consideration. (i) This Guarantee Agreement is not given
with actual intent to hinder, delay or defraud any Person to which any Guarantor
is or will become, on or after the date hereof, indebted; (ii) such Guarantor
has received at least a reasonably equivalent value in exchange for the giving
of this Guarantee Agreement; (iii) such Guarantor is not engaged in a business
or transaction, nor is about to engage in a business or transaction, for which
any property remaining with such Guarantor constitutes an unreasonably small
amount of capital; and (iv) such Guarantor does not intend to incur debts that
will be beyond such Guarantor's ability to pay as such debts mature.

         SECTION 7. Preservation of Security Interests; Further Assurances.
Except as provided for in the Intercreditor Agreement and except with respect to
dispositions of assets permitted under Section 6.11 of the OPNY Restated Credit
Agreement or Section 8.11 of the Subsidiary Guarantee (as defined in the OPNY
Credit Agreement), preserve, or cause to be preserved, the security interests
granted under the OPMW Second Lien Documents and undertake all actions which are
necessary or appropriate in the reasonable judgment of the Administrative Agent
to (i) maintain the Secured Parties' security interest in such Collateral in
full force and effect at all times (including the priority thereof) and (ii)
preserve and protect such Collateral and protect and enforce such Guarantor's
rights and title and the rights of the Secured Parties to such Collateral,
including the making or delivery of all filings and recordations, the payments
of fees and other charges and the issuance of supplemental documentation, in
each case in accordance with and subject to the terms of the Security Documents.
Upon notice from the Administrative Agent, take or cause to be taken all action
required or, in the reasonable opinion of the Administrative Agent, which is
desirable to maintain and preserve the Liens of the OPMW Second Lien Documents
and execute or cause to be executed any and all further instruments (including
financing statements, continuation statements and similar statements with
respect to any of the OPMW Second Lien Documents) requested by the
Administrative Agent






                                       8
<PAGE>

for such purpose, in each case in accordance with and subject to the terms of
the Security Documents. Notwithstanding any provision of this Guarantee
Agreement or any other Financing Document, the Guarantor hereto hereby
acknowledges and agrees that (i) the Borrower Entities are in the process of
obtaining each of the consents identified in Schedule 5.18 to the Credit
Agreement as a consent the Borrower Entities are required to obtain, (ii) the
Borrower Entities shall use diligent and commercially reasonable efforts to
obtain such consents, and (iii) no Borrower Entity shall be deemed to be in
breach or violation of any provision of this Agreement or any other Financing
Document due to a failure to obtain any such consent except as a result of the
breach of such Borrower Entity's obligations under Section 5.18(b) of the Credit
Agreement.

         SECTION 8. OPNY Restated Credit Agreement. After the indefeasible
payment in full in cash of the OPNY Obligations, all obligations of the
Guarantors under the OPNY Restated Credit Agreement and the other Financing
Documents (as defined in the OPNY Restated Credit Agreement) to deliver
certificates, plans, financial information, or other documents or information
to, or obtain the consent of, any of the OPNY Administrative Agent, the OPNY
Lenders, the Secured Parties (as defined in the OPNY Restated Credit Agreement)
and the OPNY Lead Arrangers shall be satisfied by delivery of the same to, or
obtaining the consent of, the Administrative Agent, the Lenders, the Secured
Parties and the Lead Arrangers hereunder, respectively.

         SECTION 9. Amendments, Etc. No amendment, modification or waiver of any
provision of this Guarantee Agreement and no consent to any departure by any
Guarantor therefrom shall in any event be effective unless the same shall be in
writing and shall be executed and delivered in accordance with Section 9.02 of
the Credit Agreement, and then such amendment, modification, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, that, this Guarantee Agreement may be amended,
modified or waived with respect to any Guarantor, including by releasing any
Guarantor hereunder, without the approval of any other Guarantor and without
affecting the obligations of any other Guarantor hereunder.

         SECTION 10. Notices, Etc. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement and shall be given to such party at its address or telecopy
number set forth on the signature pages hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.

         SECTION 11. No Waiver; Remedies. No failure on the part of the
Administrative Agent or any other Secured Party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by the Administrative Agent or any other Secured Party preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder and under the other Financing Documents are cumulative
and are not exclusive of any other remedies provided by law.

         SECTION 12. Right of Set-off. If an Event of Default shall have
occurred and be continuing, each Secured Party is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time




                                       9
<PAGE>

or demand, provisional or final) at any time held and other indebtedness at any
time owing by such Secured Party to or for the credit or the account of any
Guarantor against any and all the obligations of such Guarantor then existing
under this Guarantee Agreement and the other Financing Documents, irrespective
of whether or not such Secured Party shall have made any demand under this
Guarantee Agreement or such other Financing Document and although such
obligations may be unmatured. The rights of each Secured Party under this
Section 12 are in addition to other rights and remedies (including other rights
of setoff) which such Secured Party may have.

         SECTION 13. Continuing Guarantee. This Guarantee Agreement is a
continuing guarantee and shall survive and remain in full force and effect until
the Guaranteed Obligations and all other amounts payable under this Guarantee
Agreement have been indefeasibly paid in full in cash, the Commitments have been
terminated, all Letters of Credit have been cancelled or have expired and all
amounts drawn thereunder have been indefeasibly reimbursed in full, any DLC
Letters of Credit Disbursements have been indefeasibly reimbursed in full, and
shall be reinstated to the extent provided in Section 2(b).

         SECTION 14. Assignments. This Guarantee Agreement and the terms,
covenants and conditions hereof shall be binding upon each Guarantor and its
successors and shall inure to the benefit of the Administrative Agent, the other
Secured Parties and their respective successors and assigns. Upon the assignment
by any Lender of all or any portion of its rights and obligations in accordance
with the Credit Agreement (including all or any portion of its Commitment, the
Loans owing to it and the Note or Notes held by it) to any other person, such
other person shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise. None of the Guarantors shall
be permitted to assign, transfer or delegate any of its rights or obligations
under this Guarantee Agreement without the prior written consent of the
Administrative Agent and each Lender (and any such purported assignment,
transfer or delegation without such consent shall be void).

         SECTION 15. Contribution. Rights of contribution among the Guarantors
are set forth in the OPNY Indemnity, Subrogation and Contribution Agreement.

         SECTION 16. Counterparts. This Guarantee Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which, when taken together, shall constitute but one instrument. This Guarantee
Agreement shall be effective with respect to any Guarantor when a counterpart
hereof which bears the signature of such Guarantor shall have been delivered to
the Administrative Agent.

         SECTION 17. Savings Clause. In the event any one or more of the
provisions contained in this Guarantee Agreement should be held invalid, illegal
or unenforceable in any respect with respect to any Guarantor, no party hereto
shall be required to comply with such provision with respect to such Guarantor
for so long as such provision is held to be invalid, illegal or unenforceable,
and the validity, legality and enforceability of the remaining provisions
contained herein, and of such invalid, illegal or unenforceable provision with
respect to any other Guarantor, shall not in any way be affected or impaired.
The parties shall endeavor in good-faith negotiations to replace any invalid,
illegal or unenforceable provisions with valid provisions, the






                                       10
<PAGE>

economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         SECTION 18. Governing Law; Submission to Jurisdiction and Venue. (a)
THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT
WOULD APPLY THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS
OF ANOTHER JURISDICTION ARE MANDATORILY APPLICABLE. ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN EACH GUARANTOR AND EACH SECURED PARTY IN CONNECTION WITH THIS GUARANTEE
AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE
OF NEW YORK.

         (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, EACH GUARANTOR AND EACH
SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS GUARANTEE AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND
WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY
BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT EACH GUARANTOR AND
EACH SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH GUARANTOR WAIVES IN
ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS.

         (c) EACH GUARANTOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT,
TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST
SUCH GUARANTOR OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN
GOOD FAITH TO ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY.
EACH GUARANTOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE
COURT IN WHICH ANY SECURED PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
PARAGRAPH INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS.

         (d) THE GUARANTORS AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE ARISING OUT OF, CONNECTED






                                       11
<PAGE>

WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS GUARANTEE AGREEMENT AND THE OTHER FINANCING DOCUMENTS.
INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL
WITHOUT A JURY.

         (e) EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED
AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW
YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF SUCH GUARANTOR TO
RECEIVE FOR AND ON BEHALF OF THE GUARANTOR SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTEE
AGREEMENT OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO SUCH
GUARANTOR AT ITS ADDRESS SET FORTH IN ACCORDANCE WITH SECTION 9.01. EACH
GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH GUARANTOR AT
ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT
THEREOF.

         (f) NOTHING IN THIS GUARANTEE AGREEMENT SHALL AFFECT THE RIGHT OF ANY
PARTY TO THIS GUARANTEE AGREEMENT (I) TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR (II) TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY
PARTY, IN EITHER CASE SOLELY AS PERMITTED IN SUBSECTION (C) OF THIS SECTION 18.

         SECTION 19. Subordination by Guarantors. Each Guarantor hereby
subordinates in right of payment all indebtedness of the Borrower, any other
Credit Party or any other Guarantor owing to such Guarantor, whether originally
contracted with such Guarantor or acquired by such Guarantor by assignment,
transfer or otherwise, whether now owed or hereafter arising, whether for
principal, interest, fees, expenses or otherwise, together with all renewals,
extensions, increases or rearrangements thereof, to the prior indefeasible
payment in full in cash of the Guaranteed Obligations, whether now owed or
hereafter arising, whether for principal, interest (including interest accruing
after the filing of a petition initiating any proceeding referred to in Section
7.07 of the Credit Agreement), fees, expenses or otherwise, together with all
renewals, extensions, increases or rearrangements thereof.

         SECTION 20. Intercreditor Agreement. The rights and remedies granted to
the Administrative Agent hereunder and under OPMW Second Lien Documents are
subject to the terms and conditions of the Intercreditor Agreement.

         SECTION 21. Survival of Agreement. All covenants, agreements,
representations and warranties made by each Guarantor herein shall be considered
to have been relied upon by the Administrative Agent and the other Secured
Parties and shall survive the making by the Lenders of the Loans and the
execution and delivery to the Lenders of the Notes evidencing such Loans,
regardless of any investigation made by the Lenders or the Agents or on their
behalf, and shall






                                       12
<PAGE>

continue in full force and effect until the Guaranteed Obligations and any other
amounts payable under this Guarantee Agreement or any other Financing Document
have been indefeasibly paid in full in cash and the Commitments have been
terminated, and, upon such occurrence, this Guarantee Agreement shall terminate,
subject to any reinstatement pursuant to Section 2(b) above.

         SECTION 22. Entire Agreement. This Guarantee Agreement and the other
Financing Documents constitute the entire contract between the parties relative
to the subject matter hereof. Any agreement previously entered into among the
parties with respect to the subject matter hereof is superseded by this
Guarantee Agreement and the other Financing Documents. Nothing in this Guarantee
Agreement, expressed or implied, is intended to confer upon any party, other
than the parties hereto and the other Secured Parties, any rights, remedies,
obligations or liabilities under or by reason of this Guarantee Agreement.

         SECTION 23. Headings. Section headings used herein, and the Table of
Contents, are for convenience of reference only, are not part of this Guarantee
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Guarantee Agreement.




                                       13
<PAGE>






         IN WITNESS WHEREOF, each party hereto has caused this Guarantee
Agreement to be duly executed, attested and delivered by its officers thereunto
duly authorized as of the date first above written.

                              GUARANTORS:

                              ORION POWER NEW YORK LP, INC.

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

                              Address:  1111 Louisiana Street
                                        Houston, TX  77002

                              Telecopy:



                              ORION POWER NEW YORK, GP, INC.

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

                              Address:  1111 Louisiana Street
                                        Houston, TX  77002

                              Telecopy:



                              ORION POWER NEW YORK, L.P.

                              By:  Orion Power New York GP, Inc., its general
                              partner

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

                              Address:  1111 Louisiana Street
                                        Houston, TX  77002


                              Telecopy:




<PAGE>


                              ASTORIA GENERATING COMPANY, L.P.

                              By:  Orion Power New York GP, Inc., its general
                              partner

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

                              Address:  1111 Louisiana Street
                                        Houston, TX  77002

                              Telecopy:



                              ERIE BOULEVARD HYDROPOWER, L.P.

                              By:  Orion Power New York GP, Inc., its general
                              partner

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

                              Address:  1111 Louisiana Street
                                        Houston, TX  77002

                              Telecopy:



                              CARR STREET GENERATING STATION, L.P.

                              By:  Orion Power New York GP, Inc., its general
                              partner

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

                              Address:  1111 Louisiana Street
                                        Houston, TX  77002

                              Telecopy:



<PAGE>


                              ADMINISTRATIVE AGENT:

                              BANK OF AMERICA, N.A.,
                              as Administrative Agent,


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

                              Address:  101 North Tryon Street
                                        NC1-001-08-19
                                        Charlotte, NC  28255

                              Telecopy:  (704) 386-3324






<PAGE>

                                                                     EXHIBIT L-3
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


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


                               GUARANTEE AGREEMENT

                          DATED AS OF OCTOBER 28, 2002

                                      AMONG

                            ORION POWER CAPITAL, LLC

                                       AND

                             BANK OF AMERICA, N.A.,

                             AS ADMINISTRATIVE AGENT


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



<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
Section                                                                                                        Page
-------                                                                                                        ----

<S>               <C>                                                                                          <C>
SECTION 1.        Guarantee.......................................................................................1

SECTION 2.        Guarantee Absolute..............................................................................1

SECTION 3.        Waivers.........................................................................................2

SECTION 4.        Security for Guarantee..........................................................................5

SECTION 5.        Subrogation.....................................................................................5

SECTION 6.        Representations and Warranties..................................................................6

SECTION 7.        Combined Debt Service Coverage Ratio............................................................8

SECTION 8.        Preservation of Security Interests; Further Assurances..........................................8

SECTION 9.        Amendments, Etc.................................................................................9

SECTION 10.       Notices, Etc....................................................................................9

SECTION 11.       No Waiver; Remedies.............................................................................9

SECTION 12.       Right of Set-off................................................................................9

SECTION 13.       Continuing Guarantee............................................................................9

SECTION 14.       Assignments.....................................................................................9

SECTION 15.       Contribution...................................................................................10

SECTION 16.       Counterparts...................................................................................10

SECTION 17.       Savings Clause.................................................................................10

SECTION 18.       Governing Law; Submission to Jurisdiction and Venue............................................10

SECTION 19.       Subordination by Guarantor.....................................................................12

SECTION 20.       Intercreditor Agreement........................................................................12

SECTION 21.       Survival of Agreement..........................................................................12

SECTION 22.       Entire Agreement...............................................................................12

SECTION 23.       Headings.......................................................................................12
</Table>



                                       i
<PAGE>

         THIS GUARANTEE AGREEMENT (this "Guarantee Agreement") is dated as of
October 28, 2002 between ORION POWER CAPITAL, LLC, a Delaware limited liability
company (the "Guarantor") and BANK OF AMERICA, N.A., as Administrative Agent (in
such capacity, the "Administrative Agent") for the benefit of the Secured
Parties (as defined in the Credit Agreement referred to below).

         Reference is made to that certain Second Amended and Restated Credit
Agreement, dated as of October 28, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Orion Power MidWest,
L.P. (the "Borrower"), Banc of America Securities LLC and BNP Paribas, as lead
arrangers (the "Lead Arrangers") and as joint book runners, the financial
institutions from time to time signatories thereto (the "Lenders"), Bank of
America, N.A., as issuing bank, the Administrative Agent, BNP Paribas, as
syndication agent, and The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd, and
Bayerische Hypo-Und Vereinsbank AG, New York Branch, as documentation agents,
pursuant to which the Lenders have agreed to extend credit to the Borrower upon
the terms and subject to the conditions set forth therein. Terms used herein and
not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement and the principles of construction set forth in Section 1.04 of
the Credit Agreement shall apply hereto. As used herein, "Other Credit Parties"
means any and all of the Credit Parties other than the Guarantor.

         The obligations of the Lenders to continue to extend credit under the
Credit Agreement are conditioned on, among other things, the execution and
delivery by the Guarantor of a Guarantee Agreement in the form hereof. As the
indirect owner of 100% of the Capital Stock of the Borrower, the Guarantor
acknowledges that it will derive substantial benefits from the extension of
credit to the Borrower under the Credit Agreement. As consideration therefor and
in order to induce the Lenders to make Loans and continue to issue the Letters
of Credit, the Guarantor is willing to execute and deliver this Guarantee
Agreement.

         Accordingly, the Guarantor, intending to be legally bound, hereby
agrees with the Administrative Agent, for the ratable benefit of the Secured
Parties, as follows:

         SECTION 1. Guarantee. The Guarantor unconditionally guarantees, as a
primary obligor and not merely as a surety, the due and punctual payment by the
Borrower of (a) the principal of and interest (including interest accruing after
the filing of a petition initiating any proceeding referred to in Section 7.07
of the Credit Agreement) on the Loans and all amounts drawn under all Letters of
Credit, when and as due and payable, whether at maturity, by acceleration, upon
one or more dates set for prepayment or otherwise, (b) each payment required to
be made by the Borrower under any Interest Hedge Contract entered into by the
Borrower with any Lender, and (c) all other Obligations of the Borrower and the
payment obligations of the Other Credit Parties (other than the Sponsor) to the
Secured Parties under the Credit Agreement and the other Financing Documents
(all the foregoing obligations being collectively called the "Guaranteed
Obligations"), and agrees to pay any and all expenses (including reasonable
counsel fees and expenses) incurred in enforcing any rights under this Guarantee
Agreement.

         SECTION 2. Guarantee Absolute. (a) The Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Financing







                                       1

<PAGE>

Documents, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of the Secured
Parties with respect thereto. The obligations of the Guarantor under this
Guarantee Agreement are independent of the Guaranteed Obligations, and a
separate action or actions may be brought and prosecuted against the Guarantor
to enforce this Guarantee Agreement, irrespective of whether any action is
brought against the Borrower or any Other Credit Party or whether the Borrower
or any Other Credit Party is joined in any such action or actions. This
Guarantee Agreement is an absolute and unconditional guaranty of payment when
due, and not of collection, by the Guarantor of the Guaranteed Obligations in
each and every particular. The obligations of the Guarantor hereunder are
several from those of the Borrower and are primary obligations concerning which
the Guarantor is the principal obligor. The Secured Parties shall not be
required to mitigate damages or take any action to reduce, collect or enforce
the Guaranteed Obligations.

         (b) This Guarantee Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the
Administrative Agent or any other Secured Party upon the insolvency, bankruptcy
or reorganization of the Borrower or otherwise, all as though such payment had
not been made.

         (c) The obligations of the Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
the existence of any claim, set-off or other right which the Guarantor may have
at any time against the Borrower or any Other Credit Party, the Administrative
Agent or other Secured Party or any other corporation or person, whether in
connection herewith or any unrelated transactions; provided, that, nothing
herein shall prevent the assertion of any such claim by separate suit or
counterclaim. Without limiting the generality of the foregoing, the Guarantor's
liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by the Borrower to any Secured Party under the
Financing Documents but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Borrower.

         SECTION 3. Waivers. The Guarantor hereby waives presentment to, demand
of payment from and protest to the Borrower or any Other Credit Party of any of
the Guaranteed Obligations, and also waives promptness, diligence, notice of
acceptance of its guarantee, any other notice with respect to any of the
Guaranteed Obligations and this Guarantee Agreement and any requirement that the
Administrative Agent or any other Secured Party protect, secure, perfect or
insure any Lien or any property subject thereto. The Guarantor further waives
any right to require that resort be had by the Administrative Agent or any other
Secured Party to any security held for payment of the Guaranteed Obligations or
to any balance of any deposit, account or credit on the books of the
Administrative Agent or any other Secured Party in favor of the Borrower or any
other person. The Guarantor hereby consents and agrees to each of the following
to the fullest extent permitted by applicable Requirements of Law, and agrees to
the fullest extent permitted by applicable Requirements of Law that the
Guarantor's obligations under this Guarantee Agreement shall not be released,
diminished, impaired, reduced or adversely affected by any of the following, and
waives any rights (including rights to notice) which the Guarantor might
otherwise have as a result of or in connection with any of the following:



                                       2
<PAGE>

                  (i) any renewal, extension, modification, increase, decrease,
         alteration or rearrangement of all or any part of the Guaranteed
         Obligations or any instrument executed in connection therewith, or any
         contract or understanding with the Borrower, the Administrative Agent,
         the other Secured Parties, or any of them, or any other person,
         pertaining to the Guaranteed Obligations;

                  (ii) any adjustment, indulgence, forbearance or compromise
         that might be granted or given by the Administrative Agent or any other
         Secured Party to the Borrower or any Other Credit Party or any person
         liable on the Guaranteed Obligations; or the failure of the
         Administrative Agent or any other Secured Party to assert any claim or
         demand or to exercise any right or remedy against the Borrower or any
         Other Credit Party under the provisions of any Financing Document or
         otherwise; or any rescission, waiver, amendment or modification of, or
         any release from any of the terms or provisions of, any Financing
         Document, any guarantee or any other agreement;

                  (iii) the insolvency, bankruptcy arrangement, adjustment,
         composition, liquidation, disability, dissolution or lack of power of
         the Borrower or any Other Credit Party or any other person at any time
         liable for the payment of all or part of the Guaranteed Obligations; or
         any dissolution of the Borrower or any Other Credit Party, or any
         change, restructuring or termination of the corporate structure or
         existence of the Borrower or any Other Credit Party, or any sale, lease
         or transfer of any or all of the assets of the Borrower or any Other
         Credit Party, or any change in the shareholders, partners, or members
         of the Borrower or any Other Credit Party; or any default, failure or
         delay, willful or otherwise, in the performance of the Guaranteed
         Obligations;

                  (iv) the invalidity, illegality or unenforceability of all or
         any part of the Guaranteed Obligations, or any document or agreement
         executed in connection with the Guaranteed Obligations, for any reason
         whatsoever, including the fact that the Guaranteed Obligations, or any
         part thereof, exceed the amount permitted by law, the act of creating
         the Guaranteed Obligations or any part thereof is ultra vires, the
         officers or representatives executing the documents or otherwise
         creating the Guaranteed Obligations acted in excess of their authority,
         the Guaranteed Obligations violate applicable usury laws, the Borrower
         has valid defenses, claims or offsets (whether at law, in equity or by
         agreement) which render the Guaranteed Obligations wholly or partially
         uncollectible from the Borrower, the creation, performance or repayment
         of the Guaranteed Obligations (or the execution, delivery and
         performance of any document or instrument representing part of the
         Guaranteed Obligations or executed in connection with the Guaranteed
         Obligations or given to secure the repayment of the Guaranteed
         Obligations) is illegal, uncollectible, legally impossible or
         unenforceable, or the documents or instruments pertaining to the
         Guaranteed Obligations have been forged or otherwise are irregular or
         not genuine or authentic;

                  (v) any full or partial release of the liability of the
         Borrower on the Guaranteed Obligations or any part thereof, of any
         co-guarantors, or of any other person now or hereafter liable, whether
         directly or indirectly, jointly, severally, or jointly and severally,
         to pay, perform, guarantee or assure the payment of the Guaranteed



                                       3
<PAGE>

         Obligations or any part thereof, it being recognized, acknowledged and
         agreed by the Guarantor that the Guarantor may be required to pay the
         Guaranteed Obligations in full without assistance or support of any
         other person, and the Guarantor has not been induced to enter into this
         Guarantee Agreement on the basis of a contemplation, belief,
         understanding or agreement that any parties other than the Borrower
         will be liable to perform the Guaranteed Obligations, or that the
         Secured Parties will look to other parties to perform the Guaranteed
         Obligations;

                  (vi) the taking or accepting of any other security, collateral
         or guaranty, or other assurance of payment, for all or any part of the
         Guaranteed Obligations;

                  (vii) any release, surrender, exchange, subordination,
         deterioration, waste, loss or impairment (including negligent,
         unreasonable or unjustifiable impairment) of any letter of credit,
         collateral, property or security, at any time existing in connection
         with, or assuring or securing payment of, all or any part of the
         Guaranteed Obligations;

                  (viii) the failure of the Administrative Agent, any other
         Secured Party or any other person to exercise diligence or reasonable
         care in the preservation, protection, enforcement, sale or other
         handling or treatment of all or any part of such collateral, property
         or security;

                  (ix) the fact that any collateral, security, security interest
         or lien contemplated or intended to be given, created or granted as
         security for the repayment of the Guaranteed Obligations shall not be
         properly perfected or created, or shall prove to be unenforceable or
         subordinate to any other security interest or lien, it being recognized
         and agreed by the Guarantor that the Guarantor is not entering into
         this Guarantee Agreement in reliance on, or in contemplation of the
         benefits of, the validity, enforceability, collectibility or value of
         any of the Collateral;

                  (x) any payment by the Borrower to the Administrative Agent or
         any other Secured Party being held to constitute a preference under
         Title 11 of the United States Code or any similar Federal or state law,
         or for any reason the Administrative Agent or any other Secured Party
         being required to refund such payment or pay such amount to the
         Borrower or someone else;

                  (xi) any other action taken or omitted to be taken with
         respect to the Guaranteed Obligations, or the security and collateral
         therefor, whether or not such action or omission prejudices the
         Guarantor or increases the likelihood that the Guarantor will be
         required to pay the Guaranteed Obligations pursuant to the terms
         hereof, it being the unambiguous and unequivocal intention of the
         Guarantor that the Guarantor shall be obligated to pay the Guaranteed
         Obligations when due, notwithstanding any occurrence, circumstance,
         event, action or omission whatsoever, whether or not contemplated, and
         whether or not otherwise or particularly described herein, except for
         the full and indefeasible payment and satisfaction of the Guaranteed
         Obligations in cash;



                                       4
<PAGE>

                  (xii) the fact that all or any of the Guaranteed Obligations
         cease to exist by operation of law, including by way of a discharge,
         limitation or tolling thereof under applicable bankruptcy laws; or

                  (xiii) any other circumstance (including any statute of
         limitations) that might in any manner or to any extent otherwise
         constitute a defense (other than a defense of indefeasible payment and
         performance in full of the Guaranteed Obligations) available to, vary
         the risk of, or operate as a discharge of, the Borrower or the
         Guarantor as a matter of law or equity.

All waivers herein contained shall be without prejudice to the Administrative
Agent at its option to proceed against the Borrower, the Guarantor or any other
person, whether by separate action or by joinder.

         SECTION 4. Security for Guarantee. The Guarantor authorizes the
Administrative Agent, in accordance with the terms and subject to the conditions
set forth in the Credit Agreement and the Security Documents, (a) to take and
hold security for the payment of this Guarantee Agreement and the Guaranteed
Obligations and to exchange, enforce, waive and release any such security, (b)
to apply such security and direct the order or manner of sale thereof as the
Administrative Agent in its reasonable discretion may determine in accordance
with the other Financing Documents and (c) to release or substitute any one or
more endorsees, other guarantors or other obligors. The Administrative Agent
may, at its election, in accordance with the terms and subject to the conditions
set forth in the Credit Agreement and the Security Documents, foreclose on any
security held by it by one or more judicial or nonjudicial sales, or exercise
any other right or remedy available to it against the Borrower, any Other Credit
Party or the Guarantor, or any security, without affecting or impairing in any
way the liability of the Guarantor hereunder, except to the extent the
Guaranteed Obligations have been indefeasibly paid in full in cash.

         SECTION 5. Subrogation. In furtherance of the foregoing and not in
limitation of any other right which the Administrative Agent or any other
Secured Party has at law or in equity against the Guarantor by virtue hereof,
upon the failure of the Borrower or any Other Credit Party to pay any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, the Guarantor hereby
promises to and will, upon receipt of written demand by the Administrative
Agent, forthwith pay, or cause to be paid, to the Administrative Agent for
distribution to the Lenders and the other Secured Parties, if and as
appropriate, in cash the amount of such unpaid Guaranteed Obligation. The
Guarantor shall not exercise any claims or rights which it may now have or
hereafter acquire against the Borrower or any Other Credit Party that arise from
the existence, payment, performance or enforcement of the Guarantor's
obligations under this Guarantee Agreement or any other Financing Documents,
including any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the
Administrative Agent or any other Secured Party against the Borrower, any Other
Credit Party or any Collateral, whether or not such claim, remedy or right
arises in equity or under contract, statute or common law, including the right
to take or receive from the Borrower or any Other Credit Party, directly or
indirectly, in cash or other property or by setoff or any other manner,



                                       5
<PAGE>

payment or security on account of such claim, remedy or right until the later of
(a) the indefeasible cash payment in full of the Guaranteed Obligations and all
other amounts payable under this Guarantee Agreement and (b) the termination of
the Commitments. If any amount shall be paid by the Guarantor at any time prior
to the later of the events set forth in clauses (a) and (b) of the preceding
sentence, such amount shall be held in trust for the benefit of the
Administrative Agent and the other Secured Parties and shall forthwith be paid
to the Administrative Agent to be credited and applied to the Guaranteed
Obligations and all other amounts payable under this Guarantee Agreement,
whether matured or unmatured, in accordance with the terms of the Intercreditor
Agreement and the Financing Documents, or to be held as Collateral for any
Guaranteed Obligations or other amounts payable under this Guarantee Agreement
thereafter arising. The Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by the Financing
Documents and that the waiver set forth in this Section 5 is knowingly made in
contemplation of such benefits.

         SECTION 6. Representations and Warranties. The Guarantor hereby
represents and warrants as follows:

         (a) Existence; Due Qualification; Compliance With Law. The Guarantor
(i) is a limited liability company duly formed, validly existing and in good
standing under the laws of the State of Delaware, (ii) has all requisite power
and authority to own its property and assets, to borrow money and to transact
the business in which it is presently engaged and in which it proposes to be
engaged, (iii) has duly qualified and is authorized to do business and is in
good standing in every jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary, except where the
failure to be so qualified could not reasonably be expected to have a material
adverse effect on any Portfolio Asset and (iv) is in full compliance with its
Governing Documents, all Contractual Obligations, all applicable material
Requirements of Law and all Governmental Approvals in respect of the conduct of
its business and the ownership of its property, except to the extent that the
failure to comply therewith could not reasonably be expected to have a Material
Adverse Effect.

         (b) Power; Authority; No Violation; Binding Effect. The execution,
delivery and performance by the Guarantor of this Guarantee Agreement and the
other Transaction Documents to which it is a party and the consummation of the
transactions contemplated hereby and thereby (i) are within its powers, (ii)
have been duly authorized by all necessary limited liability company action,
(iii) do not and will not contravene (A) its Governing Documents or (B) any
material Requirement of Law, any of its material Contractual Obligation or any
material Governmental Approval binding on or affecting it, and (iv) do not and
will not conflict with or be inconsistent with or result in any breach of any of
the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien (except Permitted Liens) upon any of its properties or
assets pursuant to the terms of any material Contractual Obligation binding on
or affecting it.

         (c) Due Execution and Delivery. The Guarantor has duly executed and
delivered this Guarantee Agreement and each other Transaction Document to which
it is a party. This Guarantee Agreement and each other Transaction Document to
which the Guarantor is a party constitutes the legal, valid and binding
obligation of the Guarantor (to the extent it is a party



                                       6
<PAGE>

thereto), enforceable against the Guarantor in accordance with its terms, except
as enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) general principles of equity.

         (d) Governmental Approvals. No Governmental Approval (except such as
have been duly obtained, made or given, and are in full force and effect) is
required to authorize, or is required in connection with (i) the execution,
delivery or performance of this Guarantee Agreement by the Guarantor, and (ii)
the legality, validity, binding effect or enforceability of this Guarantee
Agreement, except in each case where the failure to obtain such Governmental
Approval could not reasonably be expected to have a material adverse effect on
any Portfolio Asset. Except as set forth in Schedule 4.04 to the Credit
Agreement, all applicable waiting periods relating to any such Governmental
Approval or other approval which are required and have been obtained have
expired without any adverse action taken with respect thereto.

         (e) Solvency. As of the Restructuring Effective Date, the Guarantor is
and, after consummation of the transactions contemplated by this Guarantee
Agreement, will be Solvent. As used herein, "Solvent" shall mean, with respect
to any Person as of a particular date, that on such date (i) such Person is able
to realize upon its assets and pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of
business, (ii) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person's ability to pay such debts
and liabilities as they mature in their ordinary course, taking into account the
timing of and amounts of cash to be received by such Person and the timing of
and amounts of cash to be payable on or in respect of debts and liabilities of
such Person, (iii) such Person is not engaged in a business or a transaction,
and is not about to engage in a business or a transaction, for which such
Person's property would constitute unreasonably small capital after giving due
consideration to the industry in which such Person is engaged or is to engage,
(iv) the fair value of the property of such Person is greater than the total
amount of liabilities, including contingent liabilities, of such Person and (v)
the present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts and liabilities as they become absolute and matured. In computing the
amount of contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

         (f) Conditions Precedent. There are no conditions precedent to the
effectiveness of this Guarantee Agreement that have not been satisfied or
waived.

         (g) Independent Analysis. The Guarantor has, independently and without
reliance upon the Administrative Agent or any other Secured Party and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Guarantee Agreement. The Guarantor has
investigated fully the benefits and advantages which will be derived by it from
execution of this Guarantee Agreement, and the Managers of the Guarantor have
decided that a direct or an indirect benefit will accrue to such Guarantor by
reason of the execution of this Guarantee Agreement.



                                       7
<PAGE>

         (h) Intent; Consideration. (i) This Guarantee Agreement is not given
with actual intent to hinder, delay or defraud any Person to which the Guarantor
is or will become, on or after the date hereof, indebted; (ii) the Guarantor has
received at least a reasonably equivalent value in exchange for the giving of
this Guarantee Agreement; (iii) the Guarantor is not engaged in a business or
transaction, nor is about to engage in a business or transaction, for which any
property remaining with such Guarantor constitutes an unreasonably small amount
of capital; and (iv) the Guarantor does not intend to incur debts that will be
beyond the Guarantor's ability to pay as such debts mature.

         SECTION 7. Combined Debt Service Coverage Ratio. So long as this
Guarantee Agreement is in effect and any Lenders shall have any Commitment
outstanding under the Credit Agreement, and until the Notes, together with
interest, and all other Obligations are indefeasibly paid in full in cash and
all Letters of Credit have been cancelled or have expired and all amounts drawn
thereunder have been indefeasibly reimbursed in full in cash, the Guarantor
shall cause to be maintained a Combined Debt Service Coverage Ratio (as defined
in the Holdco Deposit Account Agreement of at least 1.50 to 1.00 calculated on a
trailing twelve month basis as of each Quarterly Payment Date (as defined in the
Holdco Deposit Account Agreement); provided that, if such Quarterly Payment Date
occurs on or prior to June 30, 2003, such ratio shall be calculated on the basis
of actual results over the period from and including July 1, 2002, to, but
excluding such Quarterly Payment Date.

         SECTION 8. Preservation of Security Interests; Further Assurances. The
Guarantor shall preserve, or cause to be preserved, the security interests
granted under the Security Documents and undertake all actions which are
necessary or appropriate in the reasonable judgment of the Administrative Agent
to (i) maintain the Secured Parties' security interest in the Collateral in full
force and effect at all times (including the priority thereof) and (ii) preserve
and protect the Collateral and protect and enforce the Guarantor's rights and
title and the rights of the Secured Parties to the Collateral, including the
making or delivery of all filings and recordations, the payments of fees and
other charges and the issuance of supplemental documentation, in each case in
accordance with and subject to the terms of the Security Documents. Upon notice
from the Administrative Agent, take or cause to be taken all action required or,
in the reasonable opinion of the Administrative Agent, which is desirable to
maintain and preserve the Liens of the Security Documents and execute or cause
to be executed any and all further instruments (including financing statements,
continuation statements and similar statements with respect to any of the
Security Documents) requested by the Administrative Agent for such purpose, in
each case in accordance with and subject to the terms of the Security Documents.
Notwithstanding any provision of this Guarantee Agreement or any other Financing
Document, the Guarantor hereto hereby acknowledges and agrees that (i) the
Borrower Entities are in the process of obtaining each of the consents
identified in the Schedule 5.18 to the Credit Agreement, (ii) the Borrower
Entities shall use diligent and commercially reasonable efforts to obtain such
consents, and (iii) no Borrower Entity shall be deemed to be in breach or
violation of any provision of this Agreement or any other Financing Document due
to a failure to obtain any such consent except as a result of the breach of such
Borrower Entity's obligations under Section 5.18(b) of the Credit Agreement.



                                       8
<PAGE>

         SECTION 9. Amendments, Etc. No amendment, modification or waiver of any
provision of this Guarantee Agreement and no consent to any departure by the
Guarantor therefrom shall in any event be effective unless the same shall be in
writing and shall be executed and delivered in accordance with Section 9.02 of
the Credit Agreement, and then such amendment, modification, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

         SECTION 10. Notices, Etc. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement, and shall be given to such party at its address or telecopy
number set forth on the signature pages hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.

         SECTION 11. No Waiver; Remedies. No failure on the part of the
Administrative Agent or any other Secured Party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by the Administrative Agent or any other Secured Party preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder and under the other Financing Documents are cumulative
and are not exclusive of any other remedies provided by law.

         SECTION 12. Right of Set-off. If an Event of Default shall have
occurred and be continuing, each Secured Party is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Secured
Party to or for the credit or the account of the Guarantor against any and all
the obligations of the Guarantor then existing under this Guarantee Agreement
and the other Financing Documents, irrespective of whether or not such Secured
Party shall have made any demand under this Guarantee Agreement or such other
Financing Document and although such obligations may be unmatured. The rights of
each Secured Party under this Section 12 are in addition to other rights and
remedies (including other rights of setoff) which such Secured Party may have.

         SECTION 13. Continuing Guarantee. This Guarantee Agreement is a
continuing guarantee and shall survive and remain in full force and effect until
the Guaranteed Obligations and all other amounts payable under this Guarantee
Agreement have been indefeasibly paid in full in cash, the Commitments have been
terminated, all Letters of Credit have been cancelled or have expired, any DLC
Letter of Credit Disbursements have been reimbursed in full, and shall be
reinstated to the extent provided in Section 2(b).

         SECTION 14. Assignments. This Guarantee Agreement and the terms,
covenants and conditions hereof shall be binding upon the Guarantor and its
successors and shall inure to the benefit of the Administrative Agent, the other
Secured Parties and their respective successors and assigns. Upon the assignment
by any Lender of all or any portion of its rights and obligations in accordance
with the Credit Agreement (including all or any portion of its Commitment, the
Loans owing to it and the Note or Notes held by it) to any other person, such



                                       9
<PAGE>

other person shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise. The Guarantor shall not be
permitted to assign, transfer or delegate any of its rights or obligations under
this Guarantee Agreement without the prior written consent of the Administrative
Agent and each Lender (and any such purported assignment, transfer or delegation
without such consent shall be void).

         SECTION 15. Contribution. Subject to Section 5, Guarantor waives all
right of contribution against the Other Credit Parties for payments made under
this Guarantee Agreement.

         SECTION 16. Counterparts. This Guarantee Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which, when taken together, shall constitute but one instrument. This Guarantee
Agreement shall be effective with respect to the Guarantor when a counterpart
hereof which bears the signature of the Guarantor shall have been delivered to
the Administrative Agent.

         SECTION 17. Savings Clause. In the event any one or more of the
provisions contained in this Guarantee Agreement should be held invalid, illegal
or unenforceable in any respect with respect to the Guarantor, no party hereto
shall be required to comply with such provision with respect to the Guarantor
for so long as such provision is held to be invalid, illegal or unenforceable.
The parties shall endeavor in good-faith negotiations to replace any invalid,
illegal or unenforceable provisions with valid provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         SECTION 18. Governing Law; Submission to Jurisdiction and Venue. (a)
THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT
WOULD APPLY THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS
OF ANOTHER JURISDICTION ARE MANDATORILY APPLICABLE. ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THE GUARANTOR AND EACH SECURED PARTY IN CONNECTION WITH THIS GUARANTEE
AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE
OF NEW YORK.

         (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, THE GUARANTOR AND EACH
SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS GUARANTEE AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND
WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY
BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE GUARANTOR AND
EACH SECURED PARTY ACKNOWLEDGE THAT



                                       10
<PAGE>

ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
NEW YORK, NEW YORK. THE GUARANTOR WAIVES IN ALL DISPUTES ANY OBJECTION THAT IT
MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS.

         (c) THE GUARANTOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT,
TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST THE
GUARANTOR OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD
FAITH TO ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. THE
GUARANTOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN
WHICH ANY SECURED PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

         (d) THE GUARANTOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS GUARANTEE
AGREEMENT AND THE OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN
COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

         (e) THE GUARANTOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED
AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW
YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE GUARANTOR TO
RECEIVE FOR AND ON BEHALF OF THE GUARANTOR SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTEE
AGREEMENT OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE GUARANTOR
AT ITS ADDRESS SET FORTH IN ACCORDANCE WITH SECTION 10. THE GUARANTOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE GUARANTOR AT ITS SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

         (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (ii)
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION, IN EITHER CASE SOLELY AS PERMITTED IN SUBSECTION (c) OF THIS
SECTION 18.



                                       11
<PAGE>

         SECTION 19. Subordination by Guarantor. The Guarantor hereby
subordinates in right of payment all indebtedness of the Borrower or any Other
Credit Party owing to the Guarantor, whether originally contracted with the
Guarantor or acquired by the Guarantor by assignment, transfer or otherwise,
whether now owed or hereafter arising, whether for principal, interest, fees,
expenses or otherwise, together with all renewals, extensions, increases or
rearrangements thereof, to the prior indefeasible payment in full in cash of the
Guaranteed Obligations, whether now owed or hereafter arising, whether for
principal, interest (including interest accruing after the filing of a petition
initiating any proceeding referred to in Section 7.07 of the Credit Agreement),
fees, expenses or otherwise, together with all renewals, extensions, increases
or rearrangements thereof.

         SECTION 20. Intercreditor Agreement. The rights and remedies granted to
the Administrative Agent hereunder and under the Security Documents are subject
to the terms and conditions of the Intercreditor Agreement.

         SECTION 21. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Guarantor herein shall be considered
to have been relied upon by the Administrative Agent and the other Secured
Parties and shall survive the making by the Lenders of the Loans and the
execution and delivery to the Lenders of the Notes evidencing such Loans,
regardless of any investigation made by the Lenders or the Agents or on their
behalf, and shall continue in full force and effect until the Guaranteed
Obligations and any other amounts payable under this Guarantee Agreement or any
other Financing Document have been indefeasibly paid in full in cash and the
Commitments have been terminated, and, upon such occurrence, this Guarantee
Agreement shall terminate, subject to any reinstatement pursuant to Section 2(b)
above.

         SECTION 22. Entire Agreement. This Guarantee Agreement and the other
Financing Documents constitute the entire contract between the parties relative
to the subject matter hereof. Any agreement previously entered into among the
parties with respect to the subject matter hereof is superseded by this
Guarantee Agreement and the other Financing Documents. Nothing in this Guarantee
Agreement, expressed or implied, is intended to confer upon any party, other
than the parties hereto and the other Secured Parties, any rights, remedies,
obligations or liabilities under or by reason of this Guarantee Agreement.

         SECTION 23. Headings. Section headings used herein, and the Table of
Contents, are for convenience of reference only, are not part of this Guarantee
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Guarantee Agreement.




                                       12
<PAGE>

         IN WITNESS WHEREOF, each party hereto has caused this Guarantee
Agreement to be duly executed, attested and delivered by its officers thereunto
duly authorized as of the date first above written.

                                GUARANTOR:

                                ORION POWER CAPITAL, LLC


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

                                Address:   1111 Louisiana Street
                                           Houston, TX 77002
                                           Attn: Senior Vice President - Finance
                                Telephone: (713) 207-3160
                                Telecopy:  (713) 207-0988

                                With a copy to:
                                Address:   1111 Louisiana Street
                                           Houston, TX 77002
                                           Attn: General Counsel
                                Telephone: (713) 207-7265
                                Telecopy:  (713) 393-0140


                                ADMINISTRATIVE AGENT:

                                BANK OF AMERICA, N.A.,
                                as Administrative Agent,


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

                                Address:   101 North Tryon Street
                                           NC1-001-08-19
                                           Charlotte, NC 28255
                                           Attn: Laura S. Ryan
                                Telecopy:  (704) 386-3324




<PAGE>

                                                                     EXHIBIT L-4
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


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


                               GUARANTEE AGREEMENT

                          DATED AS OF OCTOBER 28, 2002

                                      AMONG

                         [ORION POWER MIDWEST LP, INC.]
                         [ORION POWER MIDWEST GP, INC.]

                                       AND

                             BANK OF AMERICA, N.A.,

                             AS ADMINISTRATIVE AGENT


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


<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
Section                                                                                                        Page
-------                                                                                                        ----

<S>               <C>                                                                                         <C>
SECTION 1.        Guarantee.......................................................................................1

SECTION 2.        Guarantee Absolute..............................................................................2

SECTION 3.        Waivers.........................................................................................2

SECTION 4.        Security for Guarantee..........................................................................5

SECTION 5.        Subrogation.....................................................................................5

SECTION 6.        Representations and Warranties..................................................................6

SECTION 7.        [Intentionally Omitted.]........................................................................8

SECTION 8.        Preservation of Security Interests; Further Assurances..........................................8

SECTION 9.        Limitation on Recourse..........................................................................9

SECTION 10.       Amendments, Etc.................................................................................9

SECTION 11.       Notices, Etc....................................................................................9

SECTION 12.       No Waiver; Remedies.............................................................................9

SECTION 13.       Right of Set-off................................................................................9

SECTION 14.       Continuing Guarantee............................................................................9

SECTION 15.       Assignments....................................................................................10

SECTION 16.       Counterparts...................................................................................10

SECTION 17.       Savings Clause.................................................................................10

SECTION 18.       Governing Law; Submission to Jurisdiction and Venue............................................10

SECTION 19.       Subordination by Guarantor.....................................................................12

SECTION 20.       Intercreditor Agreement........................................................................12

SECTION 21.       Survival of Agreement..........................................................................12

SECTION 22.       Entire Agreement...............................................................................12

SECTION 23.       Headings.......................................................................................12
</Table>


                                       i
<PAGE>

         THIS GUARANTEE AGREEMENT (this "Guarantee Agreement") is dated as of
October 28, 2002 between [ORION POWER MIDWEST LP, INC.] [ORION POWER MIDWEST GP,
INC.], a Delaware corporation (the "Guarantor") and BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the "Administrative Agent") for the
benefit of the Secured Parties (as defined in the Credit Agreement referred to
below).

         Reference is made to that certain Second Amended and Restated Credit
Agreement, dated as of October 28, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Orion Power MidWest,
L.P. (the "Borrower"), Banc of America Securities LLC and BNP Paribas, as lead
arrangers (the "Lead Arrangers") and as joint book runners, the financial
institutions from time to time signatories thereto (the "Lenders"), Bank of
America, N.A., as issuing bank, the Administrative Agent, BNP Paribas, as
syndication agent, and The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd, and
Bayerische Hypo-Und Vereinsbank AG, New York Branch, as documentation agents,
pursuant to which the Lenders have agreed to extend credit to the Borrower upon
the terms and subject to the conditions set forth therein. Terms used herein and
not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement and the principles of construction set forth in Section 1.04 of
the Credit Agreement shall apply hereto. As used herein, "Other Credit Parties"
means any and all of the Credit Parties other than the Guarantor.

         The obligations of the Lenders to continue to extend credit under the
Credit Agreement are conditioned on, among other things, the execution and
delivery by the Guarantor of a Guarantee Agreement in the form hereof. As the
direct owner of [99.0] [1.0]% of the Capital Stock of the Borrower, the
Guarantor acknowledges that it will derive substantial benefits from the
extension of credit to the Borrower under the Credit Agreement. As consideration
therefor and in order to induce the Lenders to make Loans and continue to issue
the Letters of Credit, the Guarantor is willing to execute and deliver this
Guarantee Agreement.

         Accordingly, the Guarantor, intending to be legally bound, hereby
agrees with the Administrative Agent, for the ratable benefit of the Secured
Parties, as follows:

         SECTION 1. Guarantee. The Guarantor unconditionally guarantees, as a
primary obligor and not merely as a surety, the due and punctual payment by the
Borrower of (a) the principal of and interest (including interest accruing after
the filing of a petition initiating any proceeding referred to in Section 7.07
of the Credit Agreement) on the Loans and all amounts drawn under all Letters of
Credit, when and as due and payable, whether at maturity, by acceleration, upon
one or more dates set for prepayment or otherwise, (b) each payment required to
be made by the Borrower under any Interest Hedge Contract entered into by the
Borrower with any Lender, and (c) all other Obligations of the Borrower and the
payment obligations of the Other Credit Parties (other than the Sponsor) to the
Secured Parties under the Credit Agreement and the other Financing Documents
(all the foregoing obligations being collectively called the "Guaranteed
Obligations"), and agrees to pay any and all expenses (including reasonable
counsel fees and expenses) incurred in enforcing any rights under this Guarantee
Agreement.






                                       1
<PAGE>

         SECTION 2. Guarantee Absolute. (a) The Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Financing Documents, regardless of any law, regulation or order now or hereafter
in effect in any jurisdiction affecting any of such terms or the rights of the
Secured Parties with respect thereto. The obligations of the Guarantor under
this Guarantee Agreement are independent of the Guaranteed Obligations, and a
separate action or actions may be brought and prosecuted against the Guarantor
to enforce this Guarantee Agreement, irrespective of whether any action is
brought against the Borrower or any Other Credit Party or whether the Borrower
or any Other Credit Party is joined in any such action or actions. This
Guarantee Agreement is an absolute and unconditional guaranty of payment when
due, and not of collection, by the Guarantor of the Guaranteed Obligations in
each and every particular. The obligations of the Guarantor hereunder are
several from those of the Borrower and are primary obligations concerning which
the Guarantor is the principal obligor. The Secured Parties shall not be
required to mitigate damages or take any action to reduce, collect or enforce
the Guaranteed Obligations.

         (b) This Guarantee Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the
Administrative Agent or any other Secured Party upon the insolvency, bankruptcy
or reorganization of the Borrower or otherwise, all as though such payment had
not been made.

         (c) The obligations of the Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
the existence of any claim, set-off or other right which the Guarantor may have
at any time against the Borrower or any Other Credit Party, the Administrative
Agent or other Secured Party or any other corporation or person, whether in
connection herewith or any unrelated transactions; provided, that, nothing
herein shall prevent the assertion of any such claim by separate suit or
counterclaim. Without limiting the generality of the foregoing, the Guarantor's
liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by the Borrower to any Secured Party under the
Financing Documents but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Borrower.

         SECTION 3. Waivers. The Guarantor hereby waives presentment to, demand
of payment from and protest to the Borrower or any Other Credit Party of any of
the Guaranteed Obligations, and also waives promptness, diligence, notice of
acceptance of its guarantee, any other notice with respect to any of the
Guaranteed Obligations and this Guarantee Agreement and any requirement that the
Administrative Agent or any other Secured Party protect, secure, perfect or
insure any Lien or any property subject thereto. The Guarantor further waives
any right to require that resort be had by the Administrative Agent or any other
Secured Party to any security held for payment of the Guaranteed Obligations or
to any balance of any deposit, account or credit on the books of the
Administrative Agent or any other Secured Party in favor of the Borrower or any
other person. The Guarantor hereby consents and agrees to each of the following
to the fullest extent permitted by applicable Requirements of Law, and agrees to
the fullest extent permitted by applicable Requirements of Law that the
Guarantor's obligations under this Guarantee Agreement shall not be released,
diminished, impaired, reduced or adversely affected by any of the following, and
waives any rights (including rights to notice)



                                       2
<PAGE>

which the Guarantor might otherwise have as a result of or in connection with
any of the following:

                  (i) any renewal, extension, modification, increase, decrease,
         alteration or rearrangement of all or any part of the Guaranteed
         Obligations or any instrument executed in connection therewith, or any
         contract or understanding with the Borrower, the Administrative Agent,
         the other Secured Parties, or any of them, or any other person,
         pertaining to the Guaranteed Obligations;

                  (ii) any adjustment, indulgence, forbearance or compromise
         that might be granted or given by the Administrative Agent or any other
         Secured Party to the Borrower or any Other Credit Party or any person
         liable on the Guaranteed Obligations; or the failure of the
         Administrative Agent or any other Secured Party to assert any claim or
         demand or to exercise any right or remedy against the Borrower or any
         Other Credit Party under the provisions of any Financing Document or
         otherwise; or any rescission, waiver, amendment or modification of, or
         any release from any of the terms or provisions of, any Financing
         Document, any guarantee or any other agreement;

                  (iii) the insolvency, bankruptcy arrangement, adjustment,
         composition, liquidation, disability, dissolution or lack of power of
         the Borrower or any Other Credit Party or any other person at any time
         liable for the payment of all or part of the Guaranteed Obligations; or
         any dissolution of the Borrower or any Other Credit Party, or any
         change, restructuring or termination of the corporate structure or
         existence of the Borrower or any Other Credit Party, or any sale, lease
         or transfer of any or all of the assets of the Borrower or any Other
         Credit Party, or any change in the shareholders, partners, or members
         of the Borrower or any Other Credit Party; or any default, failure or
         delay, willful or otherwise, in the performance of the Guaranteed
         Obligations;

                  (iv) the invalidity, illegality or unenforceability of all or
         any part of the Guaranteed Obligations, or any document or agreement
         executed in connection with the Guaranteed Obligations, for any reason
         whatsoever, including the fact that the Guaranteed Obligations, or any
         part thereof, exceed the amount permitted by law, the act of creating
         the Guaranteed Obligations or any part thereof is ultra vires, the
         officers or representatives executing the documents or otherwise
         creating the Guaranteed Obligations acted in excess of their authority,
         the Guaranteed Obligations violate applicable usury laws, the Borrower
         has valid defenses, claims or offsets (whether at law, in equity or by
         agreement) which render the Guaranteed Obligations wholly or partially
         uncollectible from the Borrower, the creation, performance or repayment
         of the Guaranteed Obligations (or the execution, delivery and
         performance of any document or instrument representing part of the
         Guaranteed Obligations or executed in connection with the Guaranteed
         Obligations or given to secure the repayment of the Guaranteed
         Obligations) is illegal, uncollectible, legally impossible or
         unenforceable, or the documents or instruments pertaining to the
         Guaranteed Obligations have been forged or otherwise are irregular or
         not genuine or authentic;

                  (v) any full or partial release of the liability of the
         Borrower on the Guaranteed Obligations or any part thereof, of any
         co-guarantors, or of any other person



                                       3
<PAGE>

         now or hereafter liable, whether directly or indirectly, jointly,
         severally, or jointly and severally, to pay, perform, guarantee or
         assure the payment of the Guaranteed Obligations or any part thereof,
         it being recognized, acknowledged and agreed by the Guarantor that the
         Guarantor may be required to pay the Guaranteed Obligations in full
         without assistance or support of any other person, and the Guarantor
         has not been induced to enter into this Guarantee Agreement on the
         basis of a contemplation, belief, understanding or agreement that any
         parties other than the Borrower will be liable to perform the
         Guaranteed Obligations, or that the Secured Parties will look to other
         parties to perform the Guaranteed Obligations;

                  (vi) the taking or accepting of any other security, collateral
         or guaranty, or other assurance of payment, for all or any part of the
         Guaranteed Obligations;

                  (vii) any release, surrender, exchange, subordination,
         deterioration, waste, loss or impairment (including negligent,
         unreasonable or unjustifiable impairment) of any letter of credit,
         collateral, property or security, at any time existing in connection
         with, or assuring or securing payment of, all or any part of the
         Guaranteed Obligations;

                  (viii) the failure of the Administrative Agent, any other
         Secured Party or any other person to exercise diligence or reasonable
         care in the preservation, protection, enforcement, sale or other
         handling or treatment of all or any part of such collateral, property
         or security;

                  (ix) the fact that any collateral, security, security interest
         or lien contemplated or intended to be given, created or granted as
         security for the repayment of the Guaranteed Obligations shall not be
         properly perfected or created, or shall prove to be unenforceable or
         subordinate to any other security interest or lien, it being recognized
         and agreed by the Guarantor that the Guarantor is not entering into
         this Guarantee Agreement in reliance on, or in contemplation of the
         benefits of, the validity, enforceability, collectibility or value of
         any of the Collateral;

                  (x) any payment by the Borrower to the Administrative Agent or
         any other Secured Party being held to constitute a preference under
         Title 11 of the United States Code or any similar Federal or state law,
         or for any reason the Administrative Agent or any other Secured Party
         being required to refund such payment or pay such amount to the
         Borrower or someone else;

                  (xi) any other action taken or omitted to be taken with
         respect to the Guaranteed Obligations, or the security and collateral
         therefor, whether or not such action or omission prejudices the
         Guarantor or increases the likelihood that the Guarantor will be
         required to pay the Guaranteed Obligations pursuant to the terms
         hereof, it being the unambiguous and unequivocal intention of the
         Guarantor that the Guarantor shall be obligated to pay the Guaranteed
         Obligations when due, notwithstanding any occurrence, circumstance,
         event, action or omission whatsoever, whether or not contemplated, and
         whether or not otherwise or particularly described herein, except for
         the full and indefeasible payment and satisfaction of the Guaranteed
         Obligations in cash;



                                       4
<PAGE>

                  (xii) the fact that all or any of the Guaranteed Obligations
         cease to exist by operation of law, including by way of a discharge,
         limitation or tolling thereof under applicable bankruptcy laws; or

                  (xiii) any other circumstance (including any statute of
         limitations) that might in any manner or to any extent otherwise
         constitute a defense (other than a defense of indefeasible payment and
         performance in full of the Guaranteed Obligations) available to, vary
         the risk of, or operate as a discharge of, the Borrower or the
         Guarantor as a matter of law or equity.

All waivers herein contained shall be without prejudice to the Administrative
Agent at its option to proceed against the Borrower, the Guarantor or any other
person, whether by separate action or by joinder.

         SECTION 4. Security for Guarantee. The Guarantor authorizes the
Administrative Agent, in accordance with the terms and subject to the conditions
set forth in the Credit Agreement and the Security Documents, (a) to take and
hold security for the payment of this Guarantee Agreement and the Guaranteed
Obligations and to exchange, enforce, waive and release any such security, (b)
to apply such security and direct the order or manner of sale thereof as the
Administrative Agent in its reasonable discretion may determine in accordance
with the other Financing Documents and (c) to release or substitute any one or
more endorsees, other guarantors or other obligors. The Administrative Agent
may, at its election, in accordance with the terms and subject to the conditions
set forth in the Credit Agreement and the Security Documents, foreclose on any
security held by it by one or more judicial or nonjudicial sales, or exercise
any other right or remedy available to it against the Borrower, any Other Credit
Party or the Guarantor, or any security, without affecting or impairing in any
way the liability of the Guarantor hereunder, except to the extent the
Guaranteed Obligations have been indefeasibly paid in full in cash.

         SECTION 5. Subrogation. In furtherance of the foregoing and not in
limitation of any other right which the Administrative Agent or any other
Secured Party has at law or in equity against the Guarantor by virtue hereof,
upon the failure of the Borrower or any Other Credit Party to pay any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, the Guarantor hereby
promises to and will, upon receipt of written demand by the Administrative
Agent, forthwith pay, or cause to be paid, to the Administrative Agent for
distribution to the Lenders and the other Secured Parties, if and as
appropriate, in cash the amount of such unpaid Guaranteed Obligation. The
Guarantor shall not exercise any claims or rights which it may now have or
hereafter acquire against the Borrower or any Other Credit Party that arise from
the existence, payment, performance or enforcement of the Guarantor's
obligations under this Guarantee Agreement or any other Financing Documents,
including any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the
Administrative Agent or any other Secured Party against the Borrower, any Other
Credit Party or any Collateral, whether or not such claim, remedy or right
arises in equity or under contract, statute or common law, including the right
to take or receive from the Borrower or any Other Credit Party, directly or
indirectly, in cash or other property or by setoff or any other manner, payment
or security on account of such claim, remedy or right until the later of (a) the



                                       5
<PAGE>

indefeasible cash payment in full of the Guaranteed Obligations and all other
amounts payable under this Guarantee Agreement and (b) the termination of the
Commitments. If any amount shall be paid by the Guarantor at any time prior to
the later of the events set forth in clauses (a) and (b) of the preceding
sentence, such amount shall be held in trust for the benefit of the
Administrative Agent and the other Secured Parties and shall forthwith be paid
to the Administrative Agent to be credited and applied to the Guaranteed
Obligations and all other amounts payable under this Guarantee Agreement,
whether matured or unmatured, in accordance with the terms of the Intercreditor
Agreement and the Financing Documents, or to be held as Collateral for any
Guaranteed Obligations or other amounts payable under this Guarantee Agreement
thereafter arising. The Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by the Financing
Documents and that the waiver set forth in this Section 5 is knowingly made in
contemplation of such benefits.

         SECTION 6. Representations and Warranties. The Guarantor hereby
represents and warrants as follows:

         (a) Existence; Due Qualification; Compliance With Law. The Guarantor
(i) is a corporation duly formed, validly existing and in good standing under
the laws of the State of Delaware, (ii) has all requisite power and authority to
own its property and assets, to borrow money and to transact the business in
which it is presently engaged and in which it proposes to be engaged, (iii) has
duly qualified and is authorized to do business and is in good standing in every
jurisdiction where the character of its properties or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified could not reasonably be expected to have a material adverse effect on
any Portfolio Asset and (iv) is in full compliance with its Governing Documents,
all Contractual Obligations, all applicable material Requirements of Law and all
Governmental Approvals in respect of the conduct of its business and the
ownership of its property, except to the extent that the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect.

         (b) Power; Authority; No Violation; Binding Effect. The execution,
delivery and performance by the Guarantor of this Guarantee Agreement and the
other Transaction Documents to which it is a party and the consummation of the
transactions contemplated hereby and thereby (i) are within its powers, (ii)
have been duly authorized by all necessary corporate action, (iii) do not and
will not contravene (A) its Governing Documents or (B) any material Requirement
of Law, any of its material Contractual Obligation or any material Governmental
Approval binding on or affecting it, and (iv) do not and will not conflict with
or be inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien
(except Permitted Liens) upon any of its properties or assets pursuant to the
terms of any material Contractual Obligation binding on or affecting it.

         (c) Due Execution and Delivery. The Guarantor has duly executed and
delivered this Guarantee Agreement and each other Transaction Document to which
it is a party. This Guarantee Agreement and each other Transaction Document to
which the Guarantor is a party constitutes the legal, valid and binding
obligation of the Guarantor (to the extent it is a party thereto), enforceable
against the Guarantor in accordance with its terms, except as enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization,



                                       6
<PAGE>

moratorium or similar laws affecting creditors' rights generally and (ii)
general principles of equity.

         (d) Governmental Approvals. No Governmental Approval (except such as
have been duly obtained, made or given, and are in full force and effect) is
required to authorize, or is required in connection with (i) the execution,
delivery or performance of this Guarantee Agreement by the Guarantor, and (ii)
the legality, validity, binding effect or enforceability of this Guarantee
Agreement, except in each case where the failure to obtain such Governmental
Approval could not reasonably be expected to have a material adverse effect on
any Portfolio Asset. Except as set forth in Schedule 4.04 to the Credit
Agreement, all applicable waiting periods relating to any such Governmental
Approval or other approval which are required and have been obtained have
expired without any adverse action taken with respect thereto.

         (e) Solvency. As of the Restructuring Effective Date, the Guarantor is
and, after consummation of the transactions contemplated by this Guarantee
Agreement, will be Solvent. As used herein, "Solvent" shall mean, with respect
to any Person as of a particular date, that on such date (i) such Person is able
to realize upon its assets and pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of
business, (ii) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person's ability to pay such debts
and liabilities as they mature in their ordinary course, taking into account the
timing of and amounts of cash to be received by such Person and the timing of
and amounts of cash to be payable on or in respect of debts and liabilities of
such Person, (iii) such Person is not engaged in a business or a transaction,
and is not about to engage in a business or a transaction, for which such
Person's property would constitute unreasonably small capital after giving due
consideration to the industry in which such Person is engaged or is to engage,
(iv) the fair value of the property of such Person is greater than the total
amount of liabilities, including contingent liabilities, of such Person and (v)
the present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts and liabilities as they become absolute and matured. In computing the
amount of contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

         (f) Conditions Precedent. There are no conditions precedent to the
effectiveness of this Guarantee Agreement that have not been satisfied or
waived.

         (g) Independent Analysis. The Guarantor has, independently and without
reliance upon the Administrative Agent or any other Secured Party and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Guarantee Agreement. The Guarantor has
investigated fully the benefits and advantages which will be derived by it from
execution of this Guarantee Agreement, and the Board of Directors of the
Guarantor has decided that a direct or an indirect benefit will accrue to such
Guarantor by reason of the execution of this Guarantee Agreement.

         (h) Intent; Consideration. (i) This Guarantee Agreement is not given
with actual intent to hinder, delay or defraud any Person to which the Guarantor
is or will become, on or



                                       7
<PAGE>

after the date hereof, indebted; (ii) the Guarantor has received at least a
reasonably equivalent value in exchange for the giving of this Guarantee
Agreement; (iii) the Guarantor is not engaged in a business or transaction, nor
is about to engage in a business or transaction, for which any property
remaining with such Guarantor constitutes an unreasonably small amount of
capital; and (iv) the Guarantor does not intend to incur debts that will be
beyond the Guarantor's ability to pay as such debts mature.

         SECTION 7. [Intentionally Omitted.]

[TO BE INSERTED IN LP GUARANTEE]

[Limited Liability Company Conversion. The Guarantor shall convert its form of
organization to a limited liability company on or before December 31, 2002 on
terms reasonably acceptable to the Lead Arrangers, such acceptance not to be
unreasonably withheld, conditional or, in view of the stated deadlines, delayed.
In that regard, the Guarantor shall use commercially reasonable efforts to file
the necessary documentation with the Delaware Secretary of State on or before
December 1, 2002 and the Guarantor shall take actions so that its conversion
into a limited liability company shall become be effective on or before December
31, 2002 under the following conditions: (i) all obligations under the
Transaction Documents of the Guarantor continue in full force and effect with
respect to the Guarantor after the Guarantor is converted into a limited
liability company on the same terms as are applicable to the Guarantor as of the
Restructuring Effective Date, and the existing Liens under the Security
Documents remain in place with the same perfection and priority as is required
by the Financing Documents and (ii) such conversion is effected in a manner
(including, preservation of independent directors), that is in all respects
reasonably satisfactory to the Lead Arrangers (such satisfaction not to be
unreasonably withheld, conditioned, in view of the stated deadline, or delayed),
it being understood and agreed that the Security Documents that are required to
be modified to effect the conversion shall be modified in a manner that is
substantially similar to other Security Documents in effect as of the
Restructuring Effective Date.]

         SECTION 8. Preservation of Security Interests; Further Assurances. The
Guarantor shall preserve, or cause to be preserved, the security interests
granted under the Security Documents and undertake all actions which are
necessary or appropriate in the reasonable judgment of the Administrative Agent
to (i) maintain the Secured Parties' security interest in the Collateral in full
force and effect at all times (including the priority thereof) and (ii) preserve
and protect the Collateral and protect and enforce the Guarantor's rights and
title and the rights of the Secured Parties to the Collateral, including the
making or delivery of all filings and recordations, the payments of fees and
other charges and the issuance of supplemental documentation in each case in
accordance with and subject to the terms of the Security Documents. Upon notice
from the Administrative Agent, take or cause to be taken all action required or,
in the reasonable opinion of the Administrative Agent, which is desirable to
maintain and preserve the Liens of the Security Documents and execute or cause
to be executed any and all further instruments (including financing statements,
continuation statements and similar statements with respect to any of the
Security Documents) requested by the Administrative Agent for such purpose in
each case in accordance with and subject to the terms of the Security Documents.
Notwithstanding any provision of this Guarantee Agreement or any other Financing
Document, the Guarantor hereto hereby acknowledges and agrees that (i) the
Borrower Entities are in the process of



                                       8
<PAGE>

obtaining each of the consents identified in the Schedule 5.18 to the Credit
Agreement as a consent the Borrower is required to obtain, (ii) the Borrower
Entities shall use diligent and commercially reasonable efforts to obtain such
consents, and (iii) no Borrower Entity shall be deemed to be in breach or
violation of any provision of this Agreement or any other Financing Document due
to a failure to obtain any such consent except as a result of the breach of such
Borrower Entity's obligations under Section 5.18(b) of the Credit Agreement.

         SECTION 9. Limitation on Recourse. This Guarantee Agreement and the
Administrative Agent's recourse hereunder is limited solely to the Guarantor's
equity interest in the Borrower and Twelvepole.

         SECTION 10. Amendments, Etc. No amendment, modification or waiver of
any provision of this Guarantee Agreement and no consent to any departure by the
Guarantor therefrom shall in any event be effective unless the same shall be in
writing and shall be executed and delivered in accordance with Section 9.02 of
the Credit Agreement, and then such amendment, modification, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

         SECTION 11. Notices, Etc. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement, and shall be given to such party at its address or telecopy
number set forth on the signature pages hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.

         SECTION 12. No Waiver; Remedies. No failure on the part of the
Administrative Agent or any other Secured Party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by the Administrative Agent or any other Secured Party preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder and under the other Financing Documents are cumulative
and are not exclusive of any other remedies provided by law.

         SECTION 13. Right of Set-off. If an Event of Default shall have
occurred and be continuing, each Secured Party is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Secured
Party to or for the credit or the account of the Guarantor against any and all
the obligations of the Guarantor then existing under this Guarantee Agreement
and the other Financing Documents, irrespective of whether or not such Secured
Party shall have made any demand under this Guarantee Agreement or such other
Financing Document and although such obligations may be unmatured. The rights of
each Secured Party under this Section 13 are in addition to other rights and
remedies (including other rights of setoff) which such Secured Party may have.

         SECTION 14. Continuing Guarantee. This Guarantee Agreement is a
continuing guarantee and shall survive and remain in full force and effect until
the Guaranteed Obligations and all other amounts payable under this Guarantee
Agreement have been indefeasibly paid in



                                       9
<PAGE>

full in cash, the Commitments have been terminated, all Letters of Credit have
been cancelled or have expired, any DLC Letter of Credit Disbursements have been
reimbursed in full, and shall be reinstated to the extent provided in Section
2(b).

         SECTION 15. Assignments. This Guarantee Agreement and the terms,
covenants and conditions hereof shall be binding upon the Guarantor and its
successors and shall inure to the benefit of the Administrative Agent, the other
Secured Parties and their respective successors and assigns. Upon the assignment
by any Lender of all or any portion of its rights and obligations in accordance
with the Credit Agreement (including all or any portion of its Commitment, the
Loans owing to it and the Note or Notes held by it) to any other person, such
other person shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise. The Guarantor shall not be
permitted to assign, transfer or delegate any of its rights or obligations under
this Guarantee Agreement without the prior written consent of the Administrative
Agent and each Lender (and any such purported assignment, transfer or delegation
without such consent shall be void).

         SECTION 16. Counterparts. This Guarantee Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which, when taken together, shall constitute but one instrument. This Guarantee
Agreement shall be effective with respect to the Guarantor when a counterpart
hereof which bears the signature of the Guarantor shall have been delivered to
the Administrative Agent.

         SECTION 17. Savings Clause. In the event any one or more of the
provisions contained in this Guarantee Agreement should be held invalid, illegal
or unenforceable in any respect with respect to the Guarantor, no party hereto
shall be required to comply with such provision with respect to the Guarantor
for so long as such provision is held to be invalid, illegal or unenforceable.
The parties shall endeavor in good-faith negotiations to replace any invalid,
illegal or unenforceable provisions with valid provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         SECTION 18. Governing Law; Submission to Jurisdiction and Venue. (a)
THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT
WOULD APPLY THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS
OF ANOTHER JURISDICTION ARE MANDATORILY APPLICABLE. ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THE GUARANTOR AND EACH SECURED PARTY IN CONNECTION WITH THIS GUARANTEE
AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE
OF NEW YORK.



                                       10
<PAGE>

         (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, THE GUARANTOR AND EACH
SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS GUARANTEE AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND
WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY
BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE GUARANTOR AND
EACH SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. THE GUARANTOR WAIVES IN
ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS.

         (c) THE GUARANTOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE RIGHT,
TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED AGAINST THE
GUARANTOR OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD
FAITH TO ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED PARTY. THE
GUARANTOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN
WHICH ANY SECURED PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS.

         (d) THE GUARANTOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS GUARANTEE
AGREEMENT AND THE OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN
COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

         (e) THE GUARANTOR HEREBY IRREVOCABLY DESIGNATES NATIONAL REGISTERED
AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW
YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE GUARANTOR TO
RECEIVE FOR AND ON BEHALF OF THE GUARANTOR SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTEE
AGREEMENT OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE GUARANTOR
AT ITS ADDRESS SET FORTH IN ACCORDANCE WITH SECTION 11. THE GUARANTOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE



                                       11
<PAGE>

GUARANTOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE DATE OF
RECEIPT THEREOF.

         (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (ii)
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY, IN EITHER CASE
SOLELY AS PERMITTED IN SUBSECTION (c) OF THIS SECTION 18.

         SECTION 19. Subordination by Guarantor. The Guarantor hereby
subordinates in right of payment all indebtedness of the Borrower or any Other
Credit Party owing to the Guarantor, whether originally contracted with the
Guarantor or acquired by the Guarantor by assignment, transfer or otherwise,
whether now owed or hereafter arising, whether for principal, interest, fees,
expenses or otherwise, together with all renewals, extensions, increases or
rearrangements thereof, to the prior indefeasible payment in full in cash of the
Guaranteed Obligations, whether now owed or hereafter arising, whether for
principal, interest (including interest accruing after the filing of a petition
initiating any proceeding referred to in Section 7.07 of the Credit Agreement),
fees, expenses or otherwise, together with all renewals, extensions, increases
or rearrangements thereof.

         SECTION 20. Intercreditor Agreement. The rights and remedies granted to
the Administrative Agent hereunder and under the Security Documents are subject
to the terms and conditions of the Intercreditor Agreement.

         SECTION 21. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Guarantor herein shall be considered
to have been relied upon by the Administrative Agent and the other Secured
Parties and shall survive the making by the Lenders of the Loans and the
execution and delivery to the Lenders of the Notes evidencing such Loans,
regardless of any investigation made by the Lenders or the Agents or on their
behalf, and shall continue in full force and effect until the Guaranteed
Obligations and any other amounts payable under this Guarantee Agreement or any
other Financing Document have been indefeasibly paid in full in cash and the
Commitments have been terminated, and, upon such occurrence, this Guarantee
Agreement shall terminate, subject to any reinstatement pursuant to Section 2(b)
above.

         SECTION 22. Entire Agreement. This Guarantee Agreement and the other
Financing Documents constitute the entire contract between the parties relative
to the subject matter hereof. Any agreement previously entered into among the
parties with respect to the subject matter hereof is superseded by this
Guarantee Agreement and the other Financing Documents. Nothing in this Guarantee
Agreement, expressed or implied, is intended to confer upon any party, other
than the parties hereto and the other Secured Parties, any rights, remedies,
obligations or liabilities under or by reason of this Guarantee Agreement.

         SECTION 23. Headings. Section headings used herein, and the Table of
Contents, are for convenience of reference only, are not part of this Guarantee
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Guarantee Agreement.




                                       12
<PAGE>

         IN WITNESS WHEREOF, each party hereto has caused this Guarantee
Agreement to be duly executed, attested and delivered by its officers thereunto
duly authorized as of the date first above written.

                                GUARANTOR:

                                [ORION POWER MIDWEST LP, INC.]
                                [ORION POWER MIDWEST GP, INC.]


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

                                Address:   1111 Louisiana Street
                                           Houston, TX 77002
                                           Attn: Senior Vice President - Finance
                                Telephone: (713) 207-3160
                                Telecopy:  (713) 207-0988

                                With a copy to:
                                Address:   1111 Louisiana Street
                                           Houston, TX 77002
                                           Attn: General Counsel
                                Telephone: (713) 207-7265
                                Telecopy:  (713) 393-0140


                                ADMINISTRATIVE AGENT:

                                BANK OF AMERICA, N.A.,
                                as Administrative Agent,


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

                                Address:   101 North Tryon Street
                                           NC1-001-08-19
                                           Charlotte, NC 28255
                                           Attn: Laura S. Ryan

                                Telecopy:  (704) 386-3324


<PAGE>
                                                                       EXHIBIT T
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                      [LETTERHEAD OF BANK OF AMERICA, N.A.]

                      IRREVOCABLE STANDBY LETTER OF CREDIT

                                      Date:

Number:
Amount:                    U.S. $10,000,000
Account Party:             Orion Power MidWest, L.P.
                           2000 Cliff Mine Road, Suite 200
                           Pittsburgh, PA 15275

Beneficiary:               Duquesne Light Company
                           Cherrington Corporate Center
                           400 Fairway Drive, Suite 300
                           Moon Township, PA  15108


                  We hereby establish our Irrevocable Standby Letter of Credit
No. ____ in favor of the addressee hereof (the "Beneficiary") for the account of
Orion Power MidWest, L.P. (the "Borrower") for an amount not exceeding a total
of U.S. $10,000,000 (Ten Million U.S. Dollars) (such amount, as reduced or
reinstated from time to time in accordance with the provisions hereof, the
"Stated Amount"). This Letter of Credit is issued in connection with the POLR
Agreement, dated as of September 24, 1999, between Orion Power Holdings, Inc.
and Duquesne Light Company (the "POLR I Agreement"), the POLR II Agreement,
dated as of April 16, 2000 between Orion Power MidWest, L.P. and Duquesne Light
Company (the "POLR II Agreement" and, collectively with the POLR Agreement, the
"POLR Agreements") and the Credit Agreement, dated as of April 28, 2000 the
("Credit Agreement"), among the Borrower, Banc of America Securities LLC and
Goldman Sachs Credit Partners L.P., as co-lead arrangers (the "Co-Lead
Arrangers"), Paribas and Deutsche Bank Securities Inc, as arrangers (together
with the Co-Lead Arrangers, the "Arrangers"), Bank of America, N.A., as
administrative agent for the Lenders (in such capacity, together with any
successors and assigns, the "Administrative Agent"), Bank of America, N.A., as
issuer of this Letter of Credit (the "Issuing Bank"), Goldman Sachs Credit
Partners L.P., Paribas and Deutsche Bank AG New York Branch, as syndication
agents (collectively, the "Syndication Agents"), Banc of America Securities LLC
and Goldman Sachs Credit Partners L.P., as joint book runners (the "Joint Book
Runners"), Paribas and Deutsche Bank AG New York Branch, as documentation agents
(collectively, the "Documentation Agents"), and the Lenders named on the
signature pages thereto and from time to time parties thereto (the "Lenders")
pursuant to which the Lenders have agreed, inter alia, to make available credit
facilities to the Borrower to finance a portion of the purchase price of the






<PAGE>

Portfolio Assets (as defined in the Credit Agreement) and to provide revolving
credit availability to the Borrower.

Funds under this Letter of Credit are available to you upon our receipt of a
certificate in the form of Exhibit A attached hereto (the "Demand Certificate"),
purportedly signed by your duly authorized officer and appropriately completed,
if such Demand Certificate is presented as hereinafter specified on or before
the Letter of Credit Expiration Date (as hereinafter defined).

Drawing Procedures: One Demand Certificate shall be presented for each drawing
hereunder. Each Demand Certificate shall be dated the date of presentation and
shall be presented to Bank of America, N.A., located at 333 S. Beaudry Avenue,
19th Floor, Mail Code: CA9-703-19-23, Los Angeles, CA 90017 or such other
address as we may designate in writing. If your Demand Certificate is presented
by 12:00 noon (New York City time), by facsimile to (213) 345-6694 on any day on
which we open for business (a "Business Day"), in strict conformity with the
terms and conditions of this Letter of Credit, we will honor the same by making
payment, in accordance with your payment instructions, by 3:00 p.m. (New York
City time) the same Business Day, otherwise we will honor your Demand
Certificate by making payment, in accordance with your payment instructions, by
1:00 p.m. (New York City time) the following Business Day.

Partial drawings are allowed.

The amount available to be drawn under this Letter of Credit shall be
automatically reduced by the amount of any drawing hereunder.

Letter of Credit Expiration Date. This Letter of Credit is effective on April
28, 2000 and is valid until 5:00 p.m., New York City time, on April 28, 2001
(the "Letter of Credit Expiration Date"). This Letter of Credit shall
automatically be extended for a period of one year from the Letter of Credit
Expiration Date and shall thereafter automatically be extended for an additional
one-year period on each expiration date thereafter; provided, that, this Letter
of Credit shall terminate on the earliest to occur of (a) the date that is five
(5) Business Days after the delivery by Bank of America, N.A., as Administrative
Agent, to you, with a copy to us, of a notice of termination of this Letter of
Credit no later than October 18, 2002 or such earlier date as may be required
pursuant to the terms of the Credit Agreement, (b) a drawing under this Letter
of Credit by the Beneficiary equal to the then applicable Stated Amount, (c) the
date that is five (5) Business Days after the delivery by us of a notice of
termination of this Letter of Credit to you no later than thirty (30) days prior
to the then current expiration date (the "Current Letter of Credit Expiration
Date"), (d) the date that is five (5) Business Days after the delivery by Bank
of America, N.A., as Administrative Agent, to you, with a copy to us, of a
notice of termination of the Revolving Loan Commitments in accordance with the
terms of the Credit Agreement. Notwithstanding the foregoing, in no event shall
this Letter of Credit be extended beyond October 23, 2002. Upon expiration or
termination of this Letter of Credit, our obligations hereunder shall be fully
discharged and we shall thereafter have no obligation to make further payments
under this Letter of Credit. By paying to you the full amount demanded in
accordance therewith, we make no representation as to the correctness of the
amount demanded.



<PAGE>

Transfer. The Beneficiary may not transfer, in whole or in part, any of its
rights under this Letter of Credit without the prior written consent of each of
Bank of America, N.A. and the Borrower. Upon approval by each of Bank of
America, N.A. and the Borrower, the Beneficiary shall effect such transfer of
its rights under this Letter of Credit by the delivery to us of this Letter of
Credit accompanied by a Notice of Transfer in the form attached as Exhibit B.
Upon receipt thereof and surrender of this Letter of Credit to us, we shall
endorse the letter of credit to the transferee or at the request of the
transferee issue a replacement Letter of Credit on the same terms as this Letter
of Credit but with a revised Exhibit A to the Letter of Credit showing the name
of the transferee instead of the name of the Beneficiary.

Full Agreement. This Letter of Credit sets forth in full our undertaking and
such undertaking shall not in any way be modified, amended, amplified, or
limited by reference to any document, instrument, or agreement referred to
herein, except only the Demand Certificates and drafts referred to herein; and
any such reference shall not be deemed to incorporate herein by reference any
document, instrument, or agreement except for such Demand Certificates and
drafts.

Governing Law. This Letter of Credit shall be governed by the Uniform Customs
and Practice for Documentary Credits, 1993 Revision, International Chamber of
Commerce Publication No. 500, and, as to matters not covered therein, be
governed by the laws of the State of New York, including without limitation the
Uniform Commercial Code as in effect in such State.

All documents presented to us in connection with any demand for payment
hereunder, as well as all notices and other communications to us in respect of
this Letter of Credit shall be in writing and addressed and presented to us at
our office at 333 S. Beaudry Ave., 19th Floor, Mail Code: CA9-703-19-23, Los
Angeles, CA 90017, Attention: Standby Letter of Credit Department, and shall
make specific reference to this Letter of Credit by number. Such documents,
notices and other communications shall be personally delivered to us, or may be
sent to us by telecopier (telecopier number 213-345-6694), promptly confirmed by
a written document, notice or other communication, as the case may be, delivered
to us, to the telecopier number set forth above, or to such other numbers as we
may specify from time to time in writing to you.


                                Very truly yours,


                                BANK OF AMERICA, N.A.




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



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


<PAGE>


                                                                    Exhibit A to
                                                       Letter of Credit No._____

                               DEMAND CERTIFICATE

Bank of America, N.A.
333 S. Beaudry Avenue, 19th Floor
Mail Code: CA9-703-19-23
Los Angeles, CA  90017
Attention: Standby Letter of Credit Department

                  I am a duly authorized officer of Duquesne Light Company (the
"Beneficiary"). Demand is hereby made for payment in the amount of U.S.
$_________, under the Bank of America, N.A. Irrevocable Standby Letter of Credit
Number _________ dated ____________ (the "Letter of Credit"), issued for the
account of Orion Power MidWest, L.P., a Delaware limited partnership (the
"Borrower"). In connection with such demand, I hereby certify as follows on
behalf of the Beneficiary:

                  The Beneficiary is making a drawing under the Letter of Credit
(all capitalized terms used herein and not otherwise defined herein shall have
the meanings attributed to them in the applicable POLR Agreement (as defined in
the Letter of Credit)) because the POLR Supplier has (i) fully or partially
failed to satisfy its payment obligations under Section 7.6 of the applicable
POLR Agreement or (ii) an Event of Default for which the Beneficiary is not
responsible exists and the Beneficiary will apply proceeds from this drawing
under this Letter of Credit to cure a monetary Event of Default.

                  The Beneficiary certifies that such amount is now due and
payable to the Beneficiary pursuant to Section [7.6] [9.3] of the applicable
POLR Agreement and such drawing amount does not exceed the stated amount of the
letter of credit required to be provided by the Borrower pursuant to Section 3.3
or Section 3.5 of the applicable POLR Agreement and Section 3.6 of the POLR II
Agreement.

                  If this Demand Certificate is presented to you by 12:00 noon
on a Business Day (as defined in the Letter of Credit) then by 3:00 p.m. on the
same Business Day, or if this Demand Certificate is presented later than 12:00
noon, then by 1:00 p.m. the following Business Day, please transfer the amount
specified above to [insert wire instructions for account of the Beneficiary,
Account No. _______, Attention: _________].

                  IN WITNESS WHEREOF, the Beneficiary has executed and delivered
this Certificate as of the ______ day of __________.


                                    DUQUESNE LIGHT COMPANY


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



<PAGE>



                                                                    Exhibit B to
                                                     Letter of Credit No. ______




Bank of America, N.A.
333 S. Beaudry Avenue, 19th floor
Mail Code: CA9-703-19-23
Los Angeles, CA  90017
Attention: Standby Letter of Credit Department


                               NOTICE OF TRANSFER

Re:      Irrevocable Standby Letter of Credit No. _______

The undersigned, a duly authorized officer of Duquesne Light Company (the
"Beneficiary") hereby advises you that all rights of the undersigned Beneficiary
to draw under the Irrevocable Standby Letter of Credit referred to above (the
"Letter of Credit") have been and are hereby irrevocably transferred to:

                           -----------------------------------
                           (Name of transferee)

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

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

                           -----------------------------------
                           (Address of transferee)

By this transfer, all rights of the Beneficiary in the Letter of Credit are
transferred to the Transferee and said Transferee shall hereafter have all and
exclusively the sole rights as beneficiary of the Letter of Credit, including
(without limitation) the right to draw funds under the Letter of Credit in
accordance with its terms.

The new beneficiary shall have sole rights as beneficiary, whether existing now
or in the future, including sole rights to agree to any amendments, including
increases or extension or other changes. All amendments will be sent directly to
the new beneficiary without the necessity of consent by or notice to us.

As provided under the terms of the Letter of Credit, please endorse the letter
of credit to the transferee or at the transferee's request issue a replacement
Irrevocable Standby Letter of Credit in the name of the Transferee, addressed to
the Transferee at the address set forth above, in an amount equal to the
outstanding amount of the Letter of Credit on the date of this notice, and



<PAGE>

otherwise on the same terms as the original Letter of Credit but with a revised
Exhibit A to the Letter of Credit showing the name of the Transferee instead of
the name of Beneficiary.

Accompanying this Notice of Transfer is the original Letter of Credit, and
amendments, if any.


                                   Sincerely,


                                   DUQUESNE LIGHT COMPANY




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











<PAGE>
                                                                     EXHIBIT L-5
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

                INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

                  THIS INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT (this
"Agreement"), dated as of October 28, 2002, among ORION POWER MIDWEST, L.P., a
Delaware limited partnership (the "Borrower"), ORION POWER NEW YORK GP, INC., a
Delaware corporation ("NYGP"), ORION POWER NEW YORK LP, INC., a Delaware
corporation ("NYLP"), ORION POWER NEW YORK, L.P., a Delaware limited partnership
("OPNY"), ASTORIA GENERATING COMPANY, L.P., a Delaware limited partnership
("Astoria"), ERIE BOULEVARD HYDROPOWER, L.P., a Delaware limited partnership
("Erie"), CARR STREET GENERATING STATION, L.P., a Delaware limited partnership
("Carr Street") (each of Astoria, Erie and Carr Street being referred to herein
individually as an "Operating Company," and collectively as the "Operating
Companies"; and each of Astoria, Erie, Carr Street, NYGP, NYLP and OPNY being
referred to herein individually as a "Guarantor," and collectively, as the
"Guarantors") and BANK OF AMERICA, N.A., as Administrative Agent (in such
capacity, the "Administrative Agent") for the benefit of the Secured Parties (as
defined in the Credit Agreement referred to below).

                  Reference is made to (a) the Second Amended and Restated
Credit Agreement, dated as of the Restatement Effective Date (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement";
capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement and the rules of construction
set forth in Section 1.04 of the Credit Agreement shall apply hereto), among the
Borrower, Banc of America Securities LLC and BNP Paribas, as lead arrangers and
joint book runners, the financial institutions from time to time signatories
thereto (the "Lenders"), Bank of America, N.A., as issuing lender and
administrative agent, BNP Paribas, as syndication agent, and The Bank of Nova
Scotia, Mizuho Corporate Bank, Ltd and Bayerische Hypo-Und Vereingbank AG, New
York Branch, as documentation agents, (b) the Guarantee Agreement dated as of
Restatement Effective Date, among the Guarantors and the Administrative Agent
(the "OPNY Guarantee Agreement"), and (c) the Amended and Restated Credit
Agreement dated as of Restatement Effective Date (as amended, supplemented or
otherwise modified from time to time, the "OPNY Restated Credit Agreement"),
among OPNY, Banc of America Securities LLC and BNP Paribas, as lead arrangers
and joint book runners, the financial institutions from time to time signatories
thereto, as lenders, Bank of America, N.A., as issuing lender and administrative
agent, BNP Paribas, as syndication agent, and Union Bank of California, N.A.,
CoBank, ACB and Deutsche Bank AG, New York and/or Cayman Island Branch, as
documentation agents.

                  The Lenders have agreed to extend credit to the Borrower
pursuant to, and upon the terms and subject to the conditions set forth in, the
Credit Agreement. The Guarantors have guaranteed the Loans of the Borrower and
the other Guaranteed Obligations (as defined in the OPNY Guarantee Agreement)
under the Credit Agreement pursuant to the OPNY Guarantee Agreement and have
granted Liens on and security interests in their assets to secure such
guarantees pursuant to the OPNY


<PAGE>

Second Lien Borrower Security Agreement and the OPNY Second Lien Subsidiary
Security Agreements. The obligations of the Lenders to extend credit under the
Credit Agreement are conditioned on, among other things, the execution and
delivery by the Borrower and the Guarantors of an agreement in the form hereof.

                  Accordingly, the Borrower, each Guarantor and the
Administrative Agent agree as follows:

      SECTION 1. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but
subject to Section 3), the Borrower agrees that (a) in the event a payment shall
be made by any Guarantor under the OPNY Guarantee Agreement, the Borrower shall
indemnify such Guarantor for the full amount of such payment and such Guarantor
shall be subrogated to the rights of the person to whom such payment shall have
been made to the extent of such payment, and (b) in the event any assets of any
Guarantor shall be sold pursuant to any Security Document to satisfy a claim of
any Secured Party, the Borrower shall indemnify such Guarantor in an amount
equal to the greater of the book value or the fair market value of the assets so
sold.

      SECTION 2. Contribution and Subrogation. (a) Operating Companies. Each
Operating Company (a "Contributing Operating Company") agrees (subject to
Section 3) that, in the event a payment shall be made by any other Operating
Company under the OPNY Guarantee Agreement or assets of any other Operating
Company shall be sold pursuant to any Collateral Document to satisfy a claim of
any Secured Party and such other Operating Company (the "Claiming Operating
Company") shall not have been fully indemnified by the Borrower as provided in
Section 1, the Contributing Operating Company shall indemnify the Claiming
Operating Company in an amount equal to the amount of such payment or the
greater of the book value or the fair market value of such assets, as the case
may be, in each case multiplied by a fraction of which the numerator shall be
the Adjusted Net Assets (as defined below) of the Contributing Operating Company
on the date that such obligation(s) supporting such claim were incurred under
the OPNY Guarantee Agreement and the denominator shall be the aggregate net
worth of all the Operating Companies on such date. Any Contributing Operating
Company making any payment to a Claiming Operating Company pursuant to this
Section 2(a) shall be subrogated to the rights of such Claiming Operating
Company under Section 1 to the extent of such payment.

         (b) OPNY. Each Operating Company agrees (subject to Section 3) that, in
the event a payment shall be made by OPNY under the OPNY Guarantee Agreement or
assets of OPNY shall be sold pursuant to any Collateral Document to satisfy a
claim of any Secured Party and OPNY shall not have been fully indemnified by the
Borrower as provided in Section 1, each Operating Company shall indemnify OPNY
in an amount equal to the amount of such payment or the greater of the book
value or the fair market value of such assets, as the case may be, in each case
multiplied by a fraction of which the numerator shall be the Adjusted Net Assets
of such Operating Company on the date that such obligation(s) supporting such
claim were incurred under the OPNY Guarantee Agreement and the denominator shall
be the aggregate Adjusted Net Assets of all Operating Companies on such date.
Any Operating Company making any payment to OPNY made pursuant to this Section
2(b) shall be subrogated to the rights of OPNY under Section 1 to the extent of
such payment.




                                       2
<PAGE>
      (c) Acknowledgement. The Guarantors acknowledge and agree that no
Guarantor shall have any right of contribution against Twelvepole with respect
to payments under the Guarantee Agreement or any other Financing Document.

      (d) "Adjusted Net Assets" means, for each Guarantor on any date, the
lesser of (i) the amount by which the fair value of the property of such
Guarantor exceeds the total amount of liabilities, including contingent
liabilities, but excluding liabilities under the OPNY Guarantee Agreement, of
such Guarantor on such date and (ii) the amount by which the present fair
salable value of the assets of such Guarantor on such date exceeds the amount
that will be required to pay the probable liability of such Guarantor on its
debts, excluding debt in respect of the OPNY Guarantee Agreement, as they become
absolute and matured.

      SECTION 3. Subordination. Notwithstanding any provision of this Agreement
to the contrary, all rights of the Guarantors under Sections 1 and 2 and all
other rights of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in
cash of the Guaranteed Obligations and all other amounts payable under the OPNY
Guarantee Agreement. No failure on the part of the Borrower or any Guarantor to
make the payments required by Sections 1 and 2 (or any other payments required
under applicable law or otherwise) shall in any respect limit the obligations
and liabilities of any Guarantor with respect to its obligations hereunder, and
each Guarantor shall remain liable for the full amount of the obligations of
such Guarantor hereunder.

      SECTION 4. Continuing Agreement; Reinstatement; Release. (a) This
Agreement is a continuing agreement and shall survive and remain in full force
and effect until the Guaranteed Obligations and all other amounts payable under
this Agreement have been indefeasibly paid in full in cash, the Commitments have
been terminated and all Letters of Credit have been cancelled or have expired
and all DLC Letters of Credit Disbursements have been reimbursed in full.

         (b) This Agreement shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the Guaranteed Obligations
is rescinded or must otherwise be returned by the Administrative Agent or any
other Secured Party upon the insolvency, bankruptcy or reorganization of the
Borrower, any Guarantor or otherwise, all as though such payment had not been
made.

      SECTION 5. Amendments, Etc. No amendment, modification or waiver of any
provision of this Agreement shall in any event be effective unless the same
shall be in writing and shall be executed and delivered in accordance with
Section 9.02 of the Credit Agreement, with respect to the Guarantors, and then
such amendment, modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

      SECTION 6. Notices, Etc. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement and shall be given to such party at its address or telecopy
number set forth on the signature pages hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.



                                       3
<PAGE>

      SECTION 7. No Waiver; Remedies. No failure on the part of the
Administrative Agent or any other Secured Party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by the Administrative Agent or any other Secured Party preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder and under the other Financing Documents are cumulative
and are not exclusive of any other remedies provided by law.

      SECTION 8. Assignments. This Agreement and the terms, covenants and
conditions hereof shall be binding upon the Borrower and each Guarantor and its
successors and shall inure to the benefit of the Administrative Agent, the other
Secured Parties and their respective successors and assigns. Upon the assignment
by any Lender of all or any portion of its rights and obligations under the
Credit Agreement (including all or any portion of its Commitment, the Loans
owing to it and the Note or Notes held by it) to any other Person, such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to such Lender herein or otherwise. None of the Borrower or the
Guarantors shall be permitted to assign, transfer or delegate any of its rights
or obligations under this Agreement without the prior written consent of the
Administrative Agent and each Lender (and any such purported assignment,
transfer or delegation without such consent shall be void).

      SECTION 9. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument

      SECTION 10. Savings Clause. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect with respect to any party hereto, no party hereto shall be required
to comply with such provision with respect to such party for so long as such
provision is held to be invalid, illegal or unenforceable, and the validity,
legality and enforceability of the remaining provisions contained herein, and of
such invalid, illegal or unenforceable provision with respect to any other
party, shall not in any way be affected or impaired. The parties shall endeavor
in good-faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid provisions, the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

      SECTION 11. Governing Law; Submission to Jurisdiction and Venue. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE. ANY DISPUTE ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN EACH
GUARANTOR AND EACH SECURED PARTY IN CONNECTION WITH THIS AGREEMENT AND THE OTHER
FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE
CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.



                                       4
<PAGE>

         (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, THE BORROWER, EACH
GUARANTOR AND EACH SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE OTHER
FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN NEW
YORK, NEW YORK, BUT THE BORROWER, EACH GUARANTOR AND EACH SECURED PARTY
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF NEW YORK, NEW YORK. THE BORROWER AND EACH GUARANTOR WAIVE IN
ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS.

         (c) THE BORROWER AND EACH GUARANTOR AGREE THAT ANY SECURED PARTY SHALL
HAVE THE RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO
PROCEED AGAINST THE BORROWER OR SUCH GUARANTOR OR ITS PROPERTY IN A COURT IN ANY
LOCATION REASONABLY SELECTED IN GOOD FAITH TO ENABLE ANY SECURED PARTY TO
REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED
IN FAVOR OF ANY SECURED PARTY. THE BORROWER AND EACH GUARANTOR WAIVE ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY SECURED
PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS.

         (d) THE BORROWER, EACH GUARANTOR AND THE SECURED PARTIES EACH WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN
COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

         (e) THE BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES
NATIONAL REGISTERED AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS,
SUITE 501, NEW YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE
BORROWER AND EACH GUARANTOR, AS APPLICABLE, TO RECEIVE FOR AND ON BEHALF OF THE
BORROWER OR SUCH GUARANTOR SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS
IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED
ON SUCH AGENT WILL BE PROMPTLY




                                       5
<PAGE>

FORWARDED BY MAIL TO THE BORROWER OR SUCH GUARANTOR AT ITS ADDRESS SET FORTH IN
ACCORDANCE WITH SECTION 6. THE BORROWER AND EACH GUARANTOR FURTHER IRREVOCABLY
CONSENT TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AND SUCH GUARANTOR AT ITS SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

         (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW (ii) OR
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY OTHER
JURISDICTION, IN EITHER CASE, SOLELY AS PERMITTED IN SUBSECTION (c) OF THIS
SECTION 11.

     SECTION 12. Entire Agreement. This Agreement and the other Financing
Documents constitute the entire contract between the parties relative to the
subject matter hereof. Any agreement previously entered into among the parties
with respect to the subject matter hereof is superseded by this Agreement and
the other Financing Documents. Nothing in this Agreement, expressed or implied,
is intended to confer upon any party, other than the parties hereto and the
other Secured Parties, any rights, remedies, obligations or liabilities under or
by reason of this Agreement.

     SECTION 13. Headings. Section headings used herein are for convenience
of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.


                           [Signature Page to Follow]



                                       6
<PAGE>
         IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed, attested and delivered by its officers thereunto duly authorized
as of the date first above written.


BORROWER:                       ORION POWER MIDWEST, L.P.,
                                a Delaware limited partnership

                                By:  Orion Power MidWest GP, Inc., its general
                                     partner


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

                                Address:  1111 Louisiana Street
                                          Houston, TX  77002
                                          Attn.:  Senior Vice President-Finance
                                          Ph.: (713) 207-3160
                                          Fax: (713) 207-0988

                                With a copy to:
                                          1111 Louisiana Street
                                          Houston, TX  77002
                                          Attn.:  General Counsel
                                          Ph.: (713) 207-7265
                                          Fax.: (713) 393-0140




<PAGE>


GUARANTORS:                     ORION POWER NEW YORK GP, INC.


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




                                 Address:  1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  Senior Vice President-Finance
                                           Ph.: (713) 207-3160
                                           Fax: (713) 207-0988

                                 With a copy to:
                                 1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  General Counsel
                                           Ph.: (713) 207-7265
                                           Fax.: (713) 393-0140


                                 ORION POWER NEW YORK LP, INC.,


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


                                 Address:  1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  Senior Vice President-Finance
                                           Ph.: (713) 207-3160
                                           Fax: (713) 207-0988

                                 With a copy to:
                                           1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  General Counsel
                                           Ph.: (713) 207-7265
                                           Fax.: (713) 393-0140


<PAGE>


                                 ORION POWER NEW YORK, L.P.,
                                 a Delaware limited partnership

                                 By:  Orion Power New York GP, Inc., its general
                                      partner

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


                                 Address:  1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.: Senior Vice President-Finance
                                           Ph.: (713) 207-3160
                                           Fax: (713) 207-0988

                                 With a copy to:
                                           1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  General Counsel
                                           Ph.: (713) 207-7265
                                           Fax.: (713) 393-0140


                                 ASTORIA GENERATING COMPANY, L.P.,
                                 By:  Orion Power New York GP, Inc., its general
                                      partner


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


                                 Address:  1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  Senior Vice President-Finance
                                           Ph.: (713) 207-3160
                                           Fax: (713) 207-0988

                                 With a copy to:
                                           1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  General Counsel
                                           Ph.: (713) 207-7265
                                           Fax.: (713) 393-0140



<PAGE>
                                 ERIE BOULEVARD HYDROPOWER, L.P.

                                 By:  Orion Power New York GP, Inc., its general
                                      partner


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



                                 Address:  1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  Senior Vice President-Finance
                                           Ph.: (713) 207-3160
                                           Fax: (713) 207-0988

                                 With a copy to:
                                           1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  General Counsel
                                           Ph.: (713) 207-7265
                                           Fax.: (713) 393-0140

                                 CARR STREET GENERATING STATION, L.P.

                                 By:  Orion Power New York GP, Inc., its general
                                      partner


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


                                 Address:  1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  Senior Vice President-Finance
                                           Ph.: (713) 207-3160
                                           Fax: (713) 207-0988

                                 With a copy to:
                                           1111 Louisiana Street
                                           Houston, TX  77002
                                           Attn.:  General Counsel
                                           Ph.: (713) 207-7265
                                           Fax.: (713) 393-0140





<PAGE>

ADMINISTRATIVE AGENT:            BANK OF AMERICA, N.A.,
                                 as Administrative Agent,


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


                                 Address:  101 North Tryon Street
                                           NC1-001-08-19
                                           Charlotte, NC  28255
                                           Fax: (704) 386-3324
                                           Attn.: Laura Ryan

<PAGE>

                                                                     EXHIBIT L-6
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

                       INDEMNITY AND SUBROGATION AGREEMENT

                  THIS INDEMNITY AND SUBROGATION AGREEMENT (this "Agreement"),
dated as of October 28, 2002, among ORION POWER CAPITAL, LLC, a Delaware limited
liability company ("Holdco"), ORION POWER NEW YORK GP, INC., a Delaware
corporation ("NYGP"), ORION POWER NEW YORK LP, INC., a Delaware corporation
("NYLP"), ORION POWER NEW YORK, L.P., a Delaware limited partnership ("OPNY"),
ASTORIA GENERATING COMPANY, L.P., a Delaware limited partnership ("Astoria"),
ERIE BOULEVARD HYDROPOWER, L.P., a Delaware limited partnership ("Erie"), CARR
STREET GENERATING STATION, L.P., a Delaware limited partnership ("Carr Street")
(each of Astoria, Erie and Carr Street being referred to herein individually as
an "Operating Company," and collectively as the "Operating Companies"; and each
of Astoria, Erie, Carr Street, NYGP, NYLP and OPNY being referred to herein
individually as a "Guarantor," and collectively, as the "Guarantors") and BANK
OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent") for the benefit if the Secured Parties (as defined in the Credit
Agreement referred to below).

                  Reference is made to (a) the Second Amended and Restated
Credit Agreement, dated as of the Restatement Effective Date (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement";
capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement and the rules of construction
set forth in Section 1.04 of the Credit Agreement shall apply hereto), among
Orion Power MidWest, L.P., as borrower (the "Borrower"), Banc of America
Securities LLC and BNP Paribas, as lead arrangers and joint book runners, the
financial institutions from time to time signatories thereto (the "Lenders"),
Bank of America, N.A., as issuing lender and administrative agent, BNP Paribas,
as syndication agent, and The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd
and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as documentation
agents, (b) the Guarantee Agreement dated as of Restatement Effective Date,
among the Guarantors and the Administrative Agent (the "OPNY Guarantee
Agreement"), and (c) the Amended and Restated Credit Agreement dated as of
Restatement Effective Date (as amended, supplemented or otherwise modified from
time to time, the "OPNY Restated Credit Agreement"), among OPNY, Banc of America
Securities LLC and BNP Paribas, as lead arrangers and joint book runners, the
financial institutions from time to time signatories thereto, as lenders, Bank
of America, N.A., as issuing lender and administrative agent, BNP Paribas, as
syndication agent, and Union Bank of California, N.A., CoBank, ACB and Deutsche
Bank, AG New York and/or Cayman Island Branch, as documentation agents.

                  The Lenders have agreed to extend credit to the Borrower
pursuant to, and upon the terms and subject to the conditions set forth in, the
Credit Agreement. The Guarantors have guaranteed the Loans of the Borrower and
the other Guaranteed Obligations (as defined in the OPNY Guarantee Agreement)
under the Credit Agreement pursuant to the OPNY Guarantee





<PAGE>

Agreement and have granted Liens on and security interests in their assets to
secure such guarantees pursuant to the OPNY Second Lien Borrower Security
Agreement and the OPNY Second Lien Subsidiary Security Agreements. The
obligations of the Lenders to extend credit under the Credit Agreement are
conditioned on, among other things, the execution and delivery by Holdco and the
Guarantors of an agreement in the form hereof.

                  Accordingly, Holdco, each Guarantor and the Administrative
Agent agree as follows:

         SECTION 1. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but
subject to Section 3), Holdco agrees that (a) in the event a payment shall be
made by any Guarantor under the OPNY Guarantee Agreement, Holdco shall indemnify
such Guarantor for the full amount of such payment and such Guarantor shall be
subrogated to the rights of the person to whom such payment shall have been made
to the extent of such payment, and (b) in the event any assets of any Guarantor
shall be sold pursuant to any Security Document to satisfy a claim of any
Secured Party, Holdco shall indemnify such Guarantor in an amount equal to the
greater of the book value or the fair market value of the assets so sold.

         SECTION 2. Subordination. Notwithstanding any provision of this
Agreement to the contrary, all rights of the Guarantors under Section 1 and all
other rights of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in
cash of the Guaranteed Obligations and all other amounts payable under the OPNY
Guarantee Agreement. No failure on the part of Holdco or any Guarantor to make
the payments required by Section 1 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and
liabilities of any Guarantor with respect to its obligations hereunder, and each
Guarantor shall remain liable for the full amount of the obligations of such
Guarantor hereunder.

         SECTION 3. Continuing Agreement; Reinstatement; Release. (a) This
Agreement is a continuing agreement and shall survive and remain in full force
and effect until the Guaranteed Obligations and all other amounts payable under
this Agreement have been indefeasibly paid in full in cash, the Commitments have
been terminated and all Letters of Credit have been cancelled or have expired
and all DLC Letters of Credit Disbursements have been reimbursed in full.

                  (b) This Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the
Administrative Agent or any other Secured Party upon the insolvency, bankruptcy
or reorganization of Holdco, any Guarantor or otherwise, all as though such
payment had not been made.

         SECTION 4. Amendments, Etc. No amendment, modification or waiver of any
provision of this Agreement shall in any event be effective unless the same
shall be in writing and shall be executed and delivered in accordance with
Section 9.02 of the Credit Agreement, and then such amendment, modification,
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.




                                       2
<PAGE>

         SECTION 5. Notices, Etc. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement and shall be given to such party at its address or telecopy
number set forth on the signature pages hereof or at any other address or
telecopy number which such party shall have specified for the purpose of
communications hereunder by notice to the other parties hereunder.

         SECTION 6. No Waiver; Remedies. No failure on the part of the
Administrative Agent or any other Secured Party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by the Administrative Agent or any other Secured Party preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder and under the other Financing Documents are cumulative
and are not exclusive of any other remedies provided by law.

         SECTION 7. Assignments. This Agreement and the terms, covenants and
conditions hereof shall be binding upon Holdco and each Guarantor and its
successors and shall inure to the benefit of the Administrative Agent, the other
Secured Parties and their respective successors and assigns. Upon the assignment
by any Lender of all or any portion of its rights and obligations under the
Credit Agreement (including all or any portion of its Commitment, the Loans
owing to it and the Note or Notes held by it) to any other Person, such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to such Lender herein or otherwise. None of Holdco or the Guarantors
shall be permitted to assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent and each Lender (and any such purported assignment,
transfer or delegation without such consent shall be void).

         SECTION 8. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument

         SECTION 9. Savings Clause. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect with respect to any party hereto, no party hereto
shall be required to comply with such provision with respect to such party for
so long as such provision is held to be invalid, illegal or unenforceable, and
the validity, legality and enforceability of the remaining provisions contained
herein, and of such invalid, illegal or unenforceable provision with respect to
any other party, shall not in any way be affected or impaired. The parties shall
endeavor in good-faith negotiations to replace any invalid, illegal or
unenforceable provisions with valid provisions, the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

         SECTION 10. Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY
SUCH REQUIREMENT OF LAW THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION ARE MANDATORILY
APPLICABLE. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE






                                       3
<PAGE>

RELATIONSHIP ESTABLISHED BETWEEN EACH GUARANTOR AND EACH SECURED PARTY IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND
DECISIONS OF THE STATE OF NEW YORK.

                  (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, HOLDCO, EACH
GUARANTOR AND EACH SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE OTHER
FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN NEW
YORK, NEW YORK, BUT HOLDCO, EACH GUARANTOR AND EACH SECURED PARTY ACKNOWLEDGE
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF NEW YORK, NEW YORK. HOLDCO AND EACH GUARANTOR WAIVE IN ALL DISPUTES
ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE
DISPUTE INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS.

                  (c) HOLDCO AND EACH GUARANTOR AGREE THAT ANY SECURED PARTY
SHALL HAVE THE RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW,
TO PROCEED AGAINST HOLDCO OR SUCH GUARANTOR OR ITS PROPERTY IN A COURT IN ANY
LOCATION REASONABLY SELECTED IN GOOD FAITH TO ENABLE ANY SECURED PARTY TO
REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED
IN FAVOR OF ANY SECURED PARTY. HOLDCO AND EACH GUARANTOR WAIVE ANY OBJECTION
THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY SECURED PARTY HAS
COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS.

                  (d) HOLDCO, EACH GUARANTOR AND THE SECURED PARTIES EACH WAIVE
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN
COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

                  (e) HOLDCO AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES
NATIONAL REGISTERED AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS,
SUITE 501, NEW YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF
HOLDCO AND EACH GUARANTOR, AS






                                       4
<PAGE>

APPLICABLE, TO RECEIVE FOR AND ON BEHALF OF HOLDCO OR SUCH GUARANTOR SERVICE OF
PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD
THAT A COPY OF SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY
MAIL TO HOLDCO OR SUCH GUARANTOR AT ITS ADDRESS SET FORTH IN ACCORDANCE WITH
SECTION 5. HOLDCO AND EACH GUARANTOR FURTHER IRREVOCABLY CONSENT TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO HOLDCO AND SUCH GUARANTOR AT ITS SAID ADDRESS, SUCH SERVICE TO
BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

                  (F) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY
PARTY TO THIS AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW (ii) OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY
OTHER JURISDICTION, IN EITHER CASE, SOLELY AS PERMITTED IN SUBSECTION (c) OF
THIS SECTION 10.

         SECTION 11. Entire Agreement. This Agreement and the other Financing
Documents constitute the entire contract between the parties relative to the
subject matter hereof. Any agreement previously entered into among the parties
with respect to the subject matter hereof is superseded by this Agreement and
the other Financing Documents. Nothing in this Agreement, expressed or implied,
is intended to confer upon any party, other than the parties hereto and the
other Secured Parties, any rights, remedies, obligations or liabilities under or
by reason of this Agreement.

         SECTION 12. Headings. Section headings used herein are for convenience
of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.

                           [Signature Page to Follow]






                                       5
<PAGE>




         IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed, attested and delivered by its officers thereunto duly authorized
as of the date first above written.


HOLDCO:                     ORION POWER CAPITAL, LLC,
                            a Delaware limited liability company


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

                            Address:    1111 Louisiana Street
                                        Houston, TX  77002
                                        Attn.:  Senior Vice President-Finance
                                        Ph.: (713) 207-3160
                                        Fax: (713) 207-0988

                            With a copy to:
                                        1111 Louisiana Street
                                        Houston, TX 77002
                                        Attn.:  General Counsel
                                        Ph.: (713) 207-7265
                                        Fax: (713) 393-0140




<PAGE>


GUARANTORS:                 ORION POWER NEW YORK GP, INC.


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


                            Address:    1111 Louisiana Street
                                        Houston, TX  77002
                                        Attn.:  Senior Vice President-Finance
                                        Ph.: (713) 207-3160
                                        Fax: (713) 207-0988

                            With a copy to:
                                        1111 Louisiana Street
                                        Houston, TX 77002
                                        Attn.:  General Counsel
                                        Ph.: (713) 207-7265
                                        Fax: (713) 393-0140


                            ORION POWER NEW YORK LP, INC.,


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


                            Address:    1111 Louisiana Street
                                        Houston, TX  77002
                                        Attn.:  Senior Vice President-Finance
                                        Ph.: (713) 207-3160
                                        Fax: 713) 207-0988

                            With a copy to:
                                        1111 Louisiana Street
                                        Houston, TX 77002
                                        Attn.:  General Counsel
                                        Ph.: (713) 207-7265
                                        Fax: (713) 393-0140




<PAGE>


                            ORION POWER NEW YORK, L.P.,
                            a Delaware limited partnership

                            By:  Orion Power New York GP, Inc., its general
                                 partner


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

                            Address:    1111 Louisiana Street
                                        Houston, TX  77002
                                        Attn.:  Senior Vice President-Finance
                                        Ph.: (713) 207-3160
                                        Fax: (713) 207-0988

                            With a copy to:
                                        1111 Louisiana Street
                                        Houston, TX 77002
                                        Attn.:  General Counsel
                                        Ph.: (713) 207-7265
                                        Fax: (713) 393-0140


                            ASTORIA GENERATING COMPANY, L.P.,
                            By:  Orion Power New York GP, Inc., its general
                                 partner


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

                            Address:    1111 Louisiana Street
                                        Houston, TX  77002
                                        Attn.:  Senior Vice President-Finance
                                        Ph.: (713) 207-3160
                                        Fax: (713) 207-0988

                            With a copy to:
                                        1111 Louisiana Street
                                        Houston, TX 77002
                                        Attn.:  General Counsel
                                        Ph.: (713) 207-7265
                                        Fax: (713) 393-0140






<PAGE>

                            ERIE BOULEVARD HYDROPOWER, L.P.

                            By:  Orion Power New York GP, Inc., its general
                                 partner


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

                            Address:    1111 Louisiana Street
                                        Houston, TX  77002
                                        Attn.:  Senior Vice President-Finance
                                        Ph.: (713) 207-3160
                                        Fax: (713) 207-0988

                            With a copy to:
                                        1111 Louisiana Street
                                        Houston, TX 77002
                                        Attn.:  General Counsel
                                        Ph.: (713) 207-7265
                                        Fax: (713) 393-0140


                            CARR STREET GENERATING STATION, L.P.

                            By:  Orion Power New York GP, Inc., its general
                                 partner


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

                            Address:    1111 Louisiana Street
                                        Houston, TX  77002

                                        Attn.:  Senior Vice President-Finance
                                        Ph.: (713) 207-3160
                                        Fax: (713) 207-0988

                            With a copy to:
                                        1111 Louisiana Street
                                        Houston, TX 77002
                                        Attn.:  General Counsel
                                        Ph.: (713) 207-7265
                                        Fax: (713) 393-0140

<PAGE>

ADMINISTRATIVE AGENT:       BANK OF AMERICA, N.A.,
                            as Administrative Agent,


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

                            Address:    101 North Tryon Street
                                        NC1-001-08-19
                                        Charlotte, NC  28255
                                        Fax: (704) 386-3324






<PAGE>


                                                                       EXHIBIT M
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT
================================================================================



                              AMENDED AND RESTATED
                        ASSIGNMENT AND SECURITY AGREEMENT


                                     between


                              TWELVEPOLE CREEK, LLC

                                       and


                             BANK OF AMERICA, N.A.,

                             as Administrative Agent



                          ----------------------------
                          Dated as of October 28, 2002
                          ----------------------------



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

<PAGE>




                                TABLE OF CONTENTS

<Table>
<S>                                                                                                                    <C>
SECTION 1.        DEFINITIONS.............................................................................................2


SECTION 2.        ASSIGNMENT; SECURITY INTERESTS; INSURANCE PROCEEDS......................................................5

   2.01           PLEDGE; ASSIGNMENT; GRANT OF SECURITY INTERESTS.........................................................5
   2.02           POWER OF ATTORNEY.......................................................................................9

SECTION 3.        GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS......................................................11

   3.01           NECESSARY FILINGS......................................................................................11
   3.02           NO LIENS...............................................................................................11
   3.03           OTHER FINANCING STATEMENTS.............................................................................12
   3.04           JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE, RECORDS..........................................12
   3.05           RECOURSE...............................................................................................12
   3.06           CONSENTS...............................................................................................13
   3.07           PLEDGED PERMITS........................................................................................14
   3.08           FIXTURE LOCATIONS......................................................................................14
   3.09           CEREDO BONDS...........................................................................................14
   3.10           FARM PRODUCTS; TIMBER; AS-EXTRACTED COLLATERAL.........................................................14
   3.11           COMMERCIAL TORT CLAIMS.................................................................................14
   3.12           LETTERS OF CREDIT......................................................................................14
   3.13           CHATTEL PAPER..........................................................................................15
   3.14           BANK ACCOUNTS..........................................................................................15

SECTION 4.        SPECIAL PROVISIONS CONCERNING RECEIVABLES; CONTRACT RIGHTS; INSTRUMENTS................................15

   4.01           ADDITIONAL REPRESENTATIONS AND WARRANTIES..............................................................15
   4.02           MAINTENANCE OF RECORDS.................................................................................15
   4.03           PAYMENTS UNDER ASSIGNED AGREEMENTS, RECEIVABLES AND GENERAL INTANGIBLES................................15
   4.04           DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES; ETC.................................................16
   4.05           MODIFICATION OF TERMS, ETC.............................................................................17
   4.06           COLLECTION.............................................................................................17

SECTION 5.        SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADEMARKS.......................................17

   5.01           INFRINGEMENTS..........................................................................................17
   5.02           OTHER PATENTS, COPYRIGHTS AND TRADEMARKS...............................................................17
   5.03           REMEDIES...............................................................................................17

SECTION 6.        PROVISIONS CONCERNING ALL ASSIGNMENT REVENUES AND ASSIGNMENT COLLATERAL; INSURANCE.....................18

   6.01           PROTECTION OF THE ADMINISTRATIVE AGENT'S INTERESTS.....................................................18
</Table>



                                       i
<PAGE>

<Table>
<S>                                                                                                                    <C>
   6.02           FURTHER ACTIONS........................................................................................18
   6.03           FINANCING STATEMENTS...................................................................................18

SECTION 7.        REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT...........................................................19

   7.01           REMEDIES; OBTAINING THE ASSIGNMENT COLLATERAL UPON DEFAULT.............................................19
   7.02           REMEDIES, DISPOSITION OF THE ASSIGNMENT COLLATERAL.....................................................20
   7.03           WAIVER OF CLAIMS.......................................................................................21
   7.04           APPLICATION OF PROCEEDS................................................................................21
   7.05           REMEDIES CUMULATIVE....................................................................................22
   7.06           DISCONTINUANCE OF PROCEEDINGS..........................................................................22
   7.07           GRANT OF LICENSE OR SUB-LICENSE TO USE PATENT, TRADEMARK, COPYRIGHT AND LICENSE COLLATERAL.............22

SECTION 8.        INDEMNITY; EXPENSES....................................................................................23


SECTION 9.        MISCELLANEOUS..........................................................................................23

   9.01           NOTICES................................................................................................23
   9.02           WAIVER, AMENDMENT; SEVERABILITY........................................................................23
   9.03           OBLIGATIONS ABSOLUTE...................................................................................23
   9.04           SUCCESSORS AND ASSIGNS.................................................................................24
   9.05           HEADINGS DESCRIPTIVE, ETC..............................................................................25
   9.06           GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE....................................................25
   9.07           THE GRANTOR'S DUTIES...................................................................................26
   9.08           TERMINATION; RELEASE...................................................................................27
   9.09           EXECUTION IN COUNTERPARTS..............................................................................27
   9.10           APPLICABILITY OF DEPOSIT ACCOUNT AGREEMENT.............................................................27
   9.11           LIMITATION OF RECOURSE.................................................................................27
   9.12           AMENDMENT AND RESTATEMENT..............................................................................28

Schedules

Schedule 1        Commercial Tort Claims
Schedule 2        Name; Jurisdiction of Organization; Location
Schedule 3        Project Contracts
Schedule 4        Filing Locations

Exhibits

Exhibit A         Assignment of Security Interest in United States Patents and Trademarks
Exhibit B         Assignment of Security Interest in United States Copyrights
</Table>



                                       ii
<PAGE>




                              AMENDED AND RESTATED
                        ASSIGNMENT AND SECURITY AGREEMENT

                  AMENDED AND RESTATED ASSIGNMENT AND SECURITY AGREEMENT, dated
as of October 28, 2002 (this "Agreement"), between TWELVEPOLE CREEK, LLC, a
limited liability company organized under the laws of the State of Delaware (the
"Grantor"), and BANK OF AMERICA, N.A., as administrative agent (in such
capacity, together with any successors and assigns, the "Administrative Agent")
for the benefit of the Secured Parties (as defined in the Credit Agreement
referred to below).

                                   WITNESSETH:

                  WHEREAS, Orion Power MidWest, L.P. (the "Borrower") has
entered into a Second Amended and Restated Credit Agreement, dated as of the
Restructuring Effective Date (as the same may be amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), with the
Administrative Agent, Banc of America Securities LLC and BNP Paribas, as lead
arrangers and joint book runners, Bank of America, N.A., as issuing bank, BNP
Paribas, as syndication agent, The Bank of Nova Scotia, Mizuho Corporate Bank,
Ltd, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as documentation
agents, and the Lenders named on the signature pages thereto and from time to
time parties thereto (the "Lenders"), pursuant to which the Lenders have agreed,
inter alia, to renew, modify and extend credit facilities that were issued to
the Borrower to finance a portion of the purchase price of the Portfolio Assets
(as defined in the Credit Agreement) and to provide working capital availability
to the Borrower;

                  WHEREAS, the Grantor has entered into an Amended and Restated
Subsidiary Guarantee Agreement dated as of the Restructuring Effective Date (as
the same may be amended, supplemented or otherwise modified from time to time,
the "Subsidiary Guarantee"), with the Administrative Agent, pursuant to which
the Grantor has agreed to guarantee the Obligations of the Borrower;

                  WHEREAS, the Borrower, the Grantor and the Administrative
Agent have entered into that certain Second Amended and Restated Deposit Account
Agreement, dated as of the Restructuring Effective Date (as the same may be
amended, supplemented or otherwise modified from time to time, the "Deposit
Account Agreement"), providing for, among other things, the establishment of the
Accounts (as defined in the Credit Agreement) and the application of the
proceeds of the Collateral (as hereinafter defined); and

                  WHEREAS, it is a condition precedent to the obligations of the
Lenders under the Credit Agreement that this Agreement shall have been entered
into by the parties hereto and shall be in full force and effect;

                  NOW, THEREFORE, in consideration of the benefits to the
Grantor, the receipt and sufficiency of which are hereby acknowledged, the
Grantor hereby makes the following assignments, representations and warranties
to the Administrative Agent, for the benefit of the Secured Parties, and hereby
covenants and agrees with the Administrative Agent, in each case, as follows:




<PAGE>

                  Section 1. DEFINITIONS. (a) For all purposes of this
Agreement, (i) capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement, (ii) unless otherwise specified or
otherwise defined herein or in the Credit Agreement, terms used in Article 9 of
the UCC (as hereinafter defined) are used herein as therein defined and (iii)
the principles of construction set forth in Section 1.04 of the Credit Agreement
shall apply hereto.

                  (b) In addition, the following terms shall have the meanings
herein specified:

                  "ADMINISTRATIVE AGENT" shall have the meaning provided in the
first paragraph of this Agreement.

                  "AGREEMENT" shall mean this Amended and Restated Assignment
and Security Agreement, as amended, supplemented or otherwise modified from time
to time.

                  "ASSIGNED AGREEMENTS" shall have the meaning provided in
Section 2.01(a)(xi).

                  "ASSIGNMENT COLLATERAL" shall have the meaning provided in
Section 2.01(a)(xiv).

                  "ASSIGNMENT REVENUES" shall have the meaning provided in
Section 2.01(a)(i).

                  "BORROWER" shall have the meaning provided in the Recitals of
this Agreement.

                  "COLLATERAL" shall have the meaning provided in Section
2.01(a).

                  "CONTRACT RIGHTS" shall mean all rights of the Grantor
(including all rights to payment) under each Assigned Agreement.

                  "COPYRIGHT LICENSES" shall mean any written agreement (a)
granting any right to any third party under any Copyright of the Grantor or (b)
granting any right to the Grantor under any Copyright of any third party.

                  "COPYRIGHTS" shall mean all right, title and interest of any
person in and to all of the following, whether now owned or hereafter acquired:

                  (i)      the federally registered United States and foreign
                           copyrights and any renewals thereof;

                  (ii)     all other United States and foreign copyrights;

                  (iii)    all registrations and applications for registration
                           of any such copyright in the United States or any
                           other country, including registrations, recordings,
                           supplemental derivative or collective work
                           registrations and pending applications for
                           registrations in the United States Copyright Office;

                  (iv)     all computer programs, computer data bases, computer
                           program flow diagrams, source codes and object codes
                           related to any or all of the foregoing; and





                                       2
<PAGE>

                  (v)      all tangible property embodying or incorporating any
                           or all of the foregoing.

                  "CREDIT AGREEMENT" shall have the meaning provided in the
Recitals of this Agreement.

                  "DEPOSIT ACCOUNT AGREEMENT" shall have the meaning provided in
the Recitals of this Agreement.

                  "DOCUMENTS" shall mean all of the books, ledgers, records,
computer programs, tapes, discs, punch cards, data processing software,
transaction files, master files and related property and rights (including
computer and peripheral equipment) of the Grantor pertaining to or referencing
the Collateral.

                  "EQUIPMENT" shall have the meaning provided in Section
2.01(a)(ii).

                  "GENERAL INTANGIBLES" shall have the meaning provided in
Section 2.01(a)(vi).

                  "GRANTOR" shall have the meaning provided in the first
paragraph of this Agreement.

                  "INVENTORY" shall have the meaning provided in Section
2.01(a)(iii).

                  "LENDERS" shall have the meaning provided in the Recitals of
this Agreement.

                  "LICENSE" shall mean any Patent License, Trademark License,
Copyright License or other license or sublicense as to which the Grantor is now
or hereafter a party.

                  "NON-RECOURSE PARTY" shall have the meaning provided in
Section 9.11.

                  "ORIGINAL AGREEMENT" shall have the meaning provided in
Section 9.12.

                  "PATENT LICENSE" shall mean any written agreement (i) granting
any right to any third party under any Patent of the Grantor or (ii) granting
any right to the Grantor under any Patent of any third party.

                  "PATENTS" shall mean all right, title and interest of any
person in and to all of the following, whether now owned or hereafter acquired:

                  (i)      all letters patent of the United States or any other
                           country, all registrations and recordings thereof,
                           and all applications for letters patent of the United
                           States or any other country;

                  (ii)     all other letters patent of the United States or any
                           other country and all other applications for letters
                           patent of the United States or any other country; and





                                       3
<PAGE>

                  (iii)    all reissues, continuations, divisions,
                           continuations-in-part or extensions thereof and the
                           inventions disclosed therein, including the right to
                           make, use and/or sell the inventions disclosed
                           therein.

                  "PLEDGED PERMITS" shall have the meaning provided in Section
2.01(a)(vii).

                  "PROCEEDS" shall mean all proceeds, including (i) whatever is
received upon any collection, exchange, sale or other disposition of any of the
Collateral and any property into which any of the Collateral is converted,
whether cash or non-cash, (ii) any and all payments or other property (in
whatever form) made or due and payable on account of any insurance, indemnity,
warranty or guaranty payable to the Grantor with respect to any of the
Collateral, (iii) any value received as a consequence of the possession of any
Collateral and any payment received from any insurer or other person or entity
as a result of the destruction, loss, theft or other involuntary conversion of
whatever nature of any asset or property which constitutes Collateral, (iv) any
and all payments (in any form whatsoever) made or due and payable in connection
with any requisition, confiscation, condemnation, seizure or forfeiture of all
or any part of the Collateral by any Governmental Authority, (v) any claim of
the Grantor against third parties (A) for past, present or future infringement
of any Patent now or hereafter owned by the Grantor or licensed under a Patent
License, (B) for past, present or future infringement or dilution of any
Trademark now or hereafter owned by the Grantor or licensed under a Trademark
License or injury to the goodwill associated with any Trademark now or hereafter
owned by the Grantor, (C) for past, present or future infringement of any
Copyright now or hereafter owned by the Grantor or licensed under a Copyright
License and (D) for past, present or future breach of any License and (vi) any
and all other amounts from time to time paid or payable under or in connection
with any of the Collateral.

                  "RECEIVABLES" shall have the meaning provided in Section
2.01(a)(iv).

                  "RELATED CONTRACTS" shall have the meaning provided in Section
2.01(a)(v).

                  "SECURED OBLIGATIONS" shall have the meaning provided in
Section 2.01(a).

                  "SUBSIDIARY GUARANTEE" shall have the meaning provided in the
Recitals of this Agreement.

                  "TRADEMARK LICENSE" shall mean any written agreement (a)
granting any right to any third party under any Trademark of the Grantor or (b)
granting any right to the Grantor under any Trademark of any third party.

                  "TRADEMARKS" shall mean all of the following now or hereafter
owned by any person (i) all trademarks, service marks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
trade dress, logos, other source or business identifiers, designs and general
intangibles of like nature, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications filed in connection
therewith, including registrations and applications in the United States Patent
and Trademark Office, any State of the United States or any other country or any
political





                                       4
<PAGE>

subdivision thereof, and all extensions or renewals thereof and (ii) all
goodwill associated therewith.

                  "UCC" shall mean at any time the Uniform Commercial Code as
the same may from time to time be in effect in the State of New York; provided
that if, by reason of mandatory provisions of law, the validity or perfection of
any security interest granted herein is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than New York, then, as to the validity or
perfection of such security interest, "UCC" shall mean the Uniform Commercial
Code in effect in such other jurisdiction.

                  Section 2. ASSIGNMENT; SECURITY INTERESTS; INSURANCE PROCEEDS.

                  2.01 Pledge; Assignment; Grant of Security Interests. (a) To
secure the prompt and complete payment and performance when due of (i) all
Obligations by the Borrower, including all amounts payable or to become payable
to the Secured Parties by the Borrower under the Financing Documents, when and
as the same shall become due and payable (whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise), (ii) all obligations of
the Grantor under and pursuant to the Subsidiary Guarantee, (iii) all Fees,
expenses, indemnities and expense reimbursement obligations of the Borrower or
any of its Subsidiaries under the Credit Agreement or any other Financing
Documents, including this Agreement, in respect of the Loans, (iv) all other
obligations, covenants and agreements, monetary or otherwise, of the Borrower or
any of its Subsidiaries under any Financing Document to which it is a party, in
each case, whether now owing or hereafter existing, (v) all disbursements made
by the Secured Parties for the payment of taxes, common area charges, insurance
premiums, and all other fees, expenses or advances in connection with or
relating to the Collateral, and interest on such disbursements and other amounts
not timely paid in accordance with the terms of the Credit Agreement, this
Agreement and the other Financing Documents (excluding the OPH Membership
Interest Pledge Agreement), (vi) all sums with respect to the foregoing that
would become due but for the operation of the automatic stay under Section
362(a) of Title 11 of the United States Code, including interest, fees and other
charges that, but for the filing of a petition in bankruptcy with respect to the
Borrower would accrue on the foregoing whether or not a claim is alleged against
the Borrower for such sums in any such bankruptcy proceeding, and (vii) all
renewals, extensions, amendments, modifications and changes and supplements of,
or substitutions or replacements for, all or any part of the foregoing
(collectively, the "Secured Obligations"), the Grantor hereby assigns and
pledges to the Administrative Agent for the benefit of the Secured Parties, and
hereby grants to the Administrative Agent for the benefit of the Secured
Parties, a security interest in, and lien on, all of the Grantor's right, title
and interest in and to the following, whether now owned or hereafter acquired
(the "Collateral"):

                  (i) all cash income and receipts derived from the ownership
         and ordinary course of operation of the Portfolio Assets, including
         revenues from the sale of energy and other products and services
         (including electric capacity, ancillary services and transmission
         services and products), Proceeds of business interruption insurance,
         interest and other income earned on amounts on deposit in






                                       5
<PAGE>

         the Accounts and any amounts realized by the Grantor under any Interest
         Hedge Contract (all of the above, collectively, the "Assignment
         Revenues");

                  (ii) (A) all equipment, wherever located, now or hereafter
         existing, (B) all fixtures, (C) to the extent not included in the
         foregoing or in clause (iii), all goods, (D) all parts of any of the
         foregoing items (A)-(C) and all attachments and accessions thereto,
         including, to the extent not included in the foregoing, all other
         accessions and (E) all rights in any of the foregoing items (A)-(D) now
         or hereafter owned or possessed by the Grantor for its benefit (the
         property described in this subclause (ii) being the "Equipment");

                  (iii) all inventory and other tangible personal property held
         for sale by the Grantor, in all of it is forms, wherever located, and
         rights therein owned or possessed by the Grantor or for its benefit
         including, but not limited to, (A) with respect to the generation of
         electric power by the Grantor, raw materials and work in process
         therefor, finished goods and by-products thereof, and materials used or
         consumed in the manufacture or production thereof, (B) goods in which
         the Grantor has an interest in mass or a joint or other interest or
         right of any kind and (C) goods which are returned to or repossessed by
         the Grantor, and all accessions to any of the foregoing and products
         thereof and documents relating thereto (the property described in this
         subclause (iii) being the "Inventory");

                  (iv) all accounts, Contract Rights, chattel paper, Documents,
         instruments, letters of credit, letter-of-credit rights, documents and
         other rights or obligations of every kind, now or hereafter existing,
         whether or not arising out of or in connection with any sale, lease,
         exchange or other disposition of electric power, or other Inventory,
         goods or the provision or rendering of any service by or to the Grantor
         and all tax refunds, tax refund claims or guarantee claims held by or
         granted to the Grantor (any and all such accounts, Contract Rights,
         chattel paper, Documents, instruments, obligations and other property
         described in this subclause (iv) being the "Receivables");

                  (v) all rights now or hereafter existing in and to all
         security agreements, leases and other contracts securing or otherwise
         relating to any Receivables (the property described in this subclause
         (v) being the "Related Contracts");

                  (vi) all general intangibles, intellectual or other property
         of any kind or nature now owned or hereafter acquired by the Grantor,
         including payment intangibles, software, permits, reversionary
         interests in pension plan assets, inventions, designs, Patents,
         Copyrights, Trademarks, Licenses and associated goodwill, trade
         secrets, confidential or proprietary technical and business
         information, know-how, show-how or other data or information, software,
         customer lists, subscription lists, databases and related
         documentation, registrations, franchises, and all other intellectual or
         other similar property rights





                                       6
<PAGE>

         not otherwise described above, but excluding Receivables (the property
         described in this subclause (vi) being the "General Intangibles");

                  (vii) all generating, electricity, environmental and other
         licenses, permits and approvals of any federal, state, municipal or
         other governmental department, commission, board, bureau, agency, court
         or other instrumentality, domestic or foreign, now or hereafter held by
         the Grantor or in which the Grantor may have an interest and relating
         to the operation, maintenance, or use and occupancy of Ceredo, except
         that any such license, permit or approval which as a matter of law is
         not assignable is hereby excluded from such lien and security interest
         to the extent that and for such time as the same shall not be so
         assignable, and all rights (whether or not earned by performance) under
         any franchises, documents, licenses, contracts or agreements now owned
         or hereafter acquired with the rights to all renewals thereof
         assignable by law (the property described in this subclause (vii) being
         the "Pledged Permits");

                  (viii) (A) all policies of insurance, now or hereafter held by
         the Grantor (as required under Section 5.06 of the Credit Agreement and
         the other Financing Documents), including casualty and liability,
         business interruption and any title insurance, and including all
         Proceeds therefrom, and (B) all rights, now or hereafter held, by the
         Grantor to any warranties of any manufacturer or contractor or any
         other Person;

                  (ix) all books, correspondence, credit files, records,
         invoices and other Documents, now or hereafter in the possession or
         control of the Grantor or any Person acting for the Grantor and
         relating to Ceredo and all reports of the Independent Engineer or any
         other Person and all other reports relating to the acquisition,
         operations, viability, performance, maintenance and output of Ceredo;

                  (x) all balances, credits, deposits, deposit and securities
         accounts, investment property or moneys whether now existing or
         hereafter held in the name or on behalf of the Grantor, whether (A) in
         the possession or control of the Grantor, (B) in the possession or
         control of, or in transit to, the Administrative Agent, or (C) held by
         third parties; all monies, documents, instruments, investment property
         and financial assets required to be deposited with or delivered to the
         Administrative Agent or any securities intermediary pursuant to any
         term of this Agreement or any of the other Financing Documents,
         including all amounts held or deposited in or credited to the Accounts
         and all cash and all monies and Permitted Investments and other
         financial assets and investment property and instruments held in or
         credited to such Accounts;

                  (xi) each Project Contract to which it is a party, and each
         other lease, power, fuel, transportation, management or other agreement
         now existing or hereafter entered into by the Grantor relating to the
         acquisition, operation, maintenance or use and occupancy of Ceredo, as
         the same may be amended, supplemented or otherwise modified from time
         to time in accordance with the







                                       7
<PAGE>

         terms thereof and of this Agreement and the Credit Agreement (the
         agreements described in this subclause (xi), as so amended,
         supplemented or modified, being the "Assigned Agreements"), including
         all rights of the Grantor (A) to receive moneys due and to become due
         under or pursuant to the Assigned Agreements, to compel performance and
         otherwise to exercise all remedies thereunder, including all rights to
         make determinations, to exercise any election or option contained in
         such agreements (including termination thereof), to give or receive any
         notice or consent, to demand and receive any property which is the
         subject of any of the Assigned Agreements, to file any claims and
         generally to take any action which (in the opinion of the
         Administrative Agent or any Secured Party) may be necessary or
         advisable in connection with any of the foregoing, and (B) to receive
         the Proceeds of any claim for damages arising out of or for breach of
         any Assigned Agreement and Proceeds of any insurance, indemnity,
         warranty or guaranty with respect to the Assigned Agreements;

                  (xii) all commercial tort claims, including those more
         particularly described in Schedule 1 hereto;

                  (xiii) to the extent not included in subclauses (i) through
         (xii) above, or excepted therein, all other personal property of the
         Grantor of any kind or description whatsoever, wherever located,
         whether now owned or hereafter acquired, tangible or intangible; and

                  (xiv) all accessions and additions to, substitutions for, and
         all replacements, products and Proceeds of any and all of the
         Collateral (including any proceeds which constitute property of the
         types described in clauses (i) - (xiii), above) and, to the extent not
         otherwise included, all (A) payments under insurance (whether or not
         the Administrative Agent is the loss payee thereof or an additional
         insured thereunder), and any indemnity, warranty or guaranty, payable
         by reason of loss or damage to or otherwise with respect to any of the
         Collateral, (B) any other amounts from time to time paid or payable
         under or in connection with any of the Collateral, (C) cash and (D) all
         supporting obligations (all of the foregoing items in clauses (ii) -
         (xiii) above and in this clause (xiv), collectively, the "Assignment
         Collateral").

                  (b) The sale, assignment, conveyance, setting over, pledge and
transfer to the Administrative Agent under this Agreement extends to all
Assignment Revenues which the Grantor may acquire at any time during the
continuation of this Agreement. The security interest of the Administrative
Agent held under this Agreement extends to all Assignment Collateral which the
Grantor may acquire at any time during the continuation of this Agreement.

                  (c) The Grantor agrees and confirms that the Ceredo Consents
constitute (i) notice to each party to the Assigned Agreements that are the
subject of a Ceredo Consent of (x) the sale assignment, conveyance, setting
over, pledge and transfer by the Grantor of the Assignment Revenues and the
assignment, charge, conveyance, setting over, pledge and transfer by the Grantor
of all of the Grantor's right, title and interest in and to the Assignment
Revenues and (y) the assignment, charge, conveyance, setting over, pledge and
transfer by the Grantor by







                                       8
<PAGE>

way of security, of all the Grantor's right, title and interest in and to the
Assignment Collateral and (ii) unconditional and irrevocable instructions from
the Grantor to each such party, debtor or obligor that all payments due or to
become due and all amounts payable to the Grantor thereunder shall, until the
Obligations are indefeasibly paid in full in cash, be made directly to the
Revenue Account.

                  (d) The Assignment Revenues received pursuant to Section
2.01(a)(i) above shall be applied in accordance with the provisions of the
Deposit Account Agreement.

                  2.02 Power of Attorney. The Grantor hereby irrevocably
appoints the Administrative Agent as its attorney-in-fact with right of
substitution, so that the Administrative Agent or any other Person empowered by
the Administrative Agent shall be authorized, without need of further
authorization from the Grantor, upon the occurrence and during the continuance
of an Event of Default and in preservation of the rights of the Administrative
Agent and the Lenders hereunder so long as such Event of Default is continuing
and has not been waived by an appropriate vote or other action by the Required
Lenders (any action or exercise of powers, rights or remedies under this Section
2.02 to be subject to, and in accordance with, the terms of the Credit Agreement
and all applicable Requirements of Law):

                  (a) to effect the sale of any of the Assignment Collateral in
         one or more transactions to the extent permitted by applicable
         Requirements of Law and in any commercially reasonable manner as may be
         determined by the attorney-in-fact, which, subject to the foregoing,
         may include the direct sale without public auction of any such
         Assignment Collateral at such price, and upon such terms as may be
         determined by the attorney-in-fact;

                  (b) to enter upon any premises where the Assignment Collateral
         or any part thereof may be located without the need for a court order
         or other form of authority otherwise than upon the authority granted
         herein;

                  (c) to take and retain actual possession and control of any
         such Assignment Collateral as receivers without bond or otherwise, and
         transport any of it to any location as determined by such
         attorney-in-fact;

                  (d) to make any repairs, additions and improvements on the
         Assignment Collateral as such attorney-in-fact shall reasonably deem
         proper or necessary;

                  (e) to administer, manage and use any of the Assignment
         Collateral;

                  (f) to conclude any agreement and collect any monies
         thereunder or otherwise due to the Grantor in respect of, or generated
         through the usage of, any of the Assignment Collateral;

                  (g) to exercise in any commercially reasonable manner any of
         the rights of the Grantor arising under or in connection with the
         Assigned Agreements and to designate or delegate to another Person or
         entity, in substitution of such attorney-in-fact, the exercise






                                       9
<PAGE>

         in any commercially reasonable manner of such rights of the Grantor,
         under such terms as such attorney-in-fact shall deem proper or
         necessary;

                  (h) to collect, claim and receive all monies and avail of all
         benefits that accrue, and that may become due and payable to the
         Grantor under the Assigned Agreements and to hold the same as security
         for the timely payment and discharge by the Grantor of the Secured
         Obligations, and the faithful performance of the covenants and
         obligations of the Grantor as set forth in any of the Financing
         Documents;

                  (i) to send written notice to all the obligors, instructing
         any or all of them to pay all monies due and owing to the Grantor from
         time to time under the Assigned Agreements, to the Revenue Account or
         such other account as may be required or contemplated by the Deposit
         Account Agreement;

                  (j) to institute and maintain such suits and proceedings as
         such attorney-in-fact shall deem expedient to prevent any impairment of
         the Assignment Collateral or to preserve and protect such
         attorney-in-fact's interest therein;

                  (k) to execute and deliver such deeds of conveyance or sale as
         may be necessary or proper for the purpose of conveying full title and
         ownership, free from any claims and rights of the Grantor, to any of
         the Assignment Collateral, after foreclosure thereof; and

                  (l) in general, to sign such agreements and documents and
         perform such acts and things required, necessary or, in the opinion of
         such attorney-in-fact, advisable, to fully accomplish the purpose
         hereof.

                  The Grantor hereby confirms and ratifies any and all actions
and things performed or done by the Administrative Agent as the Grantor's
attorney-in-fact or any of its representatives in each case pursuant to the
powers granted hereunder.

                  This special power of attorney shall be deemed coupled with an
interest, and cannot be revoked by the Grantor until no Lender shall have any
Commitment outstanding and until the Notes, together with interest, and all
other Obligations are indefeasibly paid in full in cash. Upon the occurrence and
during the continuance of any Event of Default, the Grantor shall abstain from
exercising any rights under any of the Assigned Agreements which shall be
inconsistent with the exercise of the rights and functions herein granted to the
Administrative Agent as the attorney-in-fact, including abstaining from
collecting, claiming and receiving any monies under the Assigned Agreements,
provided, that, nothing herein shall prevent the Grantor from, except during the
exercise by the Administrative Agent of any such rights and functions,
undertaking the Grantor's operations in the ordinary course of business in
accordance with the Assigned Agreements. To the extent that the Grantor shall
receive any monies in respect thereof, notwithstanding the provisions of this
Section 2.02, the Grantor shall be deemed to have received such funds for the
account of the Administrative Agent and shall hold the same in trust and
promptly pay the same to the Administrative Agent for deposit in the Revenue
Account (or other account as may be required or contemplated by the Deposit
Account Agreement) and application






                                       10
<PAGE>

pursuant to the Deposit Account Agreement, including collecting, claiming and
receiving monies under the Assigned Agreements.

                  All reasonable costs, expenses, charges and fees paid or
incurred by the Administrative Agent in the exercise of any of the rights,
remedies or powers granted hereunder shall be for the account of the Grantor,
and the Grantor undertakes promptly on demand to pay the same or, as the case
may be, to reimburse the Administrative Agent and/or its agents,
representatives, successors and assignees as the case may be, for any monies
paid by it with interest thereon at the Default Rate from the date the same
shall have been paid by the Administrative Agent and/or its agents,
representatives, successors and assigns until actually paid by the Grantor to
the extent that there are then insufficient funds available in the Revenue
Account for this purpose.

                  Section 3. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

                  The Grantor represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and delivery
of this Agreement and the satisfaction of the Secured Obligations, as follows:

                  3.01 Necessary Filings. As of the Restructuring Effective
Date, all filings, registrations, recordings and control necessary or
appropriate to create, (i) the sale, assignment, conveyance, setting over and
transfer of the Assignment Revenues by the Grantor to the Administrative Agent
and (ii) the security interest granted by the Grantor to the Administrative
Agent hereby in respect of the Assignment Collateral have been made or
accomplished, and (A) the sale, assignment, conveyance, setting over and
transfer of the Assignment Revenues to the Administrative Agent pursuant to this
Agreement constitutes a valid and enforceable sale, assignment, conveyance,
setting over and transfer and (B) the security interest granted to the
Administrative Agent pursuant to this Agreement in and to the Assignment
Collateral constitutes a valid, enforceable, and upon the filing of (1) all
Financing Statements in the filing offices noted on Schedule 4 and (2) if
applicable, fully executed Assignments of Security Interests, substantially in
the forms of Exhibits A and B hereto, as applicable, by the United States Patent
and Trademark Office and the United States Copyright Office pursuant to 35
U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Sections 205, as
applicable, to perfect the security interests granted to the Administrative
Agent and the Secured Parties in the federally registered Copyrights, Patents,
Trademarks and Licenses, perfected security interest in the Assignment Revenues
and Assignment Collateral (except in each case, for (x) Assignment Collateral
which is not material and (y) vehicles and any emergency response boat) superior
and prior to the rights of all other Persons therein and, in each case, subject
to no other Liens, sales, assignments, conveyances, settings over or transfers
other than Permitted Liens.

                  3.02 No Liens. The Grantor is, as of the Restructuring
Effective Date, as to the Assignment Revenues and Assignment Collateral, and as
to any Assignment Collateral acquired by it from time to time after the date
hereof, the Grantor will be, the owner of all such Assignment Revenues and
Assignment Collateral free from any Lien or other right, title or interest of
any Person (other than Permitted Liens) and the Grantor shall defend such
Assignment Revenues and Assignment Collateral against all claims and demands of
all Persons at any time







                                       11
<PAGE>

claiming the same or any interest therein adverse to the Administrative Agent.
Without limiting the generality of the foregoing, the Grantor shall not assign,
charge, convey, sell, set over, transfer, or grant any security interest in the
Assigned Agreements, any of the other Assignment Collateral or any of the
Assignment Revenues other than pursuant to the Security Documents or as
expressly permitted by the Credit Agreement.

                  3.03 Other Financing Statements. There is no financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) covering or purporting to cover any interest of any kind in
the Assignment Revenues or the Assignment Collateral and so long as any of the
Secured Obligations remain unpaid or any Commitments remain outstanding, the
Grantor will not authorize to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) or statements relating to the Assignment Revenues or the
Assignment Collateral, in each case, except financing statements filed or to be
filed in respect of and covering the security interests granted hereby, or by
the other Security Documents, by the Grantor or Permitted Liens.

                  3.04 Jurisdiction of Organization; Chief Executive Office,
Records. (a) The jurisdiction of organization of the Grantor, the exact legal
name of the Grantor, any other names the Grantor has used in the last five years
and the addresses of the Grantor's chief executive office currently and for the
last five years are set forth on Schedule 2 hereto. The Grantor will not change
its name or its jurisdiction of organization or move its chief executive office
except to such new name, jurisdiction or location as may be permitted in
accordance with Section 3.04(b). The originals of all documents evidencing all
Receivables, General Intangibles and Contract Rights of the Grantor and the only
original books of account and records of the Grantor relating thereto are, and
will continue to be, kept at the locations disclosed in Schedule 2, or at such
new locations as the Grantor may establish in accordance with Section 3.04(b).
All Receivables, General Intangibles and Contract Rights of the Grantor are, and
will continue to be, maintained at, and controlled and directed (including for
general accounting purposes) from, such office locations shown above, or such
new locations as the Grantor may establish in accordance with Section 3.04(b).

         (b) The Grantor shall not change its name or its jurisdiction of
organization or establish a new location for its offices until (i) it shall have
given to the Administrative Agent not less than thirty (30) days' prior written
notice of its intention so to do, clearly describing such new name, jurisdiction
or location and providing such other information in connection therewith as the
Administrative Agent may reasonably request and (ii) with respect to such new
name, jurisdiction or location, it shall have taken all action, reasonably
satisfactory to the Administrative Agent, to maintain the sale, assignment,
conveyance, setting over and transfer of the Assignment Revenues to the
Administrative Agent and the security interest of the Administrative Agent in
the Assignment Collateral intended to be granted hereby at all times fully
perfected, of first priority and in full force and effect.

                  3.05 Recourse. Without limitation of Section 9.11, this
Agreement is made with full recourse to the Grantor and pursuant to and in
reliance upon all the warranties, representations, covenants and agreements on
the part of the Grantor contained herein, in the






                                       12
<PAGE>

Credit Agreement, in any of the other Financing Documents and otherwise in
writing in connection herewith or therewith.

                  3.06 Consents. (a) No other consent of any other Person and no
authorization, approval or other action by, and no notice to or filing with, any
Governmental Authority is required as of the date of the execution and delivery
of this Agreement (i) for the sale, assignment, conveyance, setting over and
transfer of the Assignment Revenues to the Administrative Agent, (ii) for the
grant by the Grantor of the pledge, assignment and security interest granted
hereby with respect to the Assignment Collateral (other than contracts that are
not material or are not Project Contracts) or for the execution, delivery or
performance of this Agreement by the Grantor, (iii) for the perfection or
maintenance of the sale, assignment, conveyance, setting over and transfer
effected hereby with respect to the Assignment Revenues and the pledge,
assignment and security interest created hereby with respect to the Assignment
Collateral (including the first priority nature of such sale, assignment,
conveyance, setting over and transfer by way of security with respect to the
Assignment Revenues and such pledge, assignment and security interest with
respect to the Assignment Collateral) other than the filing of appropriate
financing statements or similar filings in respect of the Assignment Revenues
and Assignment Collateral, in each case, other than contracts that are not
Project Contracts, or (iv) for the exercise by the Administrative Agent of the
rights provided for in this Agreement or the remedies in respect of the
Assignment Revenues and the Assignment Collateral pursuant to this Agreement.

                  (b) Except as otherwise expressly provided in the Credit
Agreement or the Deposit Account Agreement, the Grantor shall obtain, after the
date of the execution and delivery of this Agreement, such other consents,
authorizations, and approvals and obtain such other actions, and provide such
notices to or make such filings with, any Governmental Authority as may be
necessary or reasonably requested by the Administrative Agent or any Secured
Party, after the date of this Agreement (i) for the sale, assignment conveyance,
setting over and transfer of the Assignment Revenues to the Administrative
Agent, (ii) for the grant by the Grantor of the pledge, assignment and security
interest granted hereby or for the execution, delivery or performance of this
Agreement by the Grantor, (iii) for the perfection or maintenance of the sale,
assignment, conveyance, setting over and transfer effected hereby with respect
to the Assignment Revenues and the pledge, assignment and security interest
created hereby with respect to the Assignment Collateral (including the first
priority nature of such sale, assignment, conveyance, setting over and transfer
by way of security with respect to the Assignment Revenues and such pledge,
assignment and security interest with respect to the Assignment Collateral) or
(iv) for the exercise by the Administrative Agent of the rights, remedies and
powers provided for in this Agreement or the remedies in respect of the
Assignment Revenues and the Assignment Collateral pursuant to this Agreement.

                  (c) Notwithstanding any provision of this Agreement, each of
the parties hereto acknowledges and agrees that (i) any reference to assignment
of any right, title or interest in and to any agreement, contract, Contract
Right, chattel paper, Document, instrument, letter of credit, document, lease,
Governmental Approval or other similar right (collectively "Contract
Collateral"), such assignment shall constitute only a grant of a collateral
security interest and not an absolute assignment of rights under any Contract
Collateral, and (ii) to the extent any grant of







                                       13
<PAGE>

a collateral security interest in and to any Contract Collateral would result in
the breach of the instrument, contract, agreement or other document evidencing
or creating such Contract Collateral security interest shall be deemed to be
made subject to obtaining any required consent and approval under such
instrument, contract, agreement or other document for such grant of a security
interest.

                  3.07 Pledged Permits. Upon the occurrence and during the
continuance of an Event of Default and after notice to the Grantor that the
Administrative Agent intends to exercise remedies pursuant to the Financing
Documents, the Grantor shall, at the request of the Administrative Agent, take
such steps requested by the Administrative Agent that are necessary to assist
and cooperate, to the extent within the Grantor's control using commercially
reasonable efforts, in the transfer of the Pledged Permits to the Administrative
Agent or any other party or parties designated by the Administrative Agent
effective upon transfer of title to the applicable Portfolio Assets to which
such Pledged Permits relate, including the filing of a joint application by the
Grantor with the Administrative Agent or the Administrative Agent's designees,
for the transfer of the Pledged Permits pursuant to 18 C.F.R. Part 9 or any
successor or replacement regulations thereto, all pursuant to and to the extent
permitted by applicable Requirements of Law.

                  3.08 Fixture Locations. Schedule 4 hereto sets forth a true
and complete list of all locations where fixtures exist for Ceredo.

                  3.09 Ceredo Bonds. Upon and in the event of any future
issuance of bonds pursuant to Ceredo Bond Indenture, Grantor shall execute and
deliver to the Administrative Agent, for the benefit of the Secured Parties, a
collateral assignment in respect of such bonds, together with appropriate
assignments executed in blank with respect thereto.

                  3.10 Farm Products; Timber; As-Extracted Collateral. As of the
Restructuring Effective Date, none of the Assignment Revenues or the Assignment
Collateral constitutes, or is Proceeds of, farm products, timber to be cut or
as-extracted collateral. If at any time after the Restructuring Effective Date
any of the Assignment Revenues or the Assignment Collateral is farm products,
timber to be cut or as-extracted collateral, in each case with a value in excess
of $500,000 (as reasonably determined by the Grantor), the Grantor shall take
all actions required in accordance with Section 6.02.

                  3.11 Commercial Tort Claims. As to any judgment in respect of
any commercial tort claim having a value in excess of $500,000 of the Grantor
which may arise, the Grantor will notify the Administrative Agent within 45 days
of any such commercial tort claim judgment being entered in favor of the Grantor
arising, and the Grantor will execute and deliver to the Administrative Agent
such additional security agreements or amendments to this Agreement in form and
substance reasonably satisfactory to the Administrative Agent which identify and
assign, pledge and create a valid, perfected security interest in such judgments
in respect of commercial tort claims of the Grantor as they arise.

                  3.12 Letters of Credit. The Grantor will deliver to the
Administrative Agent each letter of credit having a stated amount in excess of
$500,000 in which it is the beneficiary thereof, duly endorsed and accompanied
by duly executed instruments of transfer or assignment,






                                       14
<PAGE>

all in form and substance reasonably satisfactory to the Administrative Agent.
The Grantor will take any and all actions necessary (or requested by the
Administrative Agent), from time to time, to cause the Administrative Agent to
obtain exclusive control of any letter-of-credit rights which have a value
exceeding $500,000 owned by the Grantor in a manner acceptable to the
Administrative Agent.

                  3.13 Chattel Paper. The Grantor will deliver to the
Administrative Agent all tangible chattel paper having a value in excess of
$500,000 duly endorsed and accompanied by duly executed instruments of transfer
or assignment, all in form and substance reasonably satisfactory to the
Administrative Agent. The Grantor will also deliver to the Administrative Agent
all security agreements securing any such chattel paper and execute UCC
financing statement amendments assigning to the Administrative Agent any UCC
financing statements filed by such Grantor in connection with such security
agreements. Each Grantor will mark conspicuously all such chattel paper with a
legend, in form and substance reasonably satisfactory to the Administrative
Agent, indicating that such chattel paper is subject to the security interests
created hereunder.

                  3.14 Bank Accounts. The Grantor shall not maintain any deposit
accounts or securities accounts other than the Accounts.

                  Section 4. SPECIAL PROVISIONS CONCERNING RECEIVABLES; CONTRACT
RIGHTS; INSTRUMENTS.

                  4.01 Additional Representations and Warranties: As of the time
when each Receivable and General Intangible arises, the Grantor shall be deemed
to have represented and warranted, to the knowledge of the Grantor and unless
otherwise promptly disclosed by the Grantor in writing to the Administrative
Agent upon the Grantor obtaining actual knowledge thereof, that such Receivable
or General Intangible, as the case may be, and all records, papers and documents
relating thereto (if any) are genuine and in all respects what they purport to
be, and that all records, papers and documents (if any) relating thereto (i)
will represent the genuine, legal, valid and binding obligation of the account
debtor evidencing indebtedness unpaid and owed by the respective account debtor
arising out of the performance of labor or services or the sale or lease and
delivery of electricity or capacity, or any other merchandise listed therein, or
both, and (ii) are in compliance and will conform with all Requirements of Law,
except to the extent that the failure to comply or conform therewith could not
reasonably be expected to have a Material Adverse Effect.

                  4.02 Maintenance of Records. The Grantor will keep and
maintain at its own cost and expense records consistent with GAAP of the
Assigned Agreements and the Receivables, including the originals of all
documentation (including each Assigned Agreement) with respect thereto, records
of all payments received, all credits granted thereon, but subject in each case
to customary record retention policies, and all other dealings therewith. The
Grantor will make the same available to the Administrative Agent for inspection
pursuant to Section 5.08 of the Credit Agreement.

                  4.03 Payments Under Assigned Agreements, Receivables and
General Intangibles. (a) Non-Payment to the Administrative Agent. If the Grantor
shall receive






                                       15
<PAGE>

payment directly from any party to an Assigned Agreement (including any letter
of credit issued for the benefit of the Grantor in accordance with the terms
thereof) or from any account debtor or other obligor under any Receivable,
General Intangible or any other payments under such Assigned Agreements,
Receivables and General Intangibles, the Grantor shall receive such payments in
a constructive trust for the benefit of the Lenders, shall segregate such
payments from such party's other funds, and shall promptly transmit and deliver
such payments to the Administrative Agent in the same form as so received (with
any necessary endorsement).

                  (b) Application of Funds. All amounts received by the
Administrative Agent pursuant to this Section 4.03 or Section 4.04 shall be
deposited into the Revenue Account and applied as set forth in the Deposit
Account Agreement.

                  4.04 Direction to Account Debtors; Contracting Parties; etc.
The Grantor agrees that the Administrative Agent may, upon reasonable notice to
the Grantor of its failure to do so, directly notify the obligors with respect
to any Receivables, General Intangibles and/or under any Assigned Agreements to
make payments with respect thereto as provided in Sections 2.01(c) and 4.03.
Upon the occurrence and during the continuance of any Event of Default, the
Administrative Agent may apply, without notice to or assent by the Grantor, any
or all amounts then in, or thereafter deposited in, the Accounts in the manner
provided in the Deposit Account Agreement. The reasonable costs and expenses
(including reasonable attorneys' fees) of collection, whether incurred by the
Grantor or the Administrative Agent, shall be borne by the Grantor.

                  4.05 Modification of Terms, etc. Except as otherwise provided
in the Credit Agreement or as permitted in Section 4.06 hereof, (a) the Grantor
shall not rescind or cancel any Indebtedness in any fiscal year in an amount, in
the aggregate, in excess of $500,000 for borrowed money, or modify in any manner
adverse to the Grantor or the Secured Parties any material term thereof, or make
any adjustment materially adverse to the Grantor or the Secured Parties with
respect thereto, or grant any extension for performance of the same, or
compromise or settle any dispute, claim, suit or legal proceeding relating
thereto, or sell any Receivable, General Intangible or Assigned Agreements, or
interest therein, without the prior written consent of the Administrative Agent,
which consent the Administrative Agent will not unreasonably withhold, delay or
condition, and (b) the Grantor will duly fulfill all material obligations on its
part to be fulfilled under or in connection with the Receivables, the General
Intangibles and the Assigned Agreements and will do nothing to impair the
security interests of the Administrative Agent (including the creation,
attachment and priority thereof) in the Receivables, the General Intangibles or
the Assigned Agreements.

                  4.06 Collection. The Grantor shall endeavor to cause to be
collected from the account debtor named in the Grantor's Receivables and General
Intangibles or obligor under any Assigned Agreements, and paid by such account
debtor directly to the Revenue Account, as and when due (including amounts which
are delinquent, such amounts to be collected in accordance with generally
accepted lawful collection procedures) any and all amounts owing under or on
account of such Receivable, General Intangible or Assigned Agreements, and apply
promptly upon receipt thereof all such amounts as are so collected to the
outstanding balance of such Receivable, General Intangible or under such
Assigned Agreements, except that, unless an Event






                                       16
<PAGE>

of Default shall have occurred and be continuing (and shall not have been waived
by an appropriate vote or other action by the Required Lenders in accordance
with Section 9.02 of the Credit Agreement), the Grantor may allow in the
ordinary course of business as adjustments to amounts owing under the Grantor's
Receivables, General Intangibles and Assigned Agreements an extension or renewal
of the time or times of payment, or settlement adjustment, release, compromise,
settlement or other similar action for less than the total unpaid balance, which
the Grantor finds appropriate to enhance collectibility in accordance with sound
business judgment. The reasonable costs and expenses (including reasonable
attorneys fees) of collection, whether incurred by the Grantor or the
Administrative Agent, shall be borne by the Grantor.

                  Section 5. SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS
AND TRADEMARKS.

                  5.01 Infringements. Within ten (10) Business Days after a
Responsible Officer of the Borrower obtains actual knowledge thereof, the
Grantor shall notify the Administrative Agent and the Lenders in writing of all
pertinent details available to it, with respect to any infringement or other
violation of the Grantor's rights in, or any claim of any such infringement of,
any, Patent, Copyright or Trademark, whether or not such right is presently held
by the Grantor or third party. As to each such instance, absent the Required
Lenders' authorization to proceed otherwise (as required pursuant to Section
9.02 of the Credit Agreement), which authorization shall not be unreasonably
withheld, delayed or conditioned, and to the extent permitted by applicable
Requirements of Law, the Grantor shall use commercially reasonable efforts to
pursue a remedy.

                  5.02 Other Patents, Copyrights and Trademarks. If the Grantor
hereafter acquires rights in any Patent, Copyright or Trademark, the Grantor
shall deliver to the Administrative Agent and the Lenders within 60 days, a copy
of such Patent, Copyright or Trademark and a first priority perfected security
interest therein or a collateral assignment thereof, as appropriate.

                  5.03 Remedies. If an Event of Default shall occur and be
continuing (and shall not have been waived by an appropriate vote or other
action as required pursuant to Section 9.02 of the Credit Agreement), the
Administrative Agent, acting pursuant to and in accordance with the terms of the
Deposit Account Agreement, the other Financing Documents and applicable
Requirements of Law may (a) declare the entire right, title, and interest of the
Grantor in any Patents, Copyrights and Trademarks vested in the Administrative
Agent, in which event such right, title, and interest immediately shall vest in
the Administrative Agent; and (b) take and practice or use or sell any or all of
such Patents, Copyrights or Trademarks, or take and use or sell the Grantor's
rights in such Patents, Copyrights or Trademarks, along with the goodwill and
all other elements of the Grantor's ongoing business symbolized by such assets
and secured under this Agreement, and the right to carry on the business of the
Grantor in connection with which such assets have been used. The Grantor shall
execute any other and further documents which the Administrative Agent may
request further to confirm the foregoing and to transfer to the Administrative
Agent ownership of the Grantor's rights to such Trademarks, Patents and/or
Copyrights.





                                       17
<PAGE>

                  Section 6. PROVISIONS CONCERNING ALL ASSIGNMENT REVENUES AND
ASSIGNMENT COLLATERAL; INSURANCE.

                  6.01 Protection of the Administrative Agent's Interests. The
Grantor will do nothing to impair the rights of the Administrative Agent or the
Lenders in the Assignment Revenues and the Assignment Collateral, provided,
however, that nothing herein shall prevent the Grantor, prior to the exercise by
the Administrative Agent of any such rights, from undertaking the Grantor's
operations in the ordinary course of business in accordance with the Assigned
Agreements. The Grantor assumes all liability and responsibility in connection
with the Assignment Revenues and the Assignment Collateral and the liability of
the Grantor with respect to the Secured Obligations shall in no way be affected
or diminished by reason of the fact that such Assignment Revenues and Assignment
Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever
unavailable to the Grantor.

                  6.02 Further Actions. The Grantor will, at its own expense,
make, execute, endorse, acknowledge, file and/or deliver to the Administrative
Agent and the Lenders from time to time such lists, descriptions and
designations of the Assignment Revenues and the Assignment Collateral, warehouse
receipts, receipts in the nature of warehouse receipts, bills of lading,
documents of title, bailee and warehousemen acknowledgements, vouchers,
invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other assurances or instruments and take such further steps, relating to the
Assignment Revenues and the Assignment Collateral and other property or rights
covered by the interests hereby granted, which is necessary to perfect, preserve
or protect its ownership and security interests in the Assignment Revenues and
the Assignment Collateral, or as-extracted collateral, through filing,
possession, control or otherwise or is otherwise reasonably requested by the
Administrative Agent; provided, that the foregoing shall not require the Grantor
to obtain any Additional Contract Consent except as reasonably requested by the
Administrative Agent, and, to the extent so requested, the Grantor shall use
commercially reasonable efforts to obtain such Additional Contract Consent.

                  6.03 Financing Statements. The Grantor agrees to execute and
deliver to the Administrative Agent, on behalf of the Lenders, financing
statements, continuation statements, amendments thereto, filings with the United
States Patent and Trademark Office or United States Copyright Office (or any
successor office or any similar office in any other country) or similar
statements or instruments of registration under the law of any jurisdiction, in
form reasonably acceptable to the Administrative Agent, as it may from time to
time reasonably request or as are necessary or desirable in its reasonable
opinion to establish, maintain, perfect, continue, enforce or protect the
security interests contemplated hereunder as valid, enforceable, first priority
security interests as provided herein and the other rights and security
contemplated herein, all in accordance with the UCC as enacted in any and all
relevant jurisdictions or any other applicable Requirement of Law. The Grantor
authorizes the Administrative Agent to authenticate and file any such financing
statements without the signature of the Grantor and naming the Grantor as debtor
and the Administrative Agent as secured party. The Grantor will pay any
applicable filing fees and related expenses under this Section 6.03. Unless
specifically permitted under applicable Requirements of Law, the Grantor shall
not file any amendments or terminations of financing statements filed to
establish and maintain the security interests contemplated hereunder without





                                       18
<PAGE>

the Administrative Agent's authorization, and any such filing made without the
Administrative Agent's authorization, is ineffective.

                  Section 7. REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT.

                  7.01 Remedies; Obtaining the Assignment Collateral Upon
Default. The Grantor agrees that, if any Event of Default shall have occurred
and be continuing (and shall not have been waived by an appropriate vote or
other action by the Required Lenders), then and in every such case, subject to
the terms and provisions of the Credit Agreement and any applicable Requirement
of Law then in effect, the Administrative Agent, in addition to any rights now
or hereafter existing under any applicable Requirement of Law, shall have all
rights as a secured creditor under the UCC or any other applicable Requirement
of Law in all relevant jurisdictions and may, acting pursuant to and in
accordance with the terms of the Credit Agreement:

                  (a) personally, or by agents or attorneys, immediately retake
         possession of the Assignment Collateral or any part thereof, from the
         Grantor or any other Person who then has possession of any part thereof
         with or without notice or process of law, and for that purpose may
         enter upon the Grantor's premises where any of the Assignment
         Collateral is located and remove the same and use in connection with
         such removal any and all services, supplies, aids and other facilities
         of the Grantor; and

                  (b) instruct the obligor or obligors on any agreement,
         instrument or other obligation (including any other Assigned Agreement,
         the General Intangibles and the Receivables) constituting the
         Assignment Revenues and Assignment Collateral to make any payment
         required by the terms of such instrument or agreement directly to the
         Administrative Agent for deposit in the Revenue Account (or any other
         account required or contemplated by the Deposit Account Agreement) and
         application pursuant to the Deposit Account Agreement; and

                  (c) apply all monies, securities and instruments in the
         Revenue Account, and each other Account, in accordance with the Deposit
         Account Agreement; and

                  (d) sell, assign or otherwise liquidate, or direct the Grantor
         to sell, assign or otherwise liquidate, any or all of the Assignment
         Collateral or any part thereof, and take possession of the proceeds of
         any such sale or liquidation for deposit in the Revenue Account (or any
         other account required or contemplated by the Deposit Account
         Agreement) and application pursuant to the Deposit Account Agreement;
         and

                  (e) take possession of the Assignment Collateral or any part
         thereof, by directing the Grantor in writing to deliver the same to the
         Administrative Agent at any place or places designated by the
         Administrative Agent, in which event the Grantor shall at its own
         expense:

                           (i) forthwith cause the same to be moved to the place
                  or places so designated by the Administrative Agent and there
                  delivered to the Administrative Agent,




                                       19
<PAGE>

                           (ii) store and keep any Assignment Collateral so
                  delivered to the Administrative Agent (to the extent not
                  physically delivered to the Administrative Agent) at such
                  place or places pending further action by the Administrative
                  Agent as provided in Section 7.02, and

                           (iii) while such Assignment Collateral shall be so
                  stored and kept, provide such guards and maintenance services
                  as shall be necessary to protect the same and to preserve and
                  maintain them in good condition;

     it being understood that the Grantor's obligation to so deliver the
     Assignment Collateral is of the essence of this Agreement and that,
     accordingly, upon application to a court of equity having jurisdiction, the
     Administrative Agent shall be entitled to a decree requiring specific
     performance by the Grantor of such obligation.

                  7.02 Remedies, Disposition of the Assignment Collateral. Any
Assignment Collateral repossessed by the Administrative Agent under or pursuant
to Section 7.01, and any other Assignment Collateral whether or not so
repossessed by the Administrative Agent, may be sold, assigned, leased or
otherwise disposed of under one or more contracts or as an entirety, and without
the necessity of gathering at the place of sale the property to be sold, and in
general in such manner, at such time or times, at such place or places and on
such terms as the Administrative Agent, acting in good faith, may, upon written
direction in compliance with any applicable Requirement of Law, determine to be
commercially reasonable. Subject to the foregoing, any of the Assignment
Collateral may be sold, leased or otherwise disposed of, in the condition in
which the same existed when taken by the Administrative Agent or after any
overhaul or repair which the Administrative Agent, acting in good faith, shall
determine to be commercially reasonable. Any such disposition which shall be a
private sale or other private proceeding permitted by such requirements shall be
made upon not less than 10 days' written notice to the Grantor (except that, if
the Administrative Agent shall determine, in its sole discretion, that any of
the Collateral threatens to decline quickly in value or to become worthless, any
such sale may be made upon three days' notice to the Grantor)specifying the time
at which such disposition is to be made and the intended sale price or other
consideration therefor, and shall be subject, for the 10 days after the giving
of such notice, to the right of the Grantor or any nominee of the Grantor to
acquire the Assignment Collateral involved at a price or for such other
consideration at least equal to the intended sale price or other consideration
so specified. To the extent permitted by applicable Requirements of Law, the
Administrative Agent on behalf of the Lenders may bid for and become the
purchaser of the Assignment Collateral or any item thereof, offered for sale in
accordance with this Section 7.02. If, under mandatory requirements of any
applicable Requirement of Law, the Administrative Agent shall be required to
make disposition of the Assignment Collateral within a period of time which does
not permit the giving of notice to the Grantor as hereinabove specified, the
Administrative Agent need give the Grantor only such notice of disposition as
shall be reasonably practicable in view of such mandatory requirements of any
applicable Requirement of Law.

                  The Grantor hereby irrevocably appoints the Administrative
Agent as its attorney-in-fact, so that the Administrative Agent, or any Person
empowered by the Administrative Agent, shall, during the continuance of an Event
of Default, be authorized to sell, assign, lease or otherwise dispose of the
Assignment Collateral or any part thereof pursuant to the provisions of






                                       20
<PAGE>

the preceding paragraph, and, in general, to do or cause to be done all such
acts and things which are otherwise required to be done by the Grantor under
this Agreement.

                  7.03 Waiver of Claims. Except as otherwise provided in this
Agreement or in any other Financing Document, THE GRANTOR HEREBY WAIVES, TO THE
EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, NOTICE AND JUDICIAL HEARING
IN CONNECTION WITH THE ADMINISTRATIVE AGENT TAKING POSSESSION OR THE
ADMINISTRATIVE AGENT'S DISPOSITION OF ANY OF THE ASSIGNMENT COLLATERAL, IN EACH
CASE AS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING ANY AND ALL PRIOR
NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT
WHICH THE GRANTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF
THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and the
Grantor hereby further waives, to the extent permitted by applicable
Requirements of Law:

                  (i) all damages occasioned by such taking of possession except
         any damages which are the direct result of the gross negligence or
         willful misconduct of the Administrative Agent, any Lender, or any
         Person acting on its behalf or instruction;

                  (ii) all other requirements as to the time, place and terms of
         sale or other requirements with respect to the enforcement of the
         Administrative Agent's rights hereunder; and

                  (iii) all rights of redemption, appraisement, valuation, stay,
         extension or moratorium now or hereafter in force under any applicable
         Requirement of Law in order to prevent or delay the enforcement of this
         Agreement (including any right to claim that such enforcement should be
         stayed pending the outcome of any other action or proceeding (including
         any arbitration proceeding)) or the absolute sale of the Assignment
         Collateral or any portion thereof, and the Grantor, for itself and all
         who may claim under it, insofar as it or they now or hereafter lawfully
         may, hereby waives the benefit of all such applicable Requirements of
         Law.

To the extent permitted under applicable Requirements of Law, any sale of, or
the grant of options to purchase, or any other realization upon, any Assignment
Collateral shall operate to divest all right, title, interest, claim and demand,
either at law or in equity, of the Grantor therein and thereto, and shall be a
perpetual bar both at law and in equity against the Grantor and against any and
all Persons claiming or attempting to claim the Assignment Collateral so sold,
optioned or realized upon, or any part thereof, from, through and under the
Grantor.

                  7.04 Application of Proceeds. Notwithstanding any other
provision of this Agreement, all payments made under or in connection with this
Agreement, and all moneys collected by the Administrative Agent upon any sale or
other disposition of the Collateral pursuant to this Agreement, including
Sections 7.01 and 7.02 shall be applied in accordance with the Financing
Documents, including that any proceeds of Collateral which remains after payment
in full in cash of the Obligations will be paid to the Collateral Agent for the
benefit of the OPNY Secured Parties for distribution pursuant to the
Intercreditor Agreement and the OPNY Second







                                       21
<PAGE>

Lien Documents, and such proceeds shall constitute proceeds under the OPNY
Second Lien Documents. For the avoidance of doubt, it is understood that the
Grantor shall remain liable to the extent of any deficiency between the amount
of the Proceeds of the Assignment Collateral and the aggregate amount of the
Secured Obligations.

                  7.05 Remedies Cumulative. No failure or delay on the part of
the Administrative Agent or any Lender in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between the Grantor and the Administrative Agent or any Lender shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Financing Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Financing Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent or any Lender would otherwise have. No notice to or demand
on the Grantor in any case shall entitle the Grantor to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Administrative Agent or any Lender to any other or further action
in any circumstances without notice or demand.

                  7.06 Discontinuance of Proceedings. In case the Administrative
Agent shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale, entry or otherwise, and such
proceeding shall have been discontinued or abandoned for any reason or shall
have been determined adversely to the Administrative Agent, then and in every
such case the Grantor, the Administrative Agent and each holder of any of the
Obligations shall be restored to their former positions and rights hereunder
with respect to the Assignment Collateral subject to the security interest
created under this Agreement, and all rights, remedies and powers of the
Administrative Agent shall continue as if no such proceeding had been
instituted.

                  7.07 Grant of License or Sub-License to Use Patent, Trademark,
Copyright and License Collateral. For the purpose of enabling the Administrative
Agent to exercise rights and remedies under this Article VII at such time as the
Administrative Agent shall be lawfully entitled to exercise such rights and
remedies, the Grantor hereby grants to the Administrative Agent an irrevocable,
non-exclusive license (exercisable without payment of royalty or other
compensation to the Grantor) to use, license or sub-license any Patent,
Trademark, Copyright or License (to the extent the Grantor has authority to
sub-license any such License) now owned or licensed or hereafter acquired or
licensed by the Grantor, and wherever the same may be located, and including in
such license reasonable access to all media in which any of the licensed items
may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such license or sub-license by the
Administrative Agent shall be exercised, at the option of the Administrative
Agent, only upon the occurrence and during the continuation of an Event of
Default; provided that any license, sub-license or other transaction entered
into by the Administrative Agent while such Event of Default was continuing in
accordance herewith shall be binding upon the Grantor notwithstanding any
subsequent cure of an Event of Default. The Administrative Agent agrees to apply
the net Proceeds received from any such license as provided in Section 7.04
hereof.






                                       22
<PAGE>

                  Section 8. INDEMNITY; EXPENSES.

         (a) The Grantor agrees to indemnify and hold harmless the
Administrative Agent and each Secured Party from and against any and all claims,
losses and liabilities arising out of or resulting from the Collateral or the
Grantor's pledge and assignment under this Agreement (including enforcement
against the Grantor of this Agreement), except claims, losses or liabilities
resulting from the gross negligence or willful misconduct of any Secured Party
or any other Person designated by any Secured Party to act on its behalf
pursuant to this Agreement.

         (b) The Grantor will upon demand pay to the Administrative Agent or any
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the Administrative Agent or any Secured Party may incur in connection with (i)
the administration of this Agreement, (ii) the sale of, collection from, or
other realization upon, any of the Collateral of the Grantor, (iii) the exercise
or enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the Administrative Agent or any Secured Party hereunder
against the Grantor or (iv) the failure by the Grantor to perform or observe any
of the provisions hereof.

                  Section 9. MISCELLANEOUS.

                  9.01 Notices. All notices hereunder, unless otherwise
specified, shall be given in the manner provided for in Section 9.01 of the
Credit Agreement. Promptly after the execution of any and all material
amendments, supplements and waivers, of and to the Assignment Revenues or
Assignment Collateral, originals, if reasonably available and, if not, copies of
such amendments, supplements and waivers shall be delivered to the
Administrative Agent.

                  9.02 Waiver, Amendment; Severability. No amendment or waiver
of any provision of this Agreement shall be effective unless the same shall be
undertaken and accomplished in accordance with the requirements of Section 9.02
of the Credit Agreement. No delay on the part of any Secured Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial waiver by such Secured Party of any right, power or
remedy preclude any further exercise thereof, or the exercise of any other
right, power or remedy. In case any provision hereof shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions or obligations of such provision or obligation in
any other jurisdiction shall not in any way be affected or impaired thereby.

                  9.03 Obligations Absolute. To the extent permitted by
applicable Requirements of Law, the obligations of the Grantor under this
Agreement are independent of the Secured Obligations, and a separate action or
actions may be brought and prosecuted against the Grantor to enforce this
Agreement, irrespective of whether any action is brought against the Borrower,
any other pledgor or any guarantor of the Secured Obligations or whether the
Borrower, any other pledgor or any guarantor of the Secured Obligations is
joined in any such action or actions. All rights of the Administrative Agent and
the assignment, hypothecation and






                                       23
<PAGE>

security interest hereunder, and all obligations of the Grantor hereunder, shall
be absolute and unconditional, irrespective of:

         (a) any lack of validity or enforceability of this Agreement, the
Credit Agreement, any other Financing Document or any other agreement or
instrument relating to any thereof, the absence of any action to enforce the
same, any release of the Grantor or any other Credit Party, the recovery of any
judgment against the Grantor or any other Credit Party, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of the Grantor;

         (b) any occurrence or condition whatsoever, including (i) any
compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations of the Grantor or any
other Credit Party contained in this Agreement, the Credit Agreement or any
other Financing Document, (ii) any impairment, modification, release or
limitation of the liability of the Grantor or any other Credit Party or any of
their estates in bankruptcy, or any remedy for the enforcement thereof,
resulting from the operation of any present or future provision of any
applicable bankruptcy law, as amended, or other statute or from the decision of
any court, (iii) the assertion or exercise by the Grantor, the Administrative
Agent or any other Secured Party of any rights or remedies, (iv) the assignment
or the purported assignment of any property as security for the Secured
Obligations, including all or any part of the rights of the Grantor under this
Agreement, (v) the extension of the time for payment by the Grantor or any other
Credit Party or any other guarantor of any payments or other sums or any part
thereof owing or payable under any of the terms and provisions of any Financing
Document or of the time for performance by the Grantor or any other Credit Party
of any other obligations under or arising out of any terms or provisions or the
extension of the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Grantor or any other Credit Party set forth in any Financing Document, (vii) the
voluntary or involuntary liquidation, dissolution, sale or other disposition of
all or substantially all of the assets, marshalling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting the Grantor or any other Credit Party or any of their
respective assets, or the disaffirmancy of this Agreement or any Financing
Document in any such proceeding, (viii) the release or discharge of the Grantor
or any other Credit Party from the performance or observance of any agreement,
covenant, term or condition contained in any of such instruments by operation of
law, (ix) the unenforceability of this Agreement or any Financing Document or
(x) any other circumstance which might otherwise constitute a legal or equitable
discharge of a surety or guarantor; or

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

                  9.04 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto and shall inure to the benefit of the Lenders;
provided, however, that the Grantor may not assign or transfer any of its rights
or obligations hereunder without the prior written consent of the







                                       24
<PAGE>

Administrative Agent and each of the Lenders. Any Lender may transfer, assign or
grant all or such relevant part of its rights hereunder in connection with an
assignment or transfer of all or any part of its interest in its Loans in
accordance with the provisions of the Credit Agreement, and such assignee shall
thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise. All agreements, statements, representations and
warranties made by the Grantor herein or in any certificate or other instrument
delivered by the Grantor or on its behalf under this Agreement shall be
considered to have been relied upon by the Lenders and shall survive the
execution and delivery of this Agreement, the Credit Agreement and the other
Financing Documents regardless of any investigation made by the Lenders or on
their behalf.

                  9.05 Headings Descriptive, etc. The headings of the several
sections and subsections of this Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

                  9.06 Governing Law; Submission to Jurisdiction and Venue. (a)
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK OTHER THAN ANY SUCH REQUIREMENT OF LAW THAT WOULD APPLY
THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE AND EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THE GRANTOR AND EACH SECURED PARTY IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

                  (b) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH, THE GRANTOR AND
EACH SECURED PARTY AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE
GRANTOR AND EACH SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS
MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. THE
GRANTOR WAIVES IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF
THE COURT CONSIDERING THE DISPUTE INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS.





                                       25
<PAGE>

                  (c) THE GRANTOR AGREES THAT ANY SECURED PARTY SHALL HAVE THE
RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENT OF LAW, TO PROCEED
AGAINST THE GRANTOR OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY
SELECTED IN GOOD FAITH TO ENABLE ANY SECURED PARTY TO REALIZE ON SUCH PROPERTY,
OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF ANY SECURED
PARTY. THE GRANTOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE
COURT IN WHICH ANY SECURED PARTY HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
PARAGRAPH INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS.

                  (d) THE GRANTOR AND THE SECURED PARTIES EACH WAIVE ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER FINANCING DOCUMENTS. INSTEAD, ANY DISPUTES RESOLVED IN
COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

                  (e) THE GRANTOR HEREBY IRREVOCABLY DESIGNATES NATIONAL
REGISTERED AGENTS, INC., WITH AN ADDRESS AT 875 AVENUE OF THE AMERICAS, SUITE
501, NEW YORK, NEW YORK 10001 AS THE DESIGNEE, APPOINTEE AND AGENT OF THE
GRANTOR TO RECEIVE FOR AND ON BEHALF OF THE GRANTOR SERVICE OF PROCESS IN SUCH
RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY DOCUMENTS RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY MAIL TO THE GRANTOR
AT ITS ADDRESS SET FORTH IN ACCORDANCE WITH SECTION 9.01. THE GRANTOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE GRANTOR AT ITS SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE ON THE DATE OF RECEIPT THEREOF.

                  (f) NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY
PARTY TO THIS AGREEMENT (i) TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR (ii) TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AGAINST ANY PARTY IN ANY
OTHER JURISDICTION, IN EITHER CASE, SOLELY AS PERMITTED IN SUBSECTION (c) OF
THIS SECTION 9.06.

                  9.07 The Grantor's Duties. It is expressly agreed, anything
herein contained to the contrary notwithstanding, that the Grantor shall remain
liable to perform all of the obligations, if any, assumed by it with respect to
the Assignment Revenues or the Assignment Collateral and the Administrative
Agent and the Lenders shall have no obligations or liabilities (except
obligations or liabilities resulting from the gross negligence or willful
misconduct of the Administrative Agent and the Lenders) with respect to any
Assignment Revenues or Assignment






                                       26
<PAGE>

Collateral by reason of or arising out of or in connection with this Agreement,
nor shall the Administrative Agent or the Lenders be required or obligated in
any manner to perform or fulfill any of the obligations of the Grantor under or
with respect to any Assignment Revenues or Assignment Collateral.

                  9.08 Termination; Release. This Agreement shall create a
continuing pledge, assignment of hypothecation of and security interest in the
Collateral and shall remain in full force and effect until no Lender shall have
any Commitment outstanding and until the Notes, together with interest, and all
other secured obligations are indefeasibly paid in full in cash. This Agreement
shall terminate when all Secured Obligations have been indefeasibly paid in full
in cash and all Commitments have been terminated, and the Administrative Agent,
at the written request and expense of the Grantor, will promptly authorize,
execute and deliver, as applicable, to the Grantor the proper instruments (which
may include Uniform Commercial Code termination statements on form UCC-3)
acknowledging the termination of this Agreement, and will promptly duly assign,
transfer and deliver (without recourse and without any representation or
warranty) free from any interest of the Administrative Agent or Lien granted
hereunder such of the Assignment Revenues or Assignment Collateral as may be in
possession of the Administrative Agent and has not theretofore been sold or
otherwise applied or released pursuant to this Agreement, in accordance with the
Intercreditor Agreement or, if the OPMW Second Lien Documents shall have been
terminated pursuant to the terms thereof, to the Grantor together with such
notices to third parties as may be necessary to countermand any notices
previously sent to them pursuant hereto.

                  9.09 Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

                  9.10 Applicability of Deposit Account Agreement. In
amplification of, and notwithstanding any other provisions of this Agreement, in
connection with its obligations hereunder, the Administrative Agent shall have
all of the rights, powers, privileges, exculpations, protections and indemnities
as are provided for or referred to in the Deposit Account Agreement.

                  9.11 Limitation of Recourse. The obligations of the Grantor
hereunder are obligations solely of the Grantor and shall not constitute a debt
or obligation of any direct or indirect, partner, shareholder or other equity
owner of the Grantor or any of their respective directors, officers, agents or
employees (each such Person, a "Non-Recourse Party"). No Non-Recourse Party
shall be liable for any amount payable by the Grantor under this Agreement and
the Secured Parties shall not seek a money judgment or deficiency or personal
judgment against any Non-Recourse Party for payment of the indebtedness payable
by the Grantor evidenced by this Agreement. No property or assets of any
Non-Recourse Party, other than as contemplated in the Financing Documents, shall
be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Grantor with respect to this
Agreement or the other Financing Documents. The foregoing acknowledgments,
agreements and waivers shall be enforceable by any Non-Recourse Party.
Notwithstanding the foregoing, nothing in this Section shall limit or affect or
be construed to limit or affect the obligations and






                                       27
<PAGE>

liabilities of any Credit Party or any other Non-Recourse Party (a) in
accordance with the terms of any Transaction Document creating such liabilities
and obligations to which such Credit Party or Non-Recourse Party is a party, (b)
arising from liability pursuant to any applicable Requirement of Law for such
Credit Party's or such Non-Recourse Party's fraudulent actions, knowing
misrepresentations or willful misconduct or (c) with respect to amounts
distributed to it in violation of Section 6.10 of the Credit Agreement.

                  9.12 Amendment and Restatement. This Agreement is an amendment
and restatement of the Assignment and Security Agreement, dated as of July 28,
1999 (the "Original Agreement") between the Grantor and the Administrative
Agent. It is the intention of the parties that this Agreement amend, restate,
extend and renew the terms and conditions of the Original Agreement and the
liens and security interests created thereby, and is not intended to be a
novation or discharge of the obligations of the Grantor thereunder or the liens
and security interests created thereby. The liens and security interests of the
Original Agreement are hereby ratified, confirmed, renewed, extended, and
brought forward in full force and effect as security for the Obligations.


                  [Remainder of page intentionally left blank.]



                                       28
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.


                     GRANTOR:

                     TWELVEPOLE CREEK, LLC


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

                     Address:      1111 Louisiana Street
                                   Houston, TX 77002
                                   Attn:  Senior Vice President - Finance
                     Telephone:    (713) 207-3160
                     Telecopy:     (713) 207-0988

                     With a copy to:
                     Address:      1111 Louisiana Street
                                   Houston, TX 77002
                                   Attn:  General Counsel
                     Telephone:    (713) 207-7265
                     Telecopy:     (713) 393-0140



                     ADMINISTRATIVE AGENT:

                     BANK OF AMERICA, N.A., as Administrative Agent


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

                     Address:      101 North Tryon Street
                                   NC1-001-08-1
                                   Charlotte, NC  28255
                                   Attn:  Laura S. Ryan
                     Telecopy:     (704) 386-3324



<PAGE>
                                                                     EXHIBIT N-1
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                           A CREDIT LINE DEED OF TRUST

                              AMENDED AND RESTATED
                 CREDIT LINE DEED OF TRUST, SECURITY AGREEMENT,
                FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS
                      (COLLATERAL IS OR INCLUDES FIXTURES)

                          DATED AS OF OCTOBER 28, 2002

                                      FROM

                             TWELVEPOLE CREEK, LLC,

                                     GRANTOR

                                       TO

                     MARY CLARE EROS AND WILLIAM J. POWELL,

                                     TRUSTEE

                                   IN FAVOR OF

                             BANK OF AMERICA, N.A.,

                             AS ADMINISTRATIVE AGENT

                     FOR THE BENEFIT OF THE SECURED PARTIES,

                                   BENEFICIARY

              WALKERS BRANCH OF TWELVEPOLE CREEK, CEREDO DISTRICT,

                           WAYNE COUNTY, WEST VIRGINIA

        THIS DEED OF TRUST DOES NOT COVER REAL PROPERTY PRINCIPALLY IMPROVED OR
        TO BE IMPROVED BY ONE OR MORE STRUCTURES CONTAINING IN THE AGGREGATE NOT
        MORE THAN SIX RESIDENTIAL DWELLING UNITS, EACH DWELLING UNIT HAVING ITS
        OWN SEPARATE COOKING FACILITIES.

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

                              Record and return to:
                                McGuireWoods LLP
                        Bank of America Corporate Center
                       100 North Tryon Street, Suite 2900
                         Charlotte, North Carolina 28202
                        Attention: Marvin L. Rogers, Esq.

<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
Article        Section                                                                    Page
-------        -------                                                                    ----
<S>            <C>                                                                        <C>
ARTICLE I OBLIGATIONS AND THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR.......6

   SECTION 1.01     Obligations..............................................................6
   SECTION 1.02     Continuing Security......................................................7
   SECTION 1.03     Maximum Secured Amount...................................................7
   SECTION 1.04     Title....................................................................7
   SECTION 1.05     Credit Agreement.........................................................8
   SECTION 1.06     Payment of Taxes, Liens and Charges......................................9
   SECTION 1.07     Payment of Closing Costs................................................10
   SECTION 1.08     Maintenance and Operations; Plans; Use..................................10
   SECTION 1.09     Insurance...............................................................11
   SECTION 1.10     [INTENTIONALLY OMITTED.]................................................11
   SECTION 1.11     [INTENTIONALLY OMITTED.]................................................11
   SECTION 1.12     Assignment of Leases and Rents..........................................11
   SECTION 1.13     Restrictions on Transfers and Encumbrances..............................13
   SECTION 1.14     Security Agreement......................................................13
   SECTION 1.15     Filing and Recording....................................................14
   SECTION 1.16     Contract Collateral.....................................................14
   SECTION 1.17     Intentionally Omitted...................................................14
   SECTION 1.18     Further Assurances......................................................14
   SECTION 1.19     Additions to Trust Property.............................................15
   SECTION 1.20     No Claims Against the Trustee or the Beneficiary........................15
   SECTION 1.21     Change in Tax Law.......................................................15
   SECTION 1.22     Ground Lease............................................................16
   SECTION 1.23     Survey of Trust Property................................................17

ARTICLE II DEFAULTS AND REMEDIES............................................................17

   SECTION 2.01     Events of Default.......................................................17
   SECTION 2.02     Demand for Payment......................................................18
   SECTION 2.03     Rights to Take Possession, Operate and Apply Revenues...................18
   SECTION 2.04     Right to Cure the Grantor's Failure to Perform..........................19
   SECTION 2.05     Right to a Receiver.....................................................19
   SECTION 2.06     Foreclosure and Sale....................................................20
   SECTION 2.07     Other Remedies..........................................................21
   SECTION 2.08     Application of Sale Proceeds and Rents..................................22
   SECTION 2.09     The Grantor as Tenant Holding Over......................................22
   SECTION 2.10     Waiver of Appraisement, Valuation, Stay, Extension and Redemption
                    Laws....................................................................22
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>            <C>                                                                        <C>
   SECTION 2.11     Discontinuance of Proceedings...........................................22
   SECTION 2.12     Suits to Protect the Trust Property.....................................23
   SECTION 2.13     Filing Proofs of Claim..................................................23
   SECTION 2.14     Possession by the Beneficiary...........................................23
   SECTION 2.15     Waiver..................................................................23
   SECTION 2.16     Remedies Cumulative.....................................................24


ARTICLE III MISCELLANEOUS...................................................................24

   SECTION 3.01     Partial Invalidity......................................................24
   SECTION 3.02     Notices.................................................................25
   SECTION 3.03     Successors and Assigns..................................................25
   SECTION 3.04     Counterparts............................................................25
   SECTION 3.05     Satisfaction and Cancellation...........................................25
   SECTION 3.06     Definitions.............................................................26
   SECTION 3.07     Other Financing Documents...............................................26
   SECTION 3.08     The Trustee's Powers and Liabilities....................................27
   SECTION 3.09     Subrogation.............................................................28
   SECTION 3.10     Beneficiary Powers......................................................28
   SECTION 3.11     Enforceability of Deed of Trust.........................................28
   SECTION 3.12     Amendments..............................................................28
   SECTION 3.13     Applicable Law..........................................................29
   SECTION 3.14     Limitation of Recourse..................................................29
   SECTION 3.15     Amendment and Restatement...............................................29
</TABLE>



                                       ii
<PAGE>

                              AMENDED AND RESTATED
                 CREDIT LINE DEED OF TRUST, SECURITY AGREEMENT,
                          FIXTURE FILING AND ASSIGNMENT
                               OF LEASES AND RENTS


        THIS AMENDED AND RESTATED CREDIT LINE DEED OF TRUST, SECURITY AGREEMENT,
FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS dated as of October 28, 2002
(this "Deed of Trust"), is made by TWELVEPOLE CREEK, LLC, a Delaware limited
liability company, having an office at 305 6th Street West, P.O. Box 429,
Ceredo, West Virginia 25507-0429, (the "Grantor"), to Mary Clare Eros, a
resident of Jefferson County, West Virginia and William J. Powell, a resident of
Berkley County, West Virginia (hereinafter jointly referred to as "Trustee"),
having an office at c/o Jackson & Kelly PLLC, 310 West Burke Street,
Martinsburg, West Virginia 25401, in favor of BANK OF AMERICA, N.A., as
Administrative Agent for the benefit of the Secured Parties referred to in the
Credit Agreement (as defined below), having an office at 101 North Tryon Street,
NC1-001-08-19, Charlotte, NC 28255 (in such capacity, together with its
successors, substitutes and assigns, the "Beneficiary").

                                    RECITALS:

        A. Reference is hereby made, for all purposes, to (i) that certain
Second Amended and Restated Credit Agreement dated as of October 28, 2002 (as
the same may be amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), by and among Orion Power MidWest, L.P., a Delaware
limited partnership as borrower ("Borrower"), Banc of America Securities LLC and
BNP Paribas, as Lead Arrangers and Joint Book Runners, each other financial
institution which is a signatory thereto or which may hereafter become an
assignee pursuant to Section 9.06 of the Credit Agreement (each, a "Lender" and
collectively the "Lenders"), and the Beneficiary, as Issuing Bank and
Administrative Agent, The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd, and
Bayerische Hypo-Und Vereinsbank AG, New York Branch, as Documentation Agents and
BNP Paribas, as Syndication Agent, (ii) all other documents and instruments that
are collectively defined as the "Financing Documents" in the Credit Agreement. A
copy of the Credit Agreement is available during normal business hours, upon two
days notice, at the offices of the Grantor. All capitalized terms not expressly
defined in this Deed of Trust shall have the meaning given to them, and shall be
subject to the rules of construction set forth, in the Credit Agreement.
Pursuant to the Credit Agreement, the Acquisition Lenders have extended, upon
the terms and subject to the conditions of the Credit Agreement, credit to
Borrower in the aggregate principal amount of up to $973,974,085.00 in the form
of Acquisition Loans as evidenced by promissory notes having a final maturity
date of not later than October 28, 2005 (the "Acquisition Loans") and the
Revolving Lenders have extended, or agreed to extend, credit to Borrower in an
aggregate principal amount of up to $75,000,000.00 in the form of Revolving
Loans made by the Revolving Lenders, as evidenced by promissory notes having a
final maturity date of not later than October 28, 2005 (the "Revolving Loans"
and, together with the Acquisition Loans, the "Loans").

        B. The Grantor is a subsidiary of Borrower and has or will receive both
direct and indirect benefits from the Loans made to Borrower.

<PAGE>

        C. The obligation of the Lenders to make the Loans is conditioned upon,
among other things, the execution and delivery by the Grantor of this Deed of
Trust to secure, subject to the limitations set forth in Section 1.03, the due
and punctual payment and performance of the Obligations (defined below).

                                GRANTING CLAUSES

        NOW, THEREFORE, in consideration of the indebtedness evidenced by the
Notes and the other Financing Documents and in order to secure the due and
punctual payment and performance of the Obligations and intending to be legally
bound hereby, the Grantor hereby gives, grants, Deed of Trusts, bargains, sells,
aliens, enfeoffs, confirms, transfers, sets over, pledges, assigns, hypothecates
and conveys as security, grants a security interest in, hypothecates, Deed of
Trusts, pledges and sets over unto the Trustee IN TRUST FOREVER, with power of
sale, and with deed of trust covenants, subject, however, to Permitted
Encumbrances (as hereinafter defined) and other Permitted Liens, all the
following described property whether now owned or held or hereafter acquired
(collectively, the "Trust Property"):

               (1) (a) the parcel or parcels of land located in Wayne County,
        West Virginia, as more particularly described on Exhibit A-1 hereto (the
        "Fee Interest Land") and (b) the leasehold estate created by and all
        right, title and interest of the lessee or tenant in, to and under that
        certain Lease by and between The County Commission of Wayne County, West
        Virginia, as lessor (the "Ground Lessor") and the Grantor, as lessee,
        dated as of July 1, 2000, as amended pursuant to that certain First
        Amendment to Lease Agreement dated June 1, 2001 (the Lease as amended by
        the First Amendment to Lease Agreement is hereinafter referred to as the
        "Ground Lease"), a memorandum of which Ground Lease is recorded in the
        office of the Clerk of the County Commissioner of Wayne County, West
        Virginia, in Book 31, page 582, covering the parcel or parcels of land
        located in Wayne County, West Virginia, as more particularly described
        on Exhibit A-2 hereto (the "Leasehold Land" and, together with the Fee
        Interest Land, the "Land"), together with any after-acquired estate of
        the Grantor in the Leasehold Land and any option to purchase the
        Leasehold Land now or hereafter existing in favor of the Grantor, and in
        the case of each of (a) and (b) above, together with all rights
        appurtenant thereto, including without limitation, all strips and gores
        within or adjoining the Land, all estate, right, title, interest, claim
        or demand of Grantor in the streets, roads, sidewalks, alleys and ways
        adjacent thereto (whether or not vacated and whether public or private
        and whether open or proposed), all easements over adjoining land granted
        by any easement agreements, covenants or restrictive agreements, all of
        the tenements, hereditaments, easements, reciprocal easement agreements,
        rights pursuant to any trackage agreement, rights to the use of common
        drive entries, rights-of-way and other rights, privileges and
        appurtenances thereunto belonging or in any way pertaining thereto, all
        reversions, remainders, dower and right of dower, curtesy and right of
        curtesy, all of the air space and right to use air space above such
        property, all transferable development rights arising therefrom or
        transferred thereto, all water and water rights and water rights
        applications (whether riparian, appropriative or otherwise, and whether
        or not appurtenant), all pumps, pumping plants, pipes, flumes and
        ditches thereunto appertaining, all rights and ditches for irrigation,
        all utility rights, sewer rights, and any shares of stock evidencing the
        same, all oil, gas and other minerals and mineral substances (which term
        shall include all gypsum,


                                       2
<PAGE>

        anhydrite, coal, lignite, hydrocarbon or other fossil materials or
        substances, fissionable materials or substances and all other minerals
        of any kind or character, whether gaseous, liquid or hard minerals,
        whether similar or dissimilar to those named, whether now or hereafter
        found to exist and whether associated with the surface or mineral
        estate) in, on or under the Land or produced, saved or severed from the
        Land, all mineral, mining, gravel, oil, gas, hydrocarbon rights and
        other rights to produce or share in the production of anything related
        to such property, all drainage, crop, timber, agricultural, and
        horticultural rights with respect to such property, and all other
        appurtenances appurtenant to such property, including without
        limitation, any now or hereafter belonging or in any way appertaining
        thereto, and all claims or demands of the Grantor, either at law or in
        equity, in possession or expectancy, now or hereafter acquired, of, in
        or to the same (the Land and all of the foregoing being sometimes
        referred to herein collectively as the "Premises");

               (2) all of the Grantor's right, title and interest in and to all
        buildings, improvements, fixtures and other structures or improvements
        of any kind now or hereafter erected or located upon the Land,
        including, but not limited to, all building materials, water, sanitary
        and storm sewers, drainage, electricity, steam, gas, telephone and other
        utility facilities, parking areas, roads, driveways, walks and other
        site improvements; and all additions and betterments thereto and all
        renewals, substitutions and replacements thereof, owned or to be owned
        by the Grantor or in which the Grantor has or shall acquire an interest,
        to the extent of the Grantor's interest therein, now or hereafter
        erected or located upon the Land (collectively, the "Improvements");

               (3) AND AS INDEPENDENT AND SEPARATE SECURITY for the payment of
        the Indebtedness and the performance of the obligations and the
        covenants and agreements secured hereby, all of the Grantor's right,
        title and interest in and to the following (collectively, the "Personal
        Property"):

                      (a) All personal property and fixtures of every kind and
               nature whatsoever which are now or hereafter located on, attached
               to, incorporated in (regardless of where located) or affixed to
               the Premises or the Improvements or used or useful in connection
               with the ownership, construction, maintenance, repair,
               reconstruction, alteration, addition, improvement, operation,
               mining, use or occupancy of the Premises or the Improvements,
               including, without limitation, all goods, inventory, construction
               materials, equipment, mining equipment, tools, furniture,
               furnishings, fittings, fixtures, supplies, computers and computer
               programs, carpeting, draperies, blinds, window treatments,
               racking and shelving systems, heating, lighting, plumbing,
               ventilating, air conditioning, refrigerating, incinerating and/or
               compacting plants, systems and equipment, elevators, escalators,
               appliances, stoves, ranges, refrigerators, vacuum, window washing
               and other cleaning and building service systems, call systems,
               sprinkler systems and other fire prevention and extinguishing
               apparatus and materials, cables, antennae, pipes, ducts,
               conduits, machinery, apparatus, motors, dynamos, engines,
               compressors, generators, boilers, stokers, furnaces, pumps,
               tanks, appliances, garbage systems and pest control systems and
               all of the Grantor's present and future "goods", "equipment" and
               "fixtures" (as such terms are defined in the


                                       3
<PAGE>

               Uniform Commercial Code in effect in the State where the Premises
               are located) and other personal property, including without
               limitation any such personal property and fixtures which are
               leased, and all repairs, attachments, betterments, renewals,
               replacements, substitutions and accessions thereof and thereto;
               and

                      (b) all general intangibles now owned or hereafter
               acquired by the Grantor and relating to the design, development,
               operation, management and use of the Premises or the
               Improvements, including, but not limited to, all contract rights,
               trademarks, trade names, logos and other rights relating to the
               name and style under which the Premises and the Improvements are
               operated;

               (4) all of the Grantor's right, title and interest in and to all
        approvals, authorizations, building permits, certificates of occupancy,
        zoning variances, use permits, certifications, entitlements, exemptions,
        franchises, licenses, orders, variances, plat plan approvals,
        environmental approvals, air pollution authorities to construct and
        permits to operate, sewer and waste discharge permits, national
        pollutant discharge elimination system permits, water permits, zoning
        and land use entitlements and all other permits, whether now existing or
        hereafter issued to or obtained by or on behalf of the Grantor, that
        relate to or concern in any way the Premises or the Improvements and are
        given or issued by any governmental or quasi-governmental authority,
        whether now existing or hereafter created (as the same may be amended,
        modified, renewed or extended from time to time, and including all
        substitutions and replacements therefor), all rights under and pursuant
        to all construction, service, engineering, consulting, management,
        access, supply, leasing, architectural and other similar contracts
        relating in any way to the design, construction, management, operation,
        occupancy and/or use of the Premises and Improvements, all rights under
        all purchase agreements, sales agreements, option contracts, land
        contracts and contracts for the sale of oil, gas and other minerals, or
        any of them, that relate to or concern in any way the Premises or the
        Improvements, all abstracts of title, architectural, engineering or
        construction drawings, plans, specifications, operating manuals,
        computer programs, computer data, maps, surveys, soil tests, feasibility
        studies, appraisals, environmental studies, engineering reports and
        similar materials relating to any portion of or all of the Premises and
        Improvements, and all payment and performance bonds or warranties or
        guarantees relating to the Premises or the Improvements, all to the
        extent assignable (collectively, the "Permits, Plans and Contracts");

               (5) all of the Grantor's interest in and rights under all leases
        or licenses (under which the Grantor is landlord or licensor) and
        subleases (under which the Grantor is sublandlord), concession,
        franchise, management, mineral or other agreements relating to the use
        or occupancy of the Premises or the Improvements or any part thereof for
        any purpose, or the extraction or taking of any gas, oil, water or other
        minerals from the Premises, whether now or hereafter existing or entered
        into (including any use or occupancy arrangements created pursuant to
        Section 365(d) of the Bankruptcy Code (as defined in Section 1.01) or
        otherwise in connection with the commencement or continuance of any
        bankruptcy, reorganization, arrangement, insolvency, dissolution,
        receivership or similar proceedings, or any assignment for the benefit
        of creditors, in respect of any tenant or occupant of any portion of the
        Premises or the Improvements),


                                       4
<PAGE>

        and all guaranties thereof and all amendments, modifications,
        supplements, extensions or renewals thereof (collectively, the
        "Leases"), and all rents, issues, profits, revenues, charges, fees,
        receipts, royalties, proceeds from the sale of oil, gas and/or other
        minerals (whether gaseous, liquid or hard minerals, whether similar or
        dissimilar to those named and whether associated with the surface or
        mineral estate), accounts receivable, cash or security deposits and
        other deposits (subject to the prior right of the tenants making such
        deposits) and income, and other benefits now or hereafter derived from
        any portion of the Premises or the Improvements or the use or occupancy
        thereof (including any payments received pursuant to Section 502(b) of
        the Bankruptcy Code or otherwise in connection with the commencement or
        continuance of any bankruptcy, reorganization, arrangement, insolvency,
        dissolution, receivership or similar proceedings, or any assignment for
        the benefit of creditors, in respect of any tenant or other occupants of
        any portion of the Premises or the Improvements and all claims as a
        creditor in connection with any of the foregoing) and all payments of a
        similar nature, now or hereafter, including during any period of
        redemption, derived from the Premises or the Improvements or any other
        portion of the Trust Property and all proceeds from the cancellation,
        surrender, sale or other disposition of the Leases (collectively, the
        "Rents");

               (6) all of the Grantor's right, title and interest in and to all
        refunds or rebates of real and personal property taxes or charges in
        lieu of taxes, heretofore or now or hereafter assessed or levied against
        all or any of the Premises, the Improvements, the Personal Property, the
        Leases, the Rents and the Permits, Plans and Contracts, including
        interest thereon, and the right to receive the same, whether such
        refunds or rebates relate to fiscal periods before or during the term of
        this Deed of Trust;

               (7) all of the Grantor's right, title and interest in and to all
        insurance policies and the proceeds thereof, now or hereafter in effect
        with respect to all or any of the Premises, the Improvements, the
        Personal Property, the Leases, the Rents and the Permits, Plans and
        Contracts, including, without limitation, any and all title insurance
        proceeds, and all unearned premiums and premium refunds, accrued,
        accruing or to accrue under such insurance policies, and all awards made
        for any taking of or damage to all or any of the Premises, the
        Improvements, the Personal Property, the Leases, the Rents and the
        Permits, Plans and Contracts, by eminent domain, or by any purchase in
        lieu thereof, and all awards resulting from a change of grade of streets
        or for severance damages, and all other proceeds of the conversion,
        voluntary or involuntary, of all or any of the Premises, Improvements,
        the Personal Property, the Leases, the Rents and the Permits, Plans and
        Contracts, into cash or other liquidated claims, and all judgments,
        damages, awards, settlements and compensation (including interest
        thereon) heretofore or hereafter made to the present and all subsequent
        owners of the Premises, Improvements, the Personal Property, the Leases,
        the Rents and the Permits, Plans and Contracts, or any part thereof for
        any injury to or decrease in the value thereof for any reason;

               (8) All of the Grantor's right, title and interest in and to the
        following:

                      (a) all right, in the name and on behalf of the Grantor,
               to appear in and defend any action or proceeding brought with
               respect to all or any of the Premises, Improvements, the Personal
               Property, the Leases, the Rents and the


                                       5
<PAGE>

               Permits, Plans and Contracts, and to commence any action or
               proceeding to protect the interest of the Grantor in all or any
               of the Premises, Improvements, the Personal Property, the Leases,
               the Rents and the Permits, Plans and Contracts;

                      (b) all right and power to encumber further all or any of
               the Premises, Improvements, the Personal Property, the Leases,
               the Rents and the Permits, Plans and Contracts, or any part
               thereof;

                      (c) all rights, titles, interests, estates or other
               claims, both in law and in equity, which the Grantor now has or
               may hereafter acquire in any of the Premises, the Improvements,
               the Personal Property, the Leases, the Rents or the Permits,
               Plans and Contracts, or in and to any greater estate in all or
               any of the Premises, the Improvements, the Personal Property, the
               Leases, the Rents and the Permits, Plans and Contracts;

                      (d) all property hereafter acquired or constructed by the
               Grantor of the type described above which shall forthwith, upon
               acquisition or construction thereof by the Grantor and without
               any act or deed by any party, become subject to the lien and
               security interest of this Deed of Trust as if such property were
               now owned by the Grantor and were specifically described in this
               Deed of Trust and were specifically conveyed or encumbered
               hereby;

                      (e) all options to purchase, rights of first refusal,
               renewal rights and other rights and interests of the Grantor
               under the Ground Lease; and

               (9) All accessions, additions or attachments to, and proceeds or
        products of, any of the foregoing.

        TO HAVE AND TO HOLD the Trust Property and the rights and privileges
hereby granted and conveyed or intended to be, unto the Trustee, its successors
and assigns for the uses and purposes herein set forth, for the benefit and
security of the Beneficiary, subject only to the Permitted Encumbrances (as
hereinafter defined) and other Permitted Liens, and to satisfaction and
cancellation as provided in Section 3.05 hereof, IN TRUST, upon the terms and
conditions set forth herein.

                                    ARTICLE I
                      OBLIGATIONS AND THE REPRESENTATIONS,
                     WARRANTIES AND COVENANTS OF THE GRANTOR

        SECTION 1.01 Obligations. This Deed of Trust is executed, acknowledged
and delivered by the Grantor to secure and enforce, and the Trust Property is
security for, the due and punctual payment and performance of (i) all
obligations of Borrower under the Credit Agreement, the Notes and other
Financing Documents to pay or repay the principal of, and accrued and unpaid
interest on the Loans, when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise, (ii) all obligations of
the Grantor under and pursuant to the Twelvepole Guarantee, (iii) all Fees,
reasonable expenses, indemnities and expense reimbursement obligations of
Borrower or any of its Subsidiaries under the Credit


                                       6
<PAGE>

Agreement or any other Financing Documents, including this Deed of Trust, in
respect of the Loans, (iv) all other obligations, covenants and agreements,
monetary or otherwise, of Borrower or any of its Subsidiaries under any
Financing Document to which it is a party, in each case, whether now owing or
hereafter existing, (v) all extensions of credit, disbursements, and advances
made by the Beneficiary for the payment of taxes (excluding income, franchise,
estate, inheritance, transfer or similar entity taxes), common area charges,
maintenance charges, insurance premiums, and all other fees, reasonable expenses
or advances in connection with or relating to the Trust Property, and interest
on such disbursements and other amounts not timely paid in accordance with the
terms of the Credit Agreement, this Deed of Trust and the Financing Documents
(excluding the OPH Membership Interest Pledge Agreement), (vi) all sums with
respect to the foregoing that would become due but for the operation of the
automatic stay under Section 362(a) of Title 11 of the United States Code (the
"Bankruptcy Code"), including, interest, fees and other charges that, but for
the filing of a petition in bankruptcy with respect to Borrower would accrue on
the foregoing whether or not a claim is alleged against Borrower for such sums
in any such bankruptcy proceeding; (vi) other costs incurred for the protection
of the Trust Property or the lien of this Deed of Trust and expenses incurred by
the Beneficiary by reason of the occurrence of an Event of Default, and (vii)
all increases, refinancings, renewals, extensions, amendments, modifications,
restatements, changes and supplements of, or substitutions or replacements for
or related or in connection with all or any part of the Notes, the Credit
Agreement and other Financing Documents (the obligations referred to in clauses
(i) through (vii) inclusive shall hereinafter collectively be called the
"Obligations" and individually as "Obligation"). Copies of all documents
evidencing the Obligations are available during normal business hours, upon two
days notice, at the offices of the Grantor.

        SECTION 1.02 Continuing Security.

        (a). This Deed of Trust shall secure and shall continue to secure the
entire outstanding amount of the Obligations up to the Maximum Secured Amount
until all of the Obligations have been paid in full.

        SECTION 1.03 Maximum Secured Amount.

        (a). THIS IS A CREDIT LINE DEED OF TRUST FOR THE PURPOSES OF W. VA.,
CODE Section 38-1-14, AND SECURES A MAXIMUM AMOUNT NOT TO EXCEED One Billion
Forty Eight Million Nine Hundred Seventy Four Thousand Eight Five Dollars and 70
Cents ($1,048,974,085.70), and this Deed of Trust is also security for the
payment of interest on such principals sums and for taxes, insurance premiums
and other obligations, including interest thereon, undertaken by the Beneficiary
or Trustee pursuant to the provisions of this Deed of Trust. This Deed of Trust
secures future advances that are intended to be obligatory and that the
Beneficiary has agreed to make in accordance with the provisions of the Credit
Agreement and this Deed of Trust.

        The Grantor agrees, covenants, represents and warrants as follows:

        SECTION 1.04 Title.

               (a) The Grantor has (i) good, marketable, indefeasible, fee
        simple title to the Fee Interest Land and Improvements related thereto,
        (ii) good, marketable and


                                       7
<PAGE>

        indefeasible title to its interest in the Ground Lease and the
        Improvements related to the Leasehold Land, and (iii) good and
        marketable title to or valid leasehold, easement or right-of-way
        interests in, all of the other Trust Property, except in each case where
        the failure to have such title or interest could not reasonably be
        expected to have a material adverse effect on the Trust Property. This
        Deed of Trust is and will remain a valid and enforceable first lien on
        (x) the Trust Property in respect of the Fee Interest Land and (y) the
        leasehold estate created by the Ground Lease and the other Trust
        Property in respect of the Leasehold Land, subject to no Liens other
        than the exceptions and encumbrances set forth in Exhibits B-1 and B-2,
        respectively, attached hereto (collectively, the "Permitted
        Encumbrances") and other Permitted Liens.

               (b) [INTENTIONALLY OMITTED]

               (c) The Grantor has good and lawful right and full power and
        authority to encumber or grant a security interest in the Trust
        Property. The Grantor will forever warrant and defend its title to the
        Trust Property, the rights of the Beneficiary therein under this Deed of
        Trust and the validity and priority of the lien of this Deed of Trust
        thereon against the claims of all persons and parties except those
        having rights under the Permitted Encumbrances or other Permitted Liens
        to the extent of those rights.

               (d) This Deed of Trust, when duly recorded in the appropriate
        public records and when financing statements are duly filed in the
        appropriate public records, will create a valid, perfected and
        enforceable lien upon and security interest in, as applicable, all the
        material Trust Property in which a security interest can be perfected.

        SECTION 1.05 Credit Agreement.

               (a) This Deed of Trust is given pursuant to the Credit Agreement.
        Subject to, and without limiting Section 3.07 hereof, each and every
        term and provision of the Credit Agreement, including the rights,
        remedies, obligations, covenants, conditions, agreements, indemnities,
        representations and warranties of the parties thereto shall be
        considered as if a part of this Deed of Trust. Subject to the
        limitations set forth in Section 1.03, this Deed of Trust secures all
        present and future Indebtedness of Borrower and the Grantor in respect
        of loan disbursements made by the Lenders under the Notes, and all other
        Obligations from time to time owing to the Lenders under the Financing
        Documents.

               (b) If any remedy or right of the Trustee or the Beneficiary
        pursuant hereto is acted upon by the Trustee or the Beneficiary or if
        any actions or proceedings (including any bankruptcy, insolvency or
        reorganization proceedings) are commenced in which the Trustee or the
        Beneficiary is made a party and is obliged to defend or uphold or
        enforce this Deed of Trust or the rights of the Trustee or the
        Beneficiary hereunder or the terms of any Lease, or if a condemnation
        proceeding is instituted affecting the Trust Property, the Grantor will
        pay all sums, including reasonable attorneys' fees and disbursements,
        actually incurred (not as imposed by statute) by the Trustee or the
        Beneficiary related to the exercise of any remedy or right of the
        Trustee or the Beneficiary pursuant hereto or for the expense of any
        such action or proceeding together with all other costs (not as


                                       8
<PAGE>

        imposed by statute), disbursements and allowances, interest thereon from
        the date of demand for payment thereof at the Default Rate, and such
        sums and the interest thereon shall, to the extent permissible by
        applicable Requirements of Law, be a lien on the Trust Property prior to
        any right, title to, interest in or claim upon the Trust Property
        attaching or accruing subsequent to the recording of this Deed of Trust
        and, subject to the limitations set forth in Section 1.03, shall be
        secured by this Deed of Trust to the extent permitted by applicable
        Requirements of Law.

               (c) Any payment of amounts due under this Deed of Trust not made
        on or before the due date for such payments shall accrue interest daily
        without notice from the due date until paid at the Default Rate, and
        such interest at the Default Rate shall be immediately due upon demand
        by the Trustee or the Beneficiary.

        SECTION 1.06 Payment of Taxes, Liens and Charges.

               (a) The Grantor will pay and discharge (whether by it or any
        Affiliate, or otherwise) from time to time prior to the time when the
        same shall become delinquent, and before any interest or penalty accrues
        thereon or attaches thereto, all taxes, assessments and governmental
        charges, levies or obligations lawfully imposed upon or assessed against
        the Grantor, the Trust Property or any part thereof or upon the Rents
        from the Trust Property or arising in respect of the occupancy, use or
        possession thereof and all lawful claims or obligations that, if unpaid,
        would become a Lien upon the Trust Property or upon any part thereof;
        except as the validity or amount of such taxes, assessments, charges,
        levies or obligations may be contested by the Grantor in accordance with
        Section 5.12 of the Credit Agreement. Upon the reasonable written
        request of the Administrative Agent, the Grantor shall promptly deliver
        to the Administrative Agent, at the same place as designated in Section
        3.02 below, reasonably satisfactory evidence that all payments required
        under this Section 1.06 have been timely made.

               (b) In the event of the passage of any state, Federal, municipal
        or other governmental law, order, rule or regulation subsequent to the
        date hereof (i) deducting from the value of real property for the
        purpose of taxation any lien or encumbrance thereon or in any manner
        changing or modifying the laws now in force governing the taxation of
        this Deed of Trust or debts secured by mortgages or deeds of trust
        (other than laws governing income, franchise and similar taxes
        generally) or the manner of collecting taxes thereon and (ii) imposing a
        tax to be paid by the Beneficiary, either directly or indirectly, on
        this Deed of Trust or any of the Financing Documents or to require an
        amount of taxes to be withheld or deducted therefrom, upon obtaining
        actual knowledge thereof, the Grantor will promptly notify the
        Beneficiary of such event. In such event the Grantor shall (i) agree to
        enter into such further instruments as may be reasonably necessary or
        desirable to obligate the Grantor to make any applicable additional
        payments and (ii) the Grantor shall make all such additional payments,
        except as such law, order, rule, regulation or payment may be contested
        by the Grantor in good faith and by appropriate proceedings and pursuant
        to which Acceptable Reserves have been established.


                                       9
<PAGE>

               (c) The Grantor shall not apply for or claim any deduction, by
        reason of this Deed of Trust, from the taxable value of any or part of
        the Trust Property. It is expressly agreed that no credit shall be
        claimed or allowed on the interest payable under the Credit Agreement,
        Financing Documents and the Notes because of any taxes or other charges
        paid. If any law is hereafter enacted: (i) deducting from the value of
        real estate, for the purposes of taxation, any lien or encumbrance
        thereon; (ii) revising or changing in any way the laws and ordinances
        now in force for the taxation of mortgages or deeds of trusts or the
        debts secured thereby, or the manner of collection of such taxes; or
        (iii) imposing a tax directly or indirectly on the Beneficiary with
        respect to the Trust Property, the value of the Beneficiary's interest
        therein, or the indebtedness secured by this Deed of Trust; then, and in
        any such event, the entire unpaid balance of the indebtedness secured
        hereby shall, at the option of the Beneficiary, upon ten (10) Business
        Days notice to the Grantor, become immediately due and payable unless,
        to the extent permitted by such law or ordinance, the Grantor is
        authorized to, and does, pay directly, or reimburse the Beneficiary for,
        the full amount of any such tax, assessment, charge or lien. If at any
        time by any Requirement of Law stamps are required on the Notes or any
        other Financing Document, the Grantor shall, upon ten (10) Business Days
        written notice from the Beneficiary, pay for all such stamps together
        with any interest and penalties payable in connection therewith.

        SECTION 1.07 Payment of Closing Costs. The Grantor shall pay all
reasonable costs in connection with, relating to or arising out of the
preparation, execution and recording of this Deed of Trust, including title
company premiums and charges, inspection costs, survey costs, recording fees and
taxes (including without limitation all West Virginia Deed of Trust Recording
Taxes and any other applicable deed of trust recording taxes), reasonable
attorneys', engineers', appraisers' and consultants' fees and disbursements and
all other similar reasonable expenses of every kind.

        SECTION 1.08 Maintenance and Operations; Plans; Use.

               (a) The Grantor will, subject to Section 6.11 of the Credit
        Agreement and Section 8.11 of the Twelvepole Guarantee, (i) operate and
        maintain the Trust Property in accordance with Prudent Industry Practice
        and all applicable material Requirements of Law, except when being
        contested in good faith and by appropriate proceedings and as to which
        Acceptable Reserves have been established, or except where the failure
        to so operate and maintain the Trust Property could not be reasonably
        expected to have a material adverse effect on the Trust Property) and
        (ii) keep proper books of records, and accounts in which full, true and
        correct entries shall be made of all entries shall be made of all of its
        transactions, in accordance with GAAP.

               (b) The Grantor shall at all times comply with its material
        obligations under all recorded restrictions, conditions, easements and
        covenants ("Restrictive Covenants") encumbering the Land and shall duly
        enforce its rights under all Restrictive Covenants encumbering other
        property for the benefit of the Land and/or the Improvements, except
        where the failure to so comply could not reasonably be expected to have
        a material adverse effect on the Trust Property. If the Grantor receives
        any notice (whether oral or written) that any Restrictive Covenant has
        been violated, which violation would be


                                       10
<PAGE>

        reasonably likely to have a material adverse effect on the Trust
        Property, the Grantor shall promptly notify the Beneficiary and take
        such steps as the Beneficiary may reasonably require to correct such
        violation.

        SECTION 1.09 Insurance. The Grantor will keep the Trust Property insured
against such risks, and in the manner, required by the terms of Section 5.06 of
the Credit Agreement. All premiums due under all insurance policies required to
be maintained under Section 5.06 of the Credit Agreement shall be paid timely
by, or on behalf of, the Grantor.

        SECTION 1.10 [INTENTIONALLY OMITTED.]

        SECTION 1.11 [INTENTIONALLY OMITTED.]

        SECTION 1.12 Assignment of Leases and Rents.

               (a) The Grantor hereby irrevocably and absolutely grants,
        transfers and assigns to the Beneficiary all of its right, title and
        interest in and to all Leases, together with any and all extensions and
        renewals thereof for purposes of securing and discharging the
        performance by Borrower and the Grantor of the Obligations. The Grantor
        has not assigned or executed any assignment of, and will not assign or
        execute any assignment of, any Lease or its respective Rents to anyone
        other than the Beneficiary, except as otherwise permitted under the
        Credit Agreement and the other Financing Documents.

               (b) Without the Beneficiary's prior written consent, the Grantor
        will not (i) modify, amend, terminate or consent to the cancellation or
        surrender of any Lease or (ii) consent to an assignment of any tenant's
        interest in any Lease or to a subletting thereof covering a material
        portion of the Trust Property, except, in each case, (x) as may be
        permitted by this Deed of Trust, the Credit Agreement or any other
        Financing Document or (y) to the extent such modification, amendment,
        termination or consent would reasonably be expected to have a material
        adverse effect on the Trust Property.

               (c) Subject to Section 1.12(d) below, the Grantor has assigned
        and transferred to the Beneficiary all of the Grantor's right, title and
        interest in and to the Rents now or hereafter arising, it being intended
        that this assignment establish, subject to Section 1.12(d) below, an
        absolute transfer and assignment of all Rents and all Leases to the
        Beneficiary and not merely to grant a security interest therein. The
        Grantor shall have the license and right, subject to automatic
        revocation as provided in Section 1.12(d) below, to operate and rent,
        lease or let all or any portion of the Trust Property and to collect,
        but not more than one month prior to accrual, all of the Rents. As
        provided in Section 1.12(d) below, the license granted by this Section
        1.12(c) is subject to automatic revocation and thereafter the
        Beneficiary may, in the Grantor's name and stead (with or without first
        taking possession of any of the Trust Property personally or by receiver
        as provided herein) operate the Trust Property and rent, lease or let
        all or any portion of any of the Trust Property to any party or parties
        at such rental and upon such terms as the Beneficiary shall, in its sole
        discretion, determine, and may collect and have the benefit


                                       11
<PAGE>

        of all of such Rents arising from or accruing at any time thereafter or
        that may thereafter become due.

               (d) As long as no Event of Default has occurred and is
        continuing, the license granted under Section 1.12(c) above shall be
        effective and the Beneficiary shall not exercise any of its rights under
        Section 1.12(c) above, and the Grantor shall receive and collect the
        Rents accruing under any Lease pursuant to the revocable license granted
        therein; but upon the occurrence and during the continuance of any Event
        of Default, the license granted under Section 1.12(c) above shall be
        deemed to be automatically revoked and shall terminate automatically
        without notice and the Beneficiary shall be entitled to all of the Rents
        without the necessity of the Beneficiary's taking any action whatsoever,
        and the Rents shall thereupon be deemed to be cash collateral for all
        purposes, including for purposes of Section 363 of the Bankruptcy Code.
        Upon the occurrence and during the continuance of any Event of Default,
        the Beneficiary may receive and collect all Rents and enter upon the
        Premises and Improvements through its officers, agents, employees or
        attorneys for such purpose and for the operation and maintenance
        thereof. Upon the occurrence and during the continuance of an Event of
        Default, the Grantor hereby irrevocably authorizes and directs each
        tenant, if any, and each successor, if any, to the interest of any
        tenant under any Lease, respectively, to rely upon any notice of a
        claimed Event of Default sent by the Beneficiary to any such tenant or
        any of such tenant's successors in interest, and thereafter to pay Rents
        to the Beneficiary without any obligation or right to inquire as to
        whether an Event of Default actually exists and even if notice to the
        contrary is received from the Grantor, who shall have no right or claim
        against any such tenant or successor in interest for any such Rents so
        paid to the Beneficiary. Each tenant or any of such tenant's successors
        in interest from whom the Beneficiary or any officer, agent, attorney or
        employee of the Beneficiary shall have collected any Rents, shall be
        authorized to pay Rents to the Grantor only after such tenant or any of
        such tenant's successors in interest shall have received written notice
        from the Beneficiary that the Event of Default is no longer continuing,
        which notice the Beneficiary shall be obligated to give if the
        Beneficiary determines in its reasonable discretion that such Event of
        Default is no longer continuing (or if ordered by a court or arbitrator
        with jurisdiction), unless and until a further notice of an Event of
        Default is given by the Beneficiary to such tenant or any of such
        tenant's successors in interest.

               (e) The Beneficiary will not become a mortgagee in possession so
        long as it does not enter and take actual possession of the Trust
        Property. In addition, the Beneficiary shall not be responsible or
        liable for performing any of the obligations of the landlord under any
        Lease, for any waste by any tenants, or others, for any dangerous or
        defective conditions of any of the Trust Property, for negligence in the
        management, upkeep, repair or control of any of the Trust Property or
        any other act or omission by any other person.

               (f) Upon the occurrence and during the continuance of an Event of
        Default, the Grantor shall furnish to the Beneficiary, within thirty
        (30) days after a request by the Beneficiary to do so, a written
        statement containing the names of all tenants, subtenants and
        concessionaires of the Premises or Improvements, the terms of any Lease,
        the space occupied and the rentals or license fees payable thereunder.


                                       12
<PAGE>

               (g) If an Event of Default occurs and is continuing, and if there
        is any applicable law requiring the Beneficiary or the Trustee to take
        actual or constructive possession of the Premises (or some action
        equivalent thereto, such as securing the appointment of a receiver) in
        order for the Beneficiary or the Trustee to "perfect" or "activate" its
        rights and remedies as set forth herein, the Grantor hereby waives the
        benefits of any such laws to the maximum extent allowable.

        SECTION 1.13 Restrictions on Transfers and Encumbrances. The Grantor
shall not create or permit to exist any Lien on the Trust Property, other than
any Permitted Lien or Permitted Encumbrance; provided, however, that the Grantor
may grant easements and licenses, enter into easements, leases, subleases, and
enter into other similar agreements relating to the Trust Property in the
ordinary course of business to the extent the same would not reasonably be
expected to have a material adverse effect on the Trust Property and the same
shall be deemed Permitted Encumbrances hereunder. Notwithstanding anything to
the contrary contained in this Deed of Trust or the other Financing Documents,
Grantor shall have the right, at any time, upon ten days advance written notice
to Beneficiary, but without the requirement for consent of the Beneficiary or
any Lender, to convey that certain portion of the Trust Property as more
particularly described on Exhibit C attached hereto (the "Approved Conveyance
Property) to any third party, and in the event of such conveyance, Beneficiary
shall reasonably cooperate with Grantor, at Grantor's sole expense, in
effectuating the release of the Approved Conveyance property from the lien of
this Deed of Trust. Grantor represents that Grantor has been actively marketing
the Approved Conveyance Property for more than one (1) year since October of
2001 and that Grantor has not received an offer for the Approved Conveyance
Property in excess of Fifty Thousand Dollars ($50,000.00).

        SECTION 1.14 Security Agreement. This Deed of Trust is both a mortgage
and grant of real property and a grant of a security interest in personal
property, and shall constitute and serve as a "Security Agreement" (a) with
regard to fixtures, within the meaning of the West Virginia Uniform Commercial
Code (the "WV UCC") and (b) with regard to personal property, within the meaning
of the Delaware Uniform Commercial Code (the "DE UCC"). The Grantor hereby
grants unto the Beneficiary a security interest in and to all the Trust Property
described in this Deed of Trust that is not real property, and simultaneously
with the recording of this Deed of Trust, the Grantor has filed or will file, or
has caused or will cause to be filed, UCC financing statements, and will file
continuation statements prior to the lapse thereof, at the appropriate offices
in the State of Delaware to perfect the security interest granted by this Deed
of Trust in all of Trust Property that is not real property. The Grantor hereby
appoints the Beneficiary as its true and lawful attorney-in-fact and agent, for
the Grantor and in its name, place and stead, in any and all capacities, to
execute any document and to file the same in the appropriate offices (to the
extent it may lawfully do so), and to perform each and every act and thing
requisite and necessary to be done to perfect the security interest hereby
granted. The Grantor hereby authorizes the Beneficiary to file one or more
financing or continuation statements and amendments thereto, relative to all or
any part of the Trust Property without the signature of the Grantor where
permitted by applicable Requirements of Law. The Beneficiary shall have all
rights with respect to the part of the Trust Property that is the subject of a
security interest afforded by the WV UCC and the DE UCC in addition to, but not
in limitation of, the other rights afforded the Trustee and the Beneficiary
hereunder. The Grantor agrees, to the extent permitted by applicable
Requirements of Law, that: (i) all of the goods described within the


                                       13
<PAGE>

definition of the word "Personal Property" are or are to become fixtures on the
Land; (ii) this Deed of Trust upon filing or recording in the office designated
for the filing or recording of a record of a deed of trust on related real
property shall constitute a financing statement filed as a "fixture filing"
within the meaning of Sections 9-102 and 9-502, and in accordance with Section
9-501, of the WV UCC and (iii) the Grantor is the record owner of the Premises.
Additionally, this Deed of Trust shall constitute a financing statement covering
fixtures and/or minerals or the like (including oil and gas) and/or accounts
resulting from the sale thereof at the wellhead or minehead and, as such, shall
be filed or recorded in the office designated for the filing or recording of a
record of a deed of trust on related real property and in the office of the
Delaware Secretary of State. The registration number assigned to the Grantor by
the Secretary of State of Delaware is 3165827.

        SECTION 1.15 Filing and Recording. The Grantor will cause this Deed of
Trust, any other security instrument creating a security interest in or
evidencing the lien hereof upon the Trust Property and each instrument of
further assurance to be filed, registered or recorded in such manner and in such
places as may be required by any present or future law in order to publish
notice of and to protect fully the liens and security interests of the Trustee
and the Beneficiary hereby granted in and upon the Trust Property. The Grantor
will pay all filing, registration, stamps and/or recording fees, and all
reasonable expenses incidental to the execution and acknowledgment of this Deed
of Trust, any deed of trust supplemental hereto, any security instrument with
respect to the Trust Property, and any instrument of further assurance and all
Federal, state, county and municipal recording, documentary or intangible taxes
and other taxes, duties, imposts, assessments and charges arising out of or in
connection with the execution, delivery and recording of this Deed of Trust, any
deed or trust supplemental hereto, any security instrument with respect to the
Trust Property or any instrument of further assurance.

        SECTION 1.16 Contract Collateral. Notwithstanding any provision of this
Agreement, but subject to and without limiting Section 2.09, each of the parties
hereto acknowledges and agrees that (i) any reference to assignment of any
right, title or interest in and to any agreement, contract, contract right,
chattel paper, instrument, letter of credit, document, lease, Governmental
Approval or other similar right (collectively "Contract Collateral"), such
assignment shall constitute only a grant of a collateral security interest and
not an absolute assignment of rights under any Contract Collateral, and (ii)
except as otherwise provided in the DE UCC, to the extent any grant of a
collateral security interest in and to any Contract Collateral would result in
the breach of the instrument, contract, agreement or other document evidencing
or creating such Contract Collateral, such security interest shall be deemed to
be made subject to obtaining any required consent and approval under such
instrument, contract, agreement or other document for such grant of a security
interest.

        SECTION 1.17 Intentionally Omitted.

        SECTION 1.18 Further Assurances. Upon demand by the Beneficiary, the
Grantor will, at the sole cost of the Grantor and without expense to the
Beneficiary, do, execute, acknowledge and/or deliver all such further acts,
deeds, conveyances, deeds of trust, assignments, notices of assignment,
transfers and assurances as the Beneficiary shall from time to time reasonably
require for the better assuring, conveying, assigning, transferring and
confirming unto the Beneficiary the property and rights hereby conveyed or
assigned or intended


                                       14
<PAGE>

now or hereafter so to be, or which the Grantor may be or may hereafter become
bound to convey or assign to the Beneficiary, or for carrying out the intention
or facilitating the performance of the terms of this Deed of Trust, or for
filing, registering or recording this Deed of Trust, and on demand, the Grantor
will also execute and deliver and hereby appoints the Beneficiary, as its true
and lawful attorney-in-fact and agent for the Grantor and in its name, place and
stead, in any and all capacities, to execute and file to the extent it may do so
under applicable Requirements of Law and under the terms of the Credit Agreement
or this Deed of Trust, one or more financing statements, chattel mortgages or
comparable security instruments reasonably required by the Beneficiary to
evidence or perfect the liens and security interests hereby granted and to
perform each and every act and thing requisite and necessary to be done to
accomplish the same.

        SECTION 1.19 Additions to Trust Property. All right, title and interest
of the Grantor in and to all extensions, improvements, betterments, renewals,
substitutes and replacements of, and all additions and appurtenances to, the
Trust Property hereafter acquired by or released to the Grantor or constructed,
assembled or placed by the Grantor upon the Premises or the Improvements, and
all conversions of the security constituted thereby, immediately upon such
acquisition, release, construction, assembling, placement or conversion, as the
case may be, and in each such case without any further deed of trust,
conveyance, assignment or other act by the Grantor, shall become subject to the
liens and security interests of this Deed of Trust as fully and completely and
with the same effect as though now owned by the Grantor and specifically
described in the grant of the Trust Property above, but at any and all times the
Grantor will execute and deliver to the Beneficiary any and all such further
assurances, deeds of trust, conveyances or assignments thereof as the
Beneficiary may reasonably require for the purpose of expressly and specifically
subjecting the same to the liens and security interests of this Deed of Trust.

        SECTION 1.20 No Claims Against the Trustee or the Beneficiary. Nothing
contained in this Deed of Trust shall constitute any consent or request by the
Trustee or the Beneficiary, express or implied, for the performance of any labor
or services or the furnishing of any materials or other property in respect of
the Trust Property or any part thereof, nor as giving the Grantor any right,
power or authority to contract for or permit the performance of any labor or
services or the furnishing of any materials or other property in such fashion as
would permit the making of any claim against the Trustee or the Beneficiary in
respect thereof.

        SECTION 1.21 Change in Tax Law. Upon the enactment of or change in
(including, without limitation, a change in interpretation of) any applicable
law (a) deducting or allowing the Grantor to deduct from the value of the Trust
Property for the purpose of taxation any lien or security interest thereon or
(b) subjecting the Beneficiary to any tax (excluding income, franchise, estate,
inheritance, transfer or similar entity taxes) or changing the basis of taxation
of mortgages, deeds of trust, or other liens or debts secured thereby, or the
manner of collection of such taxes, in each such case, so as to affect this Deed
of Trust, the Obligations or the Beneficiary (but excluding income, franchise,
estate, inheritance, transfer or similar entity taxes), and the result is to
increase the taxes imposed upon or the cost to the Beneficiary of maintaining
the Obligations, or to reduce the amount of any payments receivable hereunder,
then, and in any such event, if the Beneficiary has received notice of such
change from, or demand for payment of amounts arising from such change from, the
relevant Governmental


                                       15
<PAGE>

Authority, then the Grantor shall, upon the earlier to occur of (i) ten (10)
Business Days after the Beneficiary delivers to the Grantor notice of
Beneficiary's receipt of such notice or demand and (ii) the date such payment is
due, or, if the Beneficiary has not received any notice or demand from a
Governmental Authority, then the Grantor shall, on demand, pay to the
Beneficiary additional amounts to compensate for such increased costs or reduced
amounts, provided that if any such payment or reimbursement shall be unlawful,
or taxable to the Beneficiary and not reimbursed as set forth herein, or would
constitute usury or render the Obligations wholly or partially usurious under
applicable law, then the Beneficiary may, within ten (10) Business Days after
notice thereof, require the Grantor to pay or reimburse the Beneficiary for
payment of the lawful and non-usurious portion thereof. If the Grantor fails to
pay such amounts within such time, then the Beneficiary may declare the
Obligations immediately due and payable.

        SECTION 1.22 Ground Lease.

               (a) The Grantor shall (i) pay all rent, additional rent and other
        sums as and when due under the Ground Lease, and, at the Beneficiary's
        request, deliver to the Beneficiary receipts from the Ground Lessor
        evidencing the payment thereof, (ii) promptly and faithfully perform and
        comply with all of the other terms, covenants and conditions of the
        Ground Lease to be performed or complied with by the Grantor, (iii)
        enforce all of its rights and all of the Ground Lessor's obligations
        under the Ground Lease and (iv) maintain the Ground Lease in full force
        and effect in accordance with the terms thereof.

               (b) The Grantor shall not modify in any respect, supplement,
        terminate or surrender, or cause or permit the modification, amendment,
        termination or surrender of the Ground Lease, without the Beneficiary's
        prior consent, and the Grantor hereby relinquishes and assigns to the
        Beneficiary all of its right, power and authority to so modify,
        supplement, terminate or surrender the Ground Lease. Any such
        modification, supplement, amendment, termination or surrender of the
        Ground Lease without the Beneficiary's prior consent shall be void and
        of no force and effect. In addition, the Grantor shall not waive or
        release the Ground Lessor from any of its obligations under the Ground
        Lease.

               (c) Within ten (10) Business Days of a Responsible Officer
        obtaining actual knowledge thereto, the Grantor shall (i) notify the
        Beneficiary of any default by the Ground Lessor in the performance of
        any of its obligations under the Ground Lease or of the occurrence of
        any event which, with the lapse of time, the giving of notice or both,
        would constitute such a default and (ii) send to the Beneficiary a copy
        of any notice which the Grantor receives from the Ground Lessor with
        respect to termination of the Ground Lease or default in the Grantor's
        obligations under the Ground Lease. The Grantor shall give to the Ground
        Lessor such notices as the Beneficiary may reasonably require to protect
        its security as a leasehold mortgagee. Within ten Business Days of a
        Responsible Officer obtaining actual knowledge thereto, the Grantor
        shall promptly notify the Beneficiary of all increases in rent payable
        under the Ground Lease.

               (d) If any default with respect to the Grantor's obligations
        under the Ground Lease occurs and is continuing (a "Ground Lease
        Default"), the Beneficiary, without


                                       16
<PAGE>

        waiving or releasing any Event of Default under this Deed of Trust and
        without any obligation to do so, may make any payment or take such
        action as may be necessary in the Beneficiary's opinion to prevent or
        cure the Ground Lease Default regardless of whether any grace period in
        the Ground Lease shall have expired. Although not a condition precedent
        to the Beneficiary's exercise of its rights under this Section 1.22(d),
        the Beneficiary may conclusively rely upon any notice of a Ground Lease
        Default which it receives from the Ground Lessor even if the Grantor may
        question or deny the existence of the Ground Lease Default. In order to
        prevent or cure a Ground Lease Default, the Beneficiary shall have the
        absolute and immediate right to enter upon the Premises to such extent
        and as often as the Beneficiary in its reasonable discretion deems
        necessary. The Grantor shall pay to the Beneficiary upon demand all
        reasonable sums expended and costs incurred by the Beneficiary in
        exercising its rights under this Section 1.22(d), together with interest
        thereon at the Default Rate, and all such sums, costs and interest shall
        be secured by this Deed of Trust. The foregoing rights of the
        Beneficiary shall be in addition to and not exclusive of any other right
        or remedy available to the Beneficiary under this Deed of Trust.

               (e) No release or forbearance by the Ground Lessor of any of the
        Grantor's obligations under the Ground Lease shall release the Grantor
        from any of its obligations under this Deed of Trust.

               (f) If the fee simple title to the Leasehold Land and the
        Grantor's leasehold interest therein shall be held by the same party,
        the interest in the Leasehold Land and the Improvements thereon granted
        to the Trustee pursuant to this Deed of Trust shall not terminate or be
        merged, and this Deed of Trust shall remain in full force and effect. If
        the Grantor now owns or shall acquire fee simple title to the Leasehold
        Land, or any other right, title, interest or estate therein, the lien of
        this Deed of Trust shall immediately attach thereto, and in confirmation
        thereof the Grantor does hereby grant and convey unto the Trustee, with
        the power of sale, any after-acquired interest in the Leasehold Land
        upon the terms and conditions of this Deed of Trust. The Grantor also
        shall execute any instruments which the Beneficiary may require to
        effect or confirm the foregoing.

        SECTION 1.23 Survey of Trust Property. To the best of Grantor's
knowledge, except as otherwise disclosed in Exhibit D attached hereto, there are
no unrecorded improvements, additions, easements or rights of way located on the
Trust Property that are not shown on that certain survey made by Diamond
Engineering, Inc. dated January 9, 2001, revised January 19, 2001, and last
revised February 9, 2001, and as re-inspected by Diamond Engineering, inc. on
September 27, 2002.

                                   ARTICLE II
                              DEFAULTS AND REMEDIES

        SECTION 2.01 Events of Default. It shall be an Event of Default under
this Deed of Trust if (i) any Event of Default (as defined in the Credit
Agreement) shall exist under the Credit Agreement or (ii) the Grantor fails to
comply with, or otherwise defaults in, any of the terms and provisions of the
Ground Lease and failure or default continues for the applicable grace period
under the Ground Lease, if any.


                                       17
<PAGE>

        SECTION 2.02 Demand for Payment. Upon the occurrence and during the
continuance of any Event of Default, in addition to any other rights and
remedies the Beneficiary may have pursuant to the Financing Documents, or as
provided at law or in equity, and without limitation, the Obligations and all
other amounts payable with respect to this Deed of Trust shall become due and
payable to the extent provided in the Credit Agreement. The Grantor hereby
waives notice of presentment, demand, protest, acceleration and notice of
acceleration. In case the Grantor shall fail forthwith to pay such amounts or
any amounts due under any provision of this Deed of Trust upon the Beneficiary's
demand, but in accordance with the Credit Agreement, the Trustee or the
Beneficiary, in addition to any other rights or remedies provided herein or at
law or equity, shall be entitled and empowered to institute an action or
proceeding at law or in equity as advised by counsel for the collection of the
sums so due and unpaid, to prosecute any such action or proceedings to judgment
or final decree, to enforce any such judgment or final decree against the
Grantor and to collect, in any manner provided by law, all moneys adjudged or
decreed to be payable.

        SECTION 2.03 Rights to Take Possession, Operate and Apply Revenues.

               (a) If an Event of Default shall occur and be continuing, the
        Grantor shall, upon demand of the Beneficiary forthwith surrender to the
        Beneficiary actual possession of the Trust Property and, if and to the
        extent permitted by applicable law, the Beneficiary itself, or by such
        officers or agents as it may appoint, may then enter and take possession
        of all the Trust Property with or without the appointment of a receiver
        or an application therefor, exclude the Grantor and its agents and
        employees wholly therefrom, and have access to the books, papers and
        accounts of the Grantor.

               (b) If the Grantor shall for any reason fail to surrender or
        deliver the Trust Property or any part thereof after such demand by the
        Beneficiary as provided in the preceding clause (a), the Beneficiary may
        obtain a judgment or decree conferring upon the Beneficiary the right to
        immediate possession or requiring the Grantor to deliver immediate
        possession of the Trust Property to the Beneficiary, to the entry of
        which judgment or decree the Grantor hereby specifically consents. The
        Grantor will pay to the Beneficiary, promptly pay all out-of-pocket
        costs and other reasonable expenses in connection with enforcing this
        Deed of Trust, including all reasonable fees and expenses of attorneys
        and paralegals (including reasonable charges for inside counsel); and
        subject to the limitations set forth in Section 1.03, all such expenses
        and compensation shall, until paid, be secured by this Deed of Trust.

               (c) If an Event of Default shall occur and be continuing, the
        Beneficiary may hold, store, use, operate, manage and control the Trust
        Property, conduct the business thereof and, from time to time, (i) make
        all necessary, proper and reasonable maintenance, repairs, renewals,
        replacements, additions, betterments and improvements thereto and
        thereon, (ii) purchase or otherwise acquire additional fixtures,
        personalty and other property, (iii) insure or keep the Trust Property
        insured, (iv) manage and operate the Trust Property and exercise all the
        rights and powers of the Grantor to the same extent as the Grantor could
        in its own name or otherwise with respect to the same or (v) enter into
        any and all agreements with respect to the exercise by others of any of
        the powers herein granted to the Beneficiary, all as may from time to
        time be directed or determined by the


                                       18
<PAGE>

        Beneficiary to be in its best interest and the Grantor hereby appoints
        the Beneficiary as its true and lawful attorney-in-fact and agent, for
        the Grantor and in its name, place and stead, in any and all capacities,
        to perform any of the foregoing acts. Regardless of whether or not
        Beneficiary has entered or taken possession, the Beneficiary may receive
        and, so long as any Event of Default exists, collect and receive all the
        Rents, issues, profits and revenues from the Trust Property, including
        those past due as well as those accruing thereafter, and, after
        deducting (i) all expenses of taking, holding, managing and operating
        the Trust Property (including compensation for the services of all
        persons employed for such purposes), (ii) the costs of all such
        maintenance, repairs, renewals, replacements, additions, betterments,
        improvements, purchases and acquisitions, (iii) the costs of insurance,
        (iv) such taxes, assessments and other similar charges as the
        Beneficiary may at its option pay, (v) other proper charges upon the
        Trust Property or any part thereof and (vi) the reasonable compensation,
        expenses and disbursements of the attorneys and agents of the
        Beneficiary, the Beneficiary shall apply the remainder of the moneys and
        proceeds so received in accordance with the terms and conditions of the
        Deposit Account Agreement and the Intercreditor Agreement.

               (d) Whenever, before any sale of the Trust Property under Section
        2.06 hereof, all Obligations that are then due shall have been paid and
        all Events of Default fully cured, the Beneficiary will surrender
        possession of the Trust Property back to the Grantor, its successors or
        assigns. The same right of taking possession shall, however, arise again
        if any subsequent Event of Default shall occur and be continuing.

        SECTION 2.04 Right to Cure the Grantor's Failure to Perform. Upon the
occurrence and during the continuance of an Event of Default, at any time
thereafter and without notice, should the Grantor fail in the payment,
performance or observance of any term, covenant or condition required by this
Deed of Trust or the Credit Agreement or any other Financing Document (with
respect to the Trust Property), the Beneficiary may pay, perform or observe the
same, and, subject to the limitations set forth in Section 1.03, all payments
made or costs or expenses incurred by the Beneficiary in connection therewith
shall be secured hereby and shall be, without demand, immediately repaid by the
Grantor to the Beneficiary with interest thereon at the Default Rate. The
Beneficiary shall make the determination as to the necessity for any such
actions and of the amounts to be paid. Subject to the notice provisions of the
first sentence of this Section 2.04, to the maximum extent permitted by
Requirements of Law, the Beneficiary is hereby empowered to enter and to
authorize others to enter upon the Premises or the Improvements or any part
thereof for the purpose of performing or observing any such defaulted term,
covenant or condition without having any obligation to so perform or observe and
without thereby becoming liable to the Grantor, to any person in possession
holding under the Grantor or to any other person.

        SECTION 2.05 Right to a Receiver. If an Event of Default shall occur and
be continuing the Beneficiary, upon application to a court of competent
jurisdiction, shall be entitled as a matter of right to the appointment of a
receiver to take possession of and to operate the Trust Property and to collect
and apply the Rents. The Grantor hereby consents to such appointment and
acknowledges and agrees that the Beneficiary shall be entitled to such
appointment without notice and without regard for the adequacy of security for
the Obligations or the solvency of the Grantor or any party liable for the
Obligations and without regard to the


                                       19
<PAGE>

then value of the Trust Property and without regard to whether the Grantor has
committed waste or allowed deterioration of the Trust Property; and the
Beneficiary or an agent of the Beneficiary may be appointed as such receiver.
The receiver shall have all of the rights and powers permitted under the laws of
the state wherein the Trust Property is located. The Grantor will pay to the
Beneficiary upon demand all expenses, including receiver's fees, reasonable
attorneys' fees and disbursements that are actually incurred (not as imposed by
statute), costs and agent's compensation incurred pursuant to the provisions of
this Section 2.05; and, subject to the limitations set forth in Section 1.03,
all such expenses shall be secured by this Deed of Trust and shall be, without
demand, immediately repaid by the Grantor to the Beneficiary with interest
thereon at the Default Rate.

        SECTION 2.06 Foreclosure and Sale.

               (a) If an Event of Default shall occur and be continuing, the
        Beneficiary may elect to sell or to cause and direct the Trustee to sell
        the Trust Property or any part of the Trust Property by exercise of the
        power of foreclosure or of sale granted to the Beneficiary by applicable
        Requirements of Law, this Deed of Trust or the Security Agreement. At
        the request of the Beneficiary, Trustee shall proceed to sell the Trust
        Property at a foreclosure sale to satisfy the Obligations secured hereby
        in accordance with the provisions of West Virginia law. A copy of a
        notice of foreclosure sale shall be served on the Grantor by certified
        mail, return receipt requested, directed to the address set forth on
        page one hereof or such other address given to the Beneficiary in
        writing. A notice shall be deemed complete when such notice is mailed to
        the aforesaid address, notwithstanding the fact that such mail may be
        returned as refused or undeliverable. A copy of such notice shall be
        served by certified mail, at least twenty (20) days prior to the sale,
        upon any subordinate lien holder who has previously notified the
        Beneficiary by certified mail of the existence of a subordinate lien.
        The address to which such notice to Beneficiary shall be mailed is set
        forth in Section 3.02 hereof. Grantor hereby waives personal service of
        notice of any sale made hereunder, upon Grantor, its devisees, agents,
        successors or assigns, and also waives the posting of notice of sale at
        the courthouse. Unless otherwise specified by the Beneficiary, all such
        foreclosure sales shall be for cash in hand on day of sale. Upon the
        terms of such sale being complied with, the Trustee shall, by quitclaim
        deed, convey to, and at the cost of, the purchaser or purchasers the
        interest of the Grantor in the property so sold. The Trustee or the
        Beneficiary may postpone any foreclosure or other sale of all or any
        portion of the Trust Property by public announcement at such time and
        place of sale, and from time to time as permitted by applicable
        Requirements of Law thereafter may postpone such sale by public
        announcement or subsequently noticed sale. Except as otherwise required
        by applicable Requirements of Law, without further notice, the Trustee
        or the Beneficiary may make such sale at the time fixed by the last
        postponement, or may, in its discretion, give a new notice of sale. Any
        person, including the Grantor or the Beneficiary or any designee or
        affiliate thereof, may purchase any portion of the Trust Property at
        such sale.

               (b) The Trust Property may be sold subject to unpaid taxes and
        the Permitted Encumbrances, and after deducting all the costs, fees and
        expenses of the Trustee or the Beneficiary, including costs of evidence
        of title in connection with the sale, the Trustee or


                                       20
<PAGE>

        the Beneficiary or an officer that makes any sale shall apply the
        proceeds of sale in the manner set forth in Section [3.08] hereof.

               (c) Any foreclosure or other sale of less than the whole of the
        Trust Property or any defective or irregular sale made hereunder shall
        not exhaust the power of foreclosure or of sale provided for herein; and
        subsequent sales may be made hereunder until the Obligations have been
        satisfied, or the entirety of the Trust Property has been sold. All sums
        collected by the Beneficiary under this Deed of Trust or other Financing
        Documents or under the Notes on account of principal or interest or
        other amounts owing hereunder including costs of collection and
        reasonable attorneys' fees, shall be applied in accordance with the
        terms and conditions of the Deposit Account Agreement and the
        Intercreditor Agreement.

               (d) If an Event of Default shall occur and be continuing, the
        Beneficiary may instead of, or in addition to, exercising the rights
        described in Section 2.06(a) above and either with or without entry or
        taking possession as herein permitted and as permitted by applicable
        Requirements of Law, proceed by a suit or suits in law or in equity or
        by any other appropriate proceeding or remedy (i) to specifically
        enforce payment of some or all of the terms of the Financing Documents
        or the performance of any term, covenant, condition or agreement of this
        Deed of Trust or any other right or (ii) to pursue any other remedy
        available to it, at law or in equity, all as the Beneficiary shall
        determine most effectual for such purposes.

        SECTION 2.07 Other Remedies.

               (a) In case an Event of Default shall occur and be continuing,
        the Beneficiary may also exercise, to the extent not prohibited by
        applicable Requirements of Law, any or all of the remedies available to
        a secured party under the UCC, including, to the extent not prohibited
        by applicable Requirements of Law, the following:

                      (i) In the case of personal property, exercise those
               rights and remedies under other applicable Security Documents.

                      (ii) To make such payments and do such acts as the
               Beneficiary may deem necessary to protect its security interest
               in the Personal Property including paying, purchasing, contesting
               or compromising any encumbrance, charge or lien that is prior or
               superior to the security interest granted hereunder, and, in
               exercising any such powers or authority, paying all expenses
               incurred in connection therewith.

                      (iii) To enter upon any or all of the Premises or
               Improvements to exercise the Beneficiary's rights hereunder.

               (b) In connection with a sale of the Trust Property and the
        application of the proceeds of sale as provided in Section 2.08 of this
        Deed of Trust, the Beneficiary shall be entitled to enforce payment of
        and to receive up to the principal amount of the Obligations, plus all
        other charges, payments and costs due under this Deed of Trust, and


                                       21
<PAGE>

        to recover a deficiency judgment for any portion of the aggregate
        principal amount of the Obligations remaining unpaid, with interest.

        SECTION 2.08 Application of Sale Proceeds and Rents. After any
foreclosure sale of all or any of the Trust Property, (i) the Trustee or the
Beneficiary shall receive the proceeds of sale in accordance with the applicable
statutory requirements, (ii) no purchaser shall be required to see to the
application of the proceeds and (iii) the Trustee or the Beneficiary shall apply
the proceeds of the sale together with any Rents that may have been collected
and any other sums that then may be held by the Trustee or the Beneficiary under
this Deed of Trust in accordance with the Deposit Account Agreement and the
Intercreditor Agreement.

        Upon any sale of the Trust Property by the Trustee or the Beneficiary
(including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Trustee or the officer making the sale shall be
a sufficient discharge to the purchaser or purchasers of the Trust Property so
sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Trustee or the
Beneficiary or such officer or be answerable in any way for the misapplication
thereof.

        SECTION 2.09 The Grantor as Tenant Holding Over. If the Grantor remains
in possession of any of the Trust Property after any foreclosure sale by the
Trustee or the Beneficiary, at the Beneficiary's election the Grantor shall be
deemed a tenant holding over and shall forthwith surrender possession to the
purchaser or purchasers at such sale or be summarily dispossessed or evicted
according to provisions of Requirements of Law applicable to tenants holding
over.

        SECTION 2.10 Waiver of Appraisement, Valuation, Stay, Extension and
Redemption Laws.

               (a) The Grantor will not object to any sale of the Trust Property
        pursuant hereto, and for itself and all who may claim under it, the
        Grantor waives, to the extent that it lawfully may under applicable
        Requirements of Law, all right to have the Trust Property marshalled or
        to have the Trust Property sold as separate estates, parcels, tracts or
        units in the event of any foreclosure of this Deed of Trust.

               (b) To the full extent permitted by applicable Requirements of
        Law, neither the Grantor nor anyone claiming through or under it shall
        or will set up, claim or seek to take advantage of any appraisement,
        valuation, stay, extension, homestead-exemption or redemption laws now
        or hereafter in force in order to prevent or hinder the enforcement or
        foreclosure of this Deed of Trust, the absolute sale of the Trust
        Property or the final and absolute putting of the purchasers into
        possession thereof immediately after any sale; and the Grantor, for
        itself and all who may at any time claim through or under it, hereby
        waives to the full extent that it may lawfully do so, the benefit of all
        such laws and any and all right to have the assets covered by the
        security interest created hereby marshalled upon any foreclosure of this
        Deed of Trust.

        SECTION 2.11 Discontinuance of Proceedings. In case the Trustee or the
Beneficiary shall proceed to enforce any right, power or remedy under this Deed
of Trust by


                                       22
<PAGE>

foreclosure, entry or otherwise, and such proceedings shall be discontinued or
abandoned for any reason, or shall be determined adversely to the Trustee or the
Beneficiary, then and in every such case the Grantor, the Trustee and the
Beneficiary shall be restored to their former positions and rights hereunder,
and all rights, powers and remedies of the Trustee or the Beneficiary shall
continue as if no such proceeding had been taken.

        SECTION 2.12 Suits to Protect the Trust Property. During the continuance
of an Event of Default, the Trustee or the Beneficiary shall have power (a) to
institute and maintain suits and proceedings to prevent any impairment of the
Trust Property by any acts which may be unlawful or in violation of this Deed of
Trust, (b) to preserve or protect its interest in the Trust Property and in the
Rents arising therefrom and (c) to restrain the enforcement of or compliance
with any legislation or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of or compliance with
such enactment, rule or order would impair the security or be prejudicial to the
interest of the Trustee or the Beneficiary hereunder.

        SECTION 2.13 Filing Proofs of Claim. In case of any receivership,
insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or
other proceedings affecting the Grantor, the Beneficiary shall, to the extent
permitted by applicable Requirements of Law, be entitled to file such proofs of
claim and other documents as may be necessary or advisable in order to have the
claims of the Beneficiary allowed in such proceedings for the Obligations
secured by this Deed of Trust at the date of the institution of such proceedings
and for any interest accrued, late charges and additional interest or other
amounts due or that may become due and payable hereunder after such date.

        SECTION 2.14 Possession by the Beneficiary. Notwithstanding the
appointment of any receiver, liquidator or trustee of the Grantor, any of its
property or the Trust Property, the Beneficiary shall be entitled, to the extent
not prohibited by applicable Requirements of Law, to remain in possession and
control of all parts of the Trust Property now or hereafter granted under this
Deed of Trust in accordance with the terms hereof and applicable Requirements of
Law and the Intercreditor Agreement.

        SECTION 2.15 Waiver.

               (a) No delay or failure by the Trustee or the Beneficiary to
        exercise any right, power or remedy accruing upon or during the
        continuance of any Event of Default shall exhaust or impair any such
        right, power or remedy or be construed to be a waiver of any such Event
        of Default or acquiescence therein; and every right, power and remedy
        given by this Deed of Trust to the Trustee or the Beneficiary may be
        exercised from time to time and as often as may be deemed expedient by
        the Trustee or the Beneficiary. No consent or waiver by the Trustee or
        the Beneficiary to or of any breach, default or Event of Default by the
        Grantor in the performance of the Obligations shall be deemed or
        construed to be a consent or waiver to or of any other breach, default
        or Event of Default in the performance of the same or any other
        Obligations by the Grantor hereunder. No failure on the part of the
        Trustee or the Beneficiary to complain of any act or failure to act or
        to declare an Event of Default, irrespective of how long such failure
        continues, shall


                                       23
<PAGE>

        constitute a waiver by the Trustee or the Beneficiary of its rights
        hereunder or impair any rights, powers or remedies consequent on any
        future Event of Default by the Grantor.

               (b) Even if the Trustee or the Beneficiary (i) grants some
        forbearance or an extension of time for the payment of any sums secured
        hereby, (ii) takes other or additional security for the payment of any
        sums secured hereby, (iii) waives or does not exercise some right
        granted herein or under the Financing Documents, (iv) releases a part of
        the Trust Property from this Deed of Trust, (v) agrees to change some of
        the terms, covenants, conditions or agreements of any of the Financing
        Documents, (vi) consents to the filing of a map, plat or replat
        affecting the Premises, (vii) consents to the granting of an easement or
        other right affecting the Premises or (viii) makes or consents to an
        agreement subordinating the Beneficiary's lien on the Trust Property
        hereunder; no such act or omission shall preclude the Trustee or the
        Beneficiary from exercising any other right, power or privilege herein
        granted or intended to be granted in the event and during the
        continuance of any Event of Default then made or of any subsequent Event
        of Default; nor, except as otherwise expressly provided in an instrument
        executed by the Trustee and the Beneficiary, shall this Deed of Trust be
        altered thereby. In the event of the sale or transfer by operation of
        law or otherwise of all or part of the Trust Property, the Beneficiary
        is hereby authorized and empowered to deal with any vendee or transferee
        with reference to the Trust Property secured hereby, or with reference
        to any of the terms, covenants, conditions or agreements hereof, as
        fully and to the same extent as it might deal with the original parties
        hereto and without in any way releasing or discharging any liabilities,
        obligations or undertakings.

        SECTION 2.16 Remedies Cumulative. No right, power or remedy conferred
upon or reserved to the Trustee or the Beneficiary by this Deed of Trust is
intended to be exclusive of any other right, power or remedy, and each and every
such right, power and remedy shall be cumulative and concurrent and in addition
to any other right, power and remedy given hereunder or now or hereafter
existing at law or in equity or by statute; may, to the maximum extent permitted
by applicable Requirements of Law, be pursued separately, successively or
together against the Grantor or the Trust Property, or both, at the sole
discretion of Beneficiary, and may be exercised as often as occasion therefore
shall arise. The delay or failure to exercise any such right or remedy shall in
no event be construed as a waiver or release thereof.

                                   ARTICLE III
                                  MISCELLANEOUS

        SECTION 3.01 Partial Invalidity. If any provision hereof or of any of
the other Financing Documents is invalid or unenforceable in any jurisdiction or
under any circumstances, the other provisions hereof or of those Financing
Documents shall remain in full force and effect in such jurisdiction and the
remaining provisions hereof will be liberally construed in favor of the
Beneficiary in order to carry out the provisions hereof and of such other
Financing Documents. The invalidity of any provision of this Deed of Trust in
any jurisdiction or under any circumstances will not affect the validity or
enforceability of any such provision in any other jurisdiction or under any
other circumstances. If any lien, encumbrance or security interest evidenced or
created by this Deed of Trust is invalid or unenforceable, in whole or in part,
as to any part of the Obligations, or is invalid or unenforceable, in whole or
in part, as to any part of


                                       24
<PAGE>

the Trust Property, such portion, if any, of the Obligations as is not secured
by all of the Trust Property hereunder shall be paid prior to the payment of the
portion of the Obligations and shall, unless prohibited by applicable laws or
unless Beneficiary, in its sole and absolute discretion, otherwise elects, be
deemed to have been first paid on and applied to payment in full of the
unsecured or partially secured portion of the Obligations, and the remainder to
the secured portion of the Obligations.

        SECTION 3.02 Notices.

        (a). All notices hereunder, unless otherwise specified, shall be given
in the manner provided in Section 9.1 of the Credit Agreement and shall be given
to the Beneficiary at its address or telecopy number set forth in the Credit
Agreement and to the Grantor at its address or telecopy number set forth in the
signature page hereof or at any address or telecopy number which such party
shall have specified.

        A copy of any notice of trustee's sale hereunder shall be served on
Grantor by certified mail, return receipt requested, directed to Grantor at the
address stated on page one hereinabove or such other address given to
Beneficiary in writing by Grantor, subsequent to the execution and delivery of
this instrument.

        Any notice of other liens which may be given to Beneficiary pursuant to
W.Va. Code Section 38-1-4 and Section 38-1-14, shall be effective upon the
receipt of such notice, in writing, through the regular United States Mail,
postage prepaid, addressed to the Beneficiary, the beneficial holder of the
Notes and other indebtedness secured hereunder, at its address set forth on page
one of this instrument.

        SECTION 3.03 Successors and Assigns. All of the grants, covenants,
terms, provisions and conditions herein shall run with the Premises and the
Improvements and shall apply to, bind and inure to, the benefit of the
successors and permitted assigns of the Grantor and the successors and assigns
of the Beneficiary.

        SECTION 3.04 Counterparts. This Deed of Trust may be executed in any
number of counterparts and all such counterparts shall together constitute but
one and the same instrument.

        SECTION 3.05 Satisfaction and Cancellation.

               (a) The conveyance to the Trustee of the Trust Property as
        security and for the benefit of the Beneficiary created and consummated
        by this Deed of Trust shall be null and void when all the Obligations
        (other than contingent liabilities that, by their nature, may accrue
        after principal and interest the Obligations have been repaid in full)
        have been indefeasibly paid in full in cash in accordance with the terms
        of the Financing Documents and all Commitments have been terminated.

               (b) In connection with any termination or release pursuant to
        paragraph (a) to the extent applicable, this Deed of Trust shall be
        marked "satisfied" by the Trustee and/or the Beneficiary, and this Deed
        of Trust shall be cancelled of record at the request of the Grantor. The
        Trustee and the Beneficiary shall execute any documents reasonably


                                       25
<PAGE>

        requested by the Grantor to accomplish the foregoing or to accomplish
        any release contemplated by paragraph (a) or (b) of this Section 3.05
        and the Grantor will pay all costs and expenses, including reasonable
        attorneys' fees and disbursements actually incurred (not as imposed by
        statute), incurred by the Beneficiary in connection with the preparation
        and execution of such documents. Upon any such termination or release,
        the Beneficiary will promptly duly assign, transfer and deliver (without
        recourse and without any representation or warranty) free from any
        interest of the Beneficiary or Lien granted hereunder such of the
        Collateral as may be in possession of the Beneficiary in accordance with
        the Intercreditor Agreement or, if the OPNY Second Lien Documents shall
        have terminated pursuant to the terms thereof, to the Grantor.

        SECTION 3.06 Definitions. As used in this Deed of Trust, the singular
shall include the plural as the context requires and the following words and
phrases shall have the following meanings: (a) "including" shall mean "including
without limitation" or "including but not limited to"; (b) "provisions" shall
mean "provisions, terms, covenants and/or conditions"; (c) "lien" shall mean
"lien, charge, encumbrance, security interest, mortgage or deed of trust"; (d)
"obligation" shall mean "obligation, duty, covenant and/or condition"; and (e)
"any of the Trust Property" shall mean "the Trust Property or any part thereof
or interest therein." Any act that the Trustee or the Beneficiary is permitted
to perform hereunder may be performed at any time and from time to time by the
Trustee or the Beneficiary or any person or entity designated by the Trustee or
the Beneficiary. Any act which is prohibited to the Grantor hereunder is also
prohibited to all lessees of any of the Trust Property. Each appointment of the
Trustee or the Beneficiary as attorney-in-fact for the Grantor under the Deed of
Trust is irrevocable, with power of substitution and coupled with an interest.

        SECTION 3.07 Other Financing Documents. The Grantor acknowledges that in
addition to this Deed of Trust, other Financing Documents secure the
Obligations. The Grantor agrees that the lien of this Deed of Trust shall be
absolute and unconditional and shall not in any manner be affected or impaired
by any acts or omissions whatsoever of the Trustee or the Beneficiary and,
without limiting the generality of the foregoing, the lien hereof shall not be
impaired by any acceptance by the Trustee or the Beneficiary of any security for
or guarantees of any of the Obligations hereby secured, or by any failure,
neglect or omission on the part of the Trustee or the Beneficiary to realize
upon or protect any Obligation hereby secured or any collateral security
therefor including the other Financing Documents. Except as provided in Section
3.05(a) hereof, the lien hereof shall not in any manner be impaired or affected
by any release (except as to the property released), sale, pledge, surrender,
compromise, settlement, renewal, extension, indulgence, alteration, changing,
modification or disposition of any of the Obligations secured or of any of the
collateral security therefor, including the other Financing Documents or of any
guarantee thereof, and the Trustee or the Beneficiary may at its discretion
foreclose, exercise any power of sale, or exercise any other remedy available to
it under any or all of the other Financing Documents without first exercising or
enforcing any of its rights and remedies hereunder. Such exercise of the
Trustee's or the Beneficiary's rights and remedies under any or all of the other
Financing Documents shall not in any manner impair the Obligations hereby
secured or the lien of this Deed of Trust and any exercise of the rights or
remedies of the Trustee or the Beneficiary hereunder shall not impair the lien
of any of the other Financing Documents or any of the Trustee's or the
Beneficiary's rights and remedies thereunder. The undersigned specifically
consents and agrees that the Trustee or the Beneficiary


                                       26
<PAGE>

may exercise its rights and remedies hereunder and under the other Financing
Documents separately or concurrently and in any order that it may deem
appropriate, and the undersigned waives any rights of subrogation until the
Obligations are paid in full. In the event of a conflict between the terms and
provisions of this Deed of Trust and the Credit Agreement, both documents shall
be read together and construed, to the fullest extent possible, to be in concert
with each other. In the event of a conflict that cannot be so resolved, the
terms and provisions of the Credit Agreement shall control and govern.

        SECTION 3.08 The Trustee's Powers and Liabilities.

               (a) The Trustee, by acceptance hereof, covenants faithfully to
        perform and fulfill the trusts herein created, being liable, however,
        only for gross negligence, bad faith or willful misconduct. All
        authorities, powers and discretions given in this Deed of Trust to the
        Trustee and/or the Beneficiary may be exercised by either, without the
        other, with the same effect as if exercised jointly.

               (b) The Trustee may resign at any time upon giving 30 days'
        notice in writing to the Grantor and to the Beneficiary.

               (c) Beneficiary may from time to time, for any reason or for no
        reason, substitute another Trustee or Trustees, corporations or persons,
        in place of any Trustee herein named. Upon each such appointment, the
        substituted Trustee or Trustees shall be vested with all the rights,
        titles, interests, powers, duties and trusts conferred upon the Trustee
        herein named. Each appointment and substitution shall be evidenced by an
        instrument in writing, executed and acknowledged by Beneficiary, which
        when recorded in the office of the Clerk of the County Commission of the
        County where the Land is located, shall be conclusive proof of the
        proper substitution and appointment and notice to all parties in
        interest. In the event of the death, removal, resignation, refusal to
        act, inability to act or absence of the Trustee from the state in which
        the premises are located, or in its sole discretion for any reason
        whatsoever, the Beneficiary may, upon notice to the Grantor and without
        specifying the reason therefor and without applying to any court, select
        and appoint a successor trustee, and all powers, rights, duties and
        authority of the former Trustee, as aforesaid, shall thereupon become
        vested in such successor. Such substitute trustee shall not be required
        to give bond for the faithful performance of his duties unless required
        by the Beneficiary. The Grantor hereby ratifies and confirms any and all
        acts that the herein named Trustee, or his successor or successors in
        this trust, shall do lawfully by virtue hereof. The Grantor hereby
        agrees, on behalf of itself and its heirs, executors, administrators and
        assigns, that the recitals contained in any deed or deeds executed in
        due form by any Trustee or substitute trustee, acting under the
        provisions of this instrument, shall be prima facie evidence of the
        facts recited, and that it shall not be necessary to prove in any court,
        otherwise than by such recitals, the existence of the facts essential to
        authorize the execution and delivery of such deed or deeds and the
        passing of title thereby.

               (d) The Trustee shall not be required to see that this Deed of
        Trust is recorded, nor be liable for its validity or its priority as a
        first deed of trust, or otherwise, nor shall the Trustee be answerable
        or responsible for performance or observance of the covenants


                                       27
<PAGE>

        and agreements imposed upon the Grantor or the Beneficiary by this Deed
        of Trust or any other agreement. The Trustee, as well as the
        Beneficiary, shall have authority in their respective discretion to
        employ agents and attorneys in the execution of this trust and to
        protect the interest of the Beneficiary hereunder, and to the extent
        permitted by applicable law they shall be compensated and all expenses
        relating to the employment of such agents and/or attorneys, including
        expenses of litigation, shall be paid out of the proceeds of the sale of
        the Trust Property conveyed hereby should a sale be had, but if no such
        sale be had, all sums so paid out shall be recoverable to the extent
        permitted by applicable law by all remedies at law or in equity.

               (e) The Trustee is hereby authorized to act by agent or attorney
        in the execution of this trust, and it shall not be necessary for any
        Trustee to be present in person at any foreclosure sale.

               (f) If more than one trustee is named hereunder, either Trustee
        may act in the execution of this trust; the authority and power of any
        Trustee so acting shall be as full and complete as if the powers and
        authority granted to Trustees herein jointly had been granted to such
        Trustee alone; and either Trustee may act by agent or attorney. It is
        not necessary for either Trustee to be personally present at any
        foreclosure sale.

        SECTION 3.09 Subrogation. This Deed of Trust is made with full
substitution and subrogation of the Beneficiary in and to all covenants and
warranties by others heretofore given or made in respect of the Trust Property
or any part thereof.

        SECTION 3.10 Beneficiary Powers. Without affecting the liability of any
other Person liable for the payment of any obligations herein mentioned and
without affecting the lien or charge of this Deed of Trust upon any portion of
the Trust Property not then or theretofore released as security for the full
amount of all unpaid Obligations, from time to time, regardless of consideration
and without notice to or consent by the holder of any subordinate lien,
encumbrance, right, title or interest in or to the Trust Property, the
Beneficiary may (a) release any Persons liable for or on any Obligation, (b)
extend the maturity or alter any of the terms of any Obligation, (c) modify the
interest rate payable on the principal balance of the Obligations, (d) grant
other indulgences, (e) release or reconvey, or cause to be released or
reconveyed at any time at the Beneficiary's option any parcel, portion or all of
the Trust Property, (f) take or release any other or additional security for any
obligations herein mentioned or (g) make compositions or other arrangements with
debtors in relation thereto.

        SECTION 3.11 Enforceability of Deed of Trust. This Deed of Trust is
deemed to be and may be enforced from time to time as an assignment, chattel
mortgage, contract, deed of trust, deed to secure debt, financing statement,
real estate mortgage or security agreement, and from time to time as any one or
more thereof, as is appropriate under applicable laws. A carbon, photographic or
other reproduction of this Deed of Trust or any financing statement in
connection herewith shall be sufficient as a financing statement for any and all
purposes.

        SECTION 3.12 Amendments. No amendment, modification or waiver of any
provision of this Deed of Trust and no consent to any departure by the Grantor
or the Beneficiary therefrom shall in any event be effective unless the same
shall be in writing and shall be


                                       28
<PAGE>

executed and delivered in accordance with Section 9.02 of the Credit Agreement,
and then such amendment, modification, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

        SECTION 3.13 Applicable Law. THIS DEED OF TRUST SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF WEST VIRGINIA.

        SECTION 3.14 Limitation of Recourse. The obligations of the Grantor
hereunder and under the other Financing Documents are obligations solely of the
Grantor (other than as expressly assumed by any Credit Party or OPNY Credit
Party pursuant to any Financing Document) and shall not constitute a debt or
obligation of any direct or indirect member, partner or shareholder of Borrower
or any of their respective directors, officers, agents or employees (each such
Person, a "Non-Recourse Party"). No Non-Recourse Party shall be liable for any
amount payable by the Grantor under this Deed of Trust and the Secured Parties
shall not seek a money judgment or deficiency or personal judgment against any
Non-Recourse Party for payment of the indebtedness payable by the Grantor
evidenced by this Deed of Trust. No property or assets of any Non-Recourse Party
other than as contemplated in the Financing Documents, shall be sold, levied
upon or otherwise used to satisfy any judgment rendered in connection with any
action brought against the Grantor with respect to this Deed of Trust or the
other Financing Documents. The foregoing acknowledgments, agreements and waivers
shall be enforceable by any Non-Recourse Party. Notwithstanding the foregoing,
nothing in this Section shall limit or affect or be construed to limit or affect
the obligations and liabilities of any Credit Party, OPNY Credit Party or any
other Non-Recourse Party (a) in accordance with the terms of any Transaction
Document or Financing Document creating such liabilities and obligations to
which such Credit Party, OPNY Credit Party or Non-Recourse Party is a party, or
(b) arising from liability pursuant to applicable Requirements of Law for such
Credit Party's, OPNY Credit Party's or such Non-Recourse Party's fraudulent
actions, knowing misrepresentations or willful misconduct or (c) with respect to
amounts distributed to it in violation of Section 6.10 of the Credit Agreement.

        SECTION 3.15 Amendment and Restatement. This Deed of Trust is an
amendment and restatement of the Credit Line Deed of Trust, Security Agreement,
Fixture Filing and Assignment of Leases and Rents, dated as of February 14, 2001
(the "Original Deed of Trust") among the Grantor, the Trustee and the
Beneficiary recorded in the Clerk of the County Commission of Wayne County, West
Virginia in Deed Book 518, page 709. It is the intention of the parties that
this Deed of Trust amend, restate, extend and renew the terms and conditions of
the Original Deed of Trust and the liens and security interests created thereby,
and is not intended to be a novation or discharge of the obligations of the
Grantor thereunder or the liens and security interests created thereby. The
liens and security interests of the Original Deed of Trust are hereby ratified,
confirmed, renewed, extended, and brought forward in full force and effect as
security for the Obligations.


                                       29
<PAGE>

        IN WITNESS WHEREOF, this Deed of Trust has been duly authorized and has
been executed and delivered, under seal, to the Trustee and the Beneficiary by
the Grantor on the date first above written.

                                      TWELVEPOLE CREEK, LLC

                                      By: Orion Power MidWest, L.P.,
                                          Its Member Manager

                                      By: Orion Power MidWest GP, Inc.,
                                          its general partner

                                      By:______________________________________
                                      Name:
                                      Title


                                      1111 Louisiana Street
                                      Houston, TX 77002
                                      Attn: Senior Vice President -- Finance
                                      Ph.: (713) 207-3160
                                      Fax: (713) 207-0988

                                      With a copy to:
                                      1111 Louisiana Street
                                      Houston, TX 77002
                                      Attn.: General Counsel
                                      Ph.: (713) 207-7265
                                      Fax: (713) 393-0140


Attachments:

Exhibit A-1  - The Fee Interest Land
Exhibit A-2  - The Leasehold Land
Exhibit B-1  - The Fee Interest Land Permitted Encumbrances
Exhibit B-2  - The Leasehold Land Permitted Encumbrances

<PAGE>

STATE OF_________________________

COUNTY OF________________________, to wit:


        The foregoing instrument was acknowledged before me this ____ day of
______________, 2002, by ______________________, the ________________ of Orion
Power MidWest GP, Inc., the general partner of Orion Power MidWest L.P., the
Sole Member of Twelvepole Creek, LLC, a Delaware limited liability company, on
behalf of said limited liability company.

        My Commission expires: _____________


                                        _________________________________
                                            Notary Public


[SEAL]*


*rubber stamp seal, rather than embossed seal, is preferred.


When recorded, return to:

McGuireWoods LLP
Bank of America Corporate Center
100 North Tryon Street, Suite 2900
Charlotte, North Carolina 28202
Attention:  Marvin L. Rogers, Esq.
<PAGE>
                                                                     EXHIBIT N-2
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


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

                              AMENDED AND RESTATED
                     OPEN-END MORTGAGE, SECURITY AGREEMENT,
                FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS

             THIS MORTGAGE SECURES FUTURE AND/OR REVOLVING ADVANCES


                          DATED AS OF OCTOBER 28, 2002

                                      FROM

                           ORION POWER MIDWEST, L.P.,

                                    MORTGAGOR

                                       TO

                             BANK OF AMERICA, N.A.,

                             AS ADMINISTRATIVE AGENT
                     FOR THE BENEFIT OF THE SECURED PARTIES,

                                    MORTGAGEE

[TOWNSHIP OF __________ AND IN THE BOROUGH OF __________, COUNTY OF ___________,
                          COMMONWEALTH OF PENNSYLVANIA]


                                McGuireWoods LLP
                       100 North Tryon Street, Suite 2900
                         Charlotte, North Carolina 28202
                         Attn: Marvin L. Rogers, Esquire


THIS MORTGAGE SECURES FUTURE AND/OR REVOLVING ADVANCES (All notices to be given
to the Mortgagee pursuant to 42 Pa. C.S.A. Section 8143 shall be given as set
forth in Section 4.03 of this Mortgage).

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>            <C>                                                                          <C>
ARTICLE I OBLIGATIONS AND FUTURE ADVANCES....................................................6

Section 1.01   Obligations...................................................................6
Section 1.02   Continuing Security...........................................................6
Section 1.03   Future Advances; Open-End Mortgage; Maximum Principal Amount..................6

ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MORTGAGOR........................7

Section 2.01   Title.........................................................................7
Section 2.02   Credit Agreement..............................................................7
Section 2.03   Payment of Taxes, Liens and Charges...........................................8
Section 2.04   Payment of Closing Costs......................................................9
Section 2.05   Maintenance and Operations; Plans; Use........................................9
Section 2.06   Insurance....................................................................10
Section 2.07   [INTENTIONALLY OMITTED.].....................................................10
Section 2.08   [INTENTIONALLY OMITTED.].....................................................10
Section 2.09   Assignment of Leases and Rents...............................................10
Section 2.10   Restrictions on Transfers and Encumbrances...................................10
Section 2.11   Security Agreement...........................................................10
Section 2.12   Filing and Recording.........................................................11
Section 2.13   Contract Collateral..........................................................11
Section 2.14   [INTENTIONALLY OMITTED]......................................................11
Section 2.15   Further Assurances...........................................................11
Section 2.16   Additions to Mortgaged Property..............................................12
Section 2.17   No Claims Against the Mortgagee..............................................12
Section 2.18   Change in Tax Law............................................................12
Section 2.19   Survey of Mortgaged Property.................................................13

ARTICLE III DEFAULTS AND REMEDIES...........................................................13

Section 3.01   Events of Default............................................................13
Section 3.02   Demand for Payment...........................................................13
Section 3.03   Possession...................................................................14
Section 3.04   Right to Cure the Mortgagor's Failure to Perform.............................15
Section 3.05   Right to a Receiver..........................................................15
Section 3.06   Foreclosure and Sale.........................................................16
Section 3.07   Other Remedies...............................................................17
Section 3.08   Application of Sale Proceeds and Rents.......................................17
Section 3.09   The Mortgagor as Tenant Holding Over.........................................17
Section 3.10   Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws.......18
Section 3.11   Discontinuance of Proceedings................................................18
Section 3.12   Suits to Protect the Mortgaged Property......................................18
Section 3.13   Filing Proofs of Claim.......................................................18
Section 3.14   Possession by the Mortgagee..................................................18
Section 3.15   Waiver........................................................................19
</TABLE>

<PAGE>

<TABLE>
<S>            <C>                                                                          <C>
Section 3.16   Remedies Cumulative..........................................................19

ARTICLE IV MISCELLANEOUS....................................................................20

Section 4.01   Partial Invalidity...........................................................20
Section 4.02   Notices......................................................................20
Section 4.03   Successors and Assigns.......................................................20
Section 4.04   Counterparts.................................................................20
Section 4.05   Satisfaction and Cancellation................................................21
Section 4.06   Definitions..................................................................21
Section 4.07   Other Financing Documents....................................................21
Section 4.08   Subrogation..................................................................22
Section 4.09   Mortgagee Powers.............................................................22
Section 4.10   Enforceability of Mortgage...................................................22
Section 4.11   Amendments...................................................................22
Section 4.12   Applicable Law...............................................................23
Section 4.13   Limitation of Recourse.......................................................23
Section 4.14   Amendment and Restatement....................................................23
</TABLE>


                                       ii
<PAGE>

                              AMENDED AND RESTATED
                     OPEN-END MORTGAGE, SECURITY AGREEMENT,
                          FIXTURE FILING AND ASSIGNMENT
                               OF LEASES AND RENTS


        THIS AMENDED AND RESTATED OPEN-END MORTGAGE, SECURITY AGREEMENT, FIXTURE
FILING AND ASSIGNMENT OF LEASES AND RENTS dated as of October 28, 2002 (this
"Mortgage"), is made by ORION POWER MIDWEST, L.P., a Delaware limited
partnership, having an office at 2000 Cliff Mine Road, Suite 200, Pittsburgh, PA
15275 (the "Mortgagor"), to BANK OF AMERICA, N.A., as Administrative Agent for
the benefit of the Secured Parties referred to in the Credit Agreement (as
defined below), having an office at 101 North Tryon Street, NC1-001-08-19,
Charlotte, NC 28255 (in such capacity, together with its successors, substitutes
and assigns, the "Mortgagee").

                                    RECITALS:

        A. Reference is hereby made, for all purposes, to (i) that certain
Second Amended and Restated Credit Agreement dated as of October 28, 2002 (as
the same may be amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), by and among the Mortgagor, as Borrower, Banc of
America Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book
Runners, each other financial institution which is a signatory thereto or which
may hereafter become an assignee pursuant to Section 9.06 of the Credit
Agreement (each, a "Lender" and collectively the "Lenders"), and the Mortgagee,
as Issuing Bank and Administrative Agent, The Bank of Nova Scotia, Mizuho
Corporate Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as
Documentation Agents and BNP Paribas, as Syndication Agent, and (ii) all other
documents and instruments that are collectively defined as the "Financing
Documents" in the Credit Agreement. All capitalized terms not expressly defined
in this Mortgage shall have the meaning given to them, and shall be subject to
the rules of construction set forth, in the Credit Agreement. Pursuant to the
Credit Agreement, the Acquisition Lenders have extended upon the terms and
subject to the conditions of the Credit Agreement, credit to the Mortgagor in
the aggregate principal amount of up to $973,974,085.00 in the form of
Acquisition Loans as evidenced by promissory notes having a final maturity date
of not later than October 28, 2005 (the "Acquisition Loans") and the Revolving
Lenders have extended, or agreed to extend, credit to the Mortgagor in an
aggregate principal amount of up to $75,000,000.00 in the form of Revolving
Loans made by the Revolving Lenders, as evidenced by promissory notes having a
final maturity date of not later than October 28, 2005 (the "Revolving Loans"
and, together with the Acquisition Loans, the "Loans").

        B. The obligation of the Lenders to make the Loans is conditioned upon,
among other things, the execution and delivery by the Mortgagor of this Mortgage
to secure, subject to the limitations set forth in Section 1.02, the due and
punctual payment and performance of the Obligations (defined below).

<PAGE>

                                GRANTING CLAUSES

        NOW, THEREFORE, in consideration of the indebtedness evidenced by the
Notes and the other Financing Documents and in order to secure the due and
punctual payment and performance of the Obligations and intending to be legally
bound hereby, the Mortgagor hereby mortgages, gives, grants, bargains, sells,
aliens, enfeoffs, confirms, transfers, sets over, pledges, assigns, hypothecates
and conveys as security, grants a security interest in, hypothecates, mortgages,
pledges and sets over unto the Mortgagee, with power of sale, and with mortgage
covenants, subject, however, to Permitted Encumbrances (as hereinafter defined)
and other Permitted Liens, all the following described property whether now
owned or held or hereafter acquired (collectively, the "Mortgaged Property"):

               (1) the parcel or parcels of land located in Allegheny County,
Pennsylvania and in Washington County, Pennsylvania, as more particularly
described on Exhibit A hereto (the "Land"), together with all rights appurtenant
thereto, including without limitation, all strips and gores within or adjoining
the Land, all estate, right, title, interest, claim or demand of the Mortgagor
in the streets, roads, sidewalks, alleys and ways adjacent thereto (whether or
not vacated and whether public or private and whether open or proposed), all
easements over adjoining land granted by any easement agreements, covenants or
restrictive agreements, all of the tenements, hereditaments, easements,
reciprocal easement agreements, rights pursuant to any trackage agreement,
rights to the use of common drive entries, rights-of-way and other rights,
privileges and appurtenances thereunto belonging or in any way pertaining
thereto, all reversions, remainders, dower and right of dower, curtesy and right
of curtesy, all of the air space and right to use air space above such property,
all transferable development rights arising therefrom or transferred thereto,
all water and water rights and water rights applications (whether riparian,
appropriative or otherwise, and whether or not appurtenant), all pumps, pumping
plants, pipes, flumes and ditches thereunto appertaining, all rights and ditches
for irrigation, all utility rights, sewer rights, and any shares of stock
evidencing the same, all oil, gas and other minerals and mineral substances
(which term shall include all gypsum, anhydrite, coal, lignite, hydrocarbon or
other fossil materials or substances, fissionable materials or substances and
all other minerals of any kind or character, whether gaseous, liquid or hard
minerals, whether similar or dissimilar to those named, whether now or hereafter
found to exist and whether associated with the surface or mineral estate) in, on
or under the Land or produced, saved or severed from the Land, all mineral,
mining, gravel, oil, gas, hydrocarbon rights and other rights to produce or
share in the production of anything related to such property, all drainage,
crop, timber, agricultural, and horticultural rights with respect to such
property, and all other appurtenances appurtenant to such property, including
without limitation, any now or hereafter belonging or in any way appertaining
thereto, and all claims or demands of the Mortgagor, either at law or in equity,
in possession or expectancy, now or hereafter acquired, of, in or to the same
(the Land and all of the foregoing being sometimes referred to herein
collectively as the "Premises");

               (2) all of the Mortgagor's right, title and interest in and to
all buildings, improvements, fixtures and other structures or improvements of
any kind now or hereafter erected or located upon the Land, including, but not
limited to, all building materials, water,


                                       2
<PAGE>

sanitary and storm sewers, drainage, electricity, steam, gas, telephone and
other utility facilities, parking areas, roads, driveways, walks and other site
improvements; and all additions and betterments thereto and all renewals,
substitutions and replacements thereof, owned or to be owned by the Mortgagor or
in which the Mortgagor has or shall acquire an interest, to the extent of the
Mortgagor's interest therein, now or hereafter erected or located upon the Land
(collectively, the "Improvements");

               (3) AND AS INDEPENDENT AND SEPARATE SECURITY for the payment of
the Indebtedness and the performance of the obligations and the covenants and
agreements secured hereby, all of the Mortgagor's right, title and interest in
and to the following (collectively, the "Personal Property"):

                      (a) all personal property and fixtures of every kind and
nature whatsoever which are now or hereafter located on, attached to,
incorporated in (regardless of where located) or affixed to the Premises or the
Improvements or used or useful in connection with the ownership, construction,
maintenance, repair, reconstruction, alteration, addition, improvement,
operation, mining, use or occupancy of the Premises or the Improvements,
including, without limitation, all goods, inventory, construction materials,
equipment, mining equipment, tools, furniture, furnishings, fittings, fixtures,
supplies, computers and computer programs, carpeting, draperies, blinds, window
treatments, racking and shelving systems, heating, lighting, plumbing,
ventilating, air conditioning, refrigerating, incinerating and/or compacting
plants, systems and equipment, elevators, escalators, appliances, stoves,
ranges, refrigerators, vacuum, window washing and other cleaning and building
service systems, call systems, sprinkler systems and other fire prevention and
extinguishing apparatus and materials, cables, antennae, pipes, ducts, conduits,
machinery, apparatus, motors, dynamos, engines, compressors, generators,
boilers, stokers, furnaces, pumps, tanks, appliances, garbage systems and pest
control systems and all of the Mortgagor's present and future "goods",
"equipment" and "fixtures" (as such terms are defined in the Pennsylvania
Uniform Commercial Code) and other personal property, including without
limitation any such personal property and fixtures which are leased, and all
repairs, attachments, betterments, renewals, replacements, substitutions and
accessions thereof and thereto; and

                      (b) all general intangibles now owned or hereafter
acquired by the Mortgagor and relating to the design, development, operation,
management and use of the Premises or the Improvements, including, but not
limited to, all contract rights, trademarks, trade names, logos and other rights
relating to the name and style under which the Premises and the Improvements are
operated;

               (4) all of the Mortgagor's right, title and interest in and to
all approvals, authorizations, building permits, certificates of occupancy,
zoning variances, use permits, certifications, entitlements, exemptions,
franchises, licenses, orders, variances, plat plan approvals, environmental
approvals, air pollution authorities to construct and permits to operate, sewer
and waste discharge permits, national pollutant discharge elimination system
permits, water permits, zoning and land use entitlements and all other permits,
whether now existing or hereafter issued to or obtained by or on behalf of the
Mortgagor, that relate to or concern in any way the Premises or the Improvements
and are given or issued by any governmental or quasi-


                                       3
<PAGE>

governmental authority, whether now existing or hereafter created (as the same
may be amended, modified, renewed or extended from time to time, and including
all substitutions and replacements therefor), all rights under and pursuant to
all construction, service, engineering, consulting, management, access, supply,
leasing, architectural and other similar contracts relating in any way to the
design, construction, management, operation, occupancy and/or use of the
Premises and Improvements, all rights under all purchase agreements, sales
agreements, option contracts, land contracts and contracts for the sale of oil,
gas and other minerals, or any of them, that relate to or concern in any way the
Premises or the Improvements, all abstracts of title, architectural, engineering
or construction drawings, plans, specifications, operating manuals, computer
programs, computer data, maps, surveys, soil tests, feasibility studies,
appraisals, environmental studies, engineering reports and similar materials
relating to any portion of or all of the Premises and Improvements, and all
payment and performance bonds or warranties or guarantees relating to the
Premises or the Improvements, all to the extent assignable (collectively, the
"Permits, Plans and Contracts");

               (5) the Mortgagor's interest in and rights under all leases or
licenses (under which the Mortgagor is landlord or licensor) and subleases
(under which the Mortgagor is sublandlord), concession, franchise, management,
mineral or other agreements relating to the use or occupancy of the Premises or
the Improvements or any part thereof for any purpose, or the extraction or
taking of any gas, oil, water or other minerals from the Premises, whether now
or hereafter existing or entered into (including any use or occupancy
arrangements created pursuant to Section 365(d) of the Bankruptcy Code (as
defined in Section 1.01) or otherwise in connection with the commencement or
continuance of any bankruptcy, reorganization, arrangement, insolvency,
dissolution, receivership or similar proceedings, or any assignment for the
benefit of creditors, in respect of any tenant or occupant of any portion of the
Premises or the Improvements), and all guaranties thereof and all amendments,
modifications, supplements, extensions or renewals thereof (collectively, the
"Leases"), and all rents, issues, profits, revenues, charges, fees, receipts,
royalties, proceeds from the sale of oil, gas and/or other minerals (whether
gaseous, liquid or hard minerals, whether similar or dissimilar to those named
and whether associated with the surface or mineral estate), accounts receivable,
cash or security deposits and other deposits (subject to the prior right of the
tenants making such deposits) and income, and other benefits now or hereafter
derived from any portion of the Premises or the Improvements or the use or
occupancy thereof (including any payments received pursuant to Section 502(b) of
the Bankruptcy Code or otherwise in connection with the commencement or
continuance of any bankruptcy, reorganization, arrangement, insolvency,
dissolution, receivership or similar proceedings, or any assignment for the
benefit of creditors, in respect of any tenant or other occupants of any portion
of the Premises or the Improvements and all claims as a creditor in connection
with any of the foregoing) and all payments of a similar nature, now or
hereafter, including during any period of redemption, derived from the Premises
or the Improvements or any other portion of the Mortgaged Property and all
proceeds from the cancellation, surrender, sale or other disposition of the
Leases (collectively, the "Rents");

               (6) all of the Mortgagor's right, title and interest in and to
all refunds or rebates of real and personal property taxes or charges in lieu of
taxes, heretofore or now or hereafter assessed or levied against all or any of
the Premises, the Improvements, the Personal Property, the Leases, the Rents and
the Permits, Plans and Contracts, including interest thereon,


                                       4
<PAGE>

and the right to receive the same, whether such refunds or rebates relate to
fiscal periods before or during the term of this Mortgage;

               (7) all of the Mortgagor's right, title and interest in and to
all insurance policies and the proceeds thereof, now or hereafter in effect with
respect to all or any of the Premises, the Improvements, the Personal Property,
the Leases, the Rents and the Permits, Plans and Contracts, including, without
limitation, any and all title insurance proceeds, and all unearned premiums and
premium refunds, accrued, accruing or to accrue under such insurance policies,
and all awards made for any taking of or damage to all or any of the Premises,
the Improvements, the Personal Property, the Leases, the Rents and the Permits,
Plans and Contracts, by eminent domain, or by any purchase in lieu thereof, and
all awards resulting from a change of grade of streets or for severance damages,
and all other proceeds of the conversion, voluntary or involuntary, of all or
any of the Premises, Improvements, the Personal Property, the Leases, the Rents
and the Permits, Plans and Contracts, into cash or other liquidated claims, and
all judgments, damages, awards, settlements and compensation (including interest
thereon) heretofore or hereafter made to the present and all subsequent owners
of the Premises, Improvements, the Personal Property, the Leases, the Rents and
the Permits, Plans and Contracts, or any part thereof for any injury to or
decrease in the value thereof for any reason;

               (8) all of the Mortgagor's right, title and interest in and to
the following:

                      (a) all right, in the name and on behalf of the Mortgagor,
to appear in and defend any action or proceeding brought with respect to all or
any of the Premises, Improvements, the Personal Property, the Leases, the Rents
and the Permits, Plans and Contracts, and to commence any action or proceeding
to protect the interest of the Mortgagor in all or any of the Premises,
Improvements, the Personal Property, the Leases, the Rents and the Permits,
Plans and Contracts;

                      (b) all right and power to encumber further all or any of
the Premises, Improvements, the Personal Property, the Leases, the Rents and the
Permits, Plans and Contracts, or any part thereof;

                      (c) all rights, titles, interests, estates or other
claims, both in law and in equity, which the Mortgagor now has or may hereafter
acquire in any of the Premises, the Improvements, the Personal Property, the
Leases, the Rents or the Permits, Plans and Contracts, or in and to any greater
estate in all or any of the Premises, the Improvements, the Personal Property,
the Leases, the Rents and the Permits, Plans and Contracts;

                      (d) all property hereafter acquired or constructed by the
Mortgagor of the type described above which shall forthwith, upon acquisition or
construction thereof by the Mortgagor and without any act or deed by any party,
become subject to the lien and security interest of this Mortgage as if such
property were now owned by the Mortgagor and were specifically described in this
Mortgage and were specifically conveyed or encumbered hereby; and


                                       5
<PAGE>

               (9) all accessions, additions or attachments to, and proceeds or
products of, any of the foregoing.

        TO HAVE AND TO HOLD the Mortgaged Property and the rights and privileges
hereby granted and conveyed or intended to be, unto the Mortgagee, its
successors and assigns for the uses and purposes herein set forth, for the
benefit and security of the Mortgagee, subject only to the Permitted
Encumbrances (as hereinafter defined) and other Permitted Liens, upon the terms
and conditions set forth herein.

                                    ARTICLE I
                         OBLIGATIONS AND FUTURE ADVANCES

        Section 1.01 Obligations. This Mortgage is executed, acknowledged and
delivered by the Mortgagor to secure and enforce, and the Mortgaged Property is
security for, the due and punctual payment and performance of (i) all
obligations of the Mortgagor under the Credit Agreement, the Notes and other
Financing Documents to pay or repay the principal of, and accrued and unpaid
interest on, the Loans, when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise, (ii) all Fees,
reasonable expenses, indemnities and expense reimbursement obligations of the
Mortgagor under the Credit Agreement or any other Financing Documents, including
this Mortgage, in respect of the Loans, (iii) all other obligations, covenants
and agreements, monetary or otherwise, of the Mortgagor under any Financing
Document to which it is a party, in each case, whether now owing or hereafter
existing, (iv) all extensions of credit, disbursements, and advances made by the
Mortgagee for the payment of taxes (excluding income, franchise, estate,
inheritance, transfer or similar entity taxes) common area charges, maintenance
charges, insurance premiums, and all other fees, reasonable expenses or advances
in connection with or relating to the Mortgaged Property, and interest on such
disbursements and other amounts not timely paid in accordance with the terms of
the Credit Agreement, this Mortgage and the Financing Documents (excluding the
OPH Membership Interest Pledge Agreement), (v) all sums with respect to the
foregoing that would become due but for the operation of the automatic stay
under Section 362(a) of Title 11 of the United States Code (the "Bankruptcy
Code"), including interest, fees and other charges that, but for the filing of a
petition in bankruptcy with respect to the Mortgagor would accrue on the
foregoing whether or not a claim is alleged against the Mortgagor for such sums
in any such bankruptcy proceeding, (vi) other costs incurred for the protection
of the Mortgaged Property or the lien of this Mortgage and expenses incurred by
the Mortgagee by reason of the occurrence of an Event of Default, and (vii) all
increases, refinancings, renewals, extensions, amendments, modifications,
restatements, changes and supplements of, or substitutions or replacements for
or related or in connection with all or any part of the Notes, the Credit
Agreement and other Financing Documents (the obligations referred to in clauses
(i) through (vii) inclusive shall hereinafter collectively be called the
"Obligations" and individually as "Obligation").

        Section 1.02 Continuing Security This Mortgage shall secure and shall
continue to secure the entire outstanding amount of the Obligations until all of
the Obligations have been paid in full.

        Section 1.03 Future Advances; Open-End Mortgage; Maximum Principal
Amount. This Mortgage is an open-end mortgage as that term is defined in 42 Pa.
C.S.A. Section 8143(f), and


                                       6
<PAGE>

secures future and/or revolving advances made by the Mortgagee This Mortgage
secures the payment of all sums due pursuant to the Notes, the Credit Agreement,
this Mortgage and other Financing Documents, up to a maximum principal amount of
ONE BILLION FORTY-EIGHT MILLION NINE HUNDRED SEVENTY-FOUR THOUSAND EIGHTY FIVE
AND 00/100 DOLLARS ($1,048,974,085.00), plus any other outstanding Obligations
due and owing.

                                   ARTICLE II
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MORTGAGOR

        The Mortgagor agrees, covenants, represents and warrants as follows:

        Section 2.01 Title

        (a) The Mortgagor has good, marketable, indefeasible, fee simple title
to the Land and Improvements and good and marketable title to or valid
leasehold, easement or right-of-way interests in, all of the other Mortgaged
Property, except in each case where the failure to have such title or interest
could not reasonably be expected to have a material adverse effect on the
Mortgaged Property. This Mortgage is and will remain a valid and enforceable
first lien on the Mortgaged Property subject to no Liens other than the
exceptions and encumbrances set forth in Exhibit B attached hereto
(collectively, the "Permitted Encumbrances") and other Permitted Liens.

        (b) [INTENTIONALLY OMITTED.]

        (c) The Mortgagor has good and lawful right and full power and authority
to encumber or grant a security interest in the Mortgaged Property. The
Mortgagor will forever warrant and defend its title to the Mortgaged Property,
the rights of the Mortgagee therein under this Mortgage and the validity and
priority of the lien of this Mortgage thereon against the claims of all persons
and parties except those having rights under the Permitted Encumbrances or other
Permitted Liens to the extent of those rights.

        (d) This Mortgage, when duly recorded in the appropriate public records
and when financing statements are duly filed in the appropriate public records,
will create a valid, perfected and enforceable lien upon and security interest
in all the material Mortgaged Property in which a security interest can be
perfected.

        Section 2.02 Credit Agreement. This Mortgage is given pursuant to the
Credit Agreement. Subject to, and without limiting Section 4.07 hereof, each and
every term and provision of the Credit Agreement, including the rights,
remedies, obligations, covenants, conditions, agreements, indemnities,
representations and warranties of the parties thereto shall be considered as if
a part of this Mortgage. Subject to the limitations set forth in Section 1.02,
this Mortgage secures all present and future Indebtedness of the Mortgagor in
respect of loan disbursements made by the Lenders under the Notes, and all other
Obligations from time to time owing to the Lenders under the Financing
Documents.

        (a) If any remedy or right of the Mortgagee pursuant hereto is acted
upon by the Mortgagee or if any actions or proceedings (including any
bankruptcy, insolvency or


                                       7
<PAGE>

reorganization proceedings) are commenced in which the Mortgagee is made a party
and is obliged to defend or uphold or enforce this Mortgage or the rights of the
Mortgagee hereunder or the terms of any Lease, or if a condemnation proceeding
is instituted affecting the Mortgaged Property, the Mortgagor will pay all sums,
including reasonable attorneys' fees and disbursements, actually incurred (not
as imposed by statute) by the Mortgagee related to the exercise of any remedy or
right of the Mortgagee pursuant hereto or for the expense of any such action or
proceeding together with all other costs (not as imposed by statute),
disbursements and allowances, interest thereon from the date of demand for
payment thereof at the Default Rate, and such sums and the interest thereon
shall, to the extent permissible by applicable Requirements of Law, be a lien on
the Mortgaged Property prior to any right, title to, interest in or claim upon
the Mortgaged Property attaching or accruing subsequent to the recording of this
Mortgage and, subject to the limitations set forth in Section 1.02, shall be
secured by this Mortgage to the extent permitted by applicable Requirements of
Law.

        (b) Any payment of amounts due under this Mortgage not made on or
before the due date for such payments shall accrue interest daily without notice
from the due date until paid at the Default Rate, and such interest at the
Default Rate shall be immediately due upon demand by the Mortgagee.

        Section 2.03 Payment of Taxes, Liens and Charges

        (a) The Mortgagor will pay and discharge (whether by it or any
Affiliate, or otherwise) from time to time prior to the time when the same shall
become delinquent, and before any interest or penalty accrues thereon or
attaches thereto, all taxes, assessments and governmental charges, levies or
obligations lawfully imposed upon or assessed against the Mortgagor, the
Mortgaged Property or any part thereof or upon the Rents from the Mortgaged
Property or arising in respect of the occupancy, use or possession thereof and
all lawful claims or obligations that, if unpaid, would become a Lien upon the
Mortgaged Property or upon any part thereof; except as the validity or amount of
such taxes, assessments, charges, levies or obligations may be contested by the
Mortgagor in accordance with Section 5.12 of the Credit Agreement. Upon the
reasonable written request of the Administrative Agent, the Mortgagor shall
promptly deliver to the Administrative Agent, at the same place as designated in
Section 4.02 below, reasonably satisfactory evidence that all payments required
under this Section 2.03 have been timely made.

        (b) In the event of the passage of any state, Federal, municipal or
other governmental law, order, rule or regulation subsequent to the date hereof
(i) deducting from the value of real property for the purpose of taxation any
lien or encumbrance thereon or in any manner changing or modifying the laws now
in force governing the taxation of this Mortgage or debts secured by mortgages
or deeds of trust (other than laws governing income, franchise and similar taxes
generally) or the manner of collecting taxes thereon and (ii) imposing a tax to
be paid by the Mortgagee, either directly or indirectly, on this Mortgage or any
of the Financing Documents or to require an amount of taxes to be withheld or
deducted therefrom, upon obtaining actual knowledge thereof, the Mortgagor will
promptly notify the Mortgagee of such event. In such event the Mortgagor shall
(i) agree to enter into such further instruments as may be reasonably necessary
or desirable to obligate the Mortgagor to make any applicable additional
payments and (ii) the Mortgagor shall make all such additional payments, except
as such law, order, rule,


                                       8
<PAGE>

regulation or payment may be contested by the Mortgagor in good faith and by
appropriate proceedings and pursuant to which Acceptable Reserves have been
established.

        (c) The Mortgagor shall not apply for or claim any deduction, by reason
of this Mortgage, from the taxable value of any or part of the Mortgaged
Property. It is expressly agreed that no credit shall be claimed or allowed on
the interest payable under the Credit Agreement, the Financing Documents and the
Notes because of any taxes or other charges paid. If any law is hereafter
enacted: (i) deducting from the value of real estate, for the purposes of
taxation, any lien or encumbrance thereon; (ii) revising or changing in any way
the laws and ordinances now in force for the taxation of mortgages or the debts
secured thereby, or the manner of collection of such taxes; or (iii) imposing a
tax directly or indirectly on the Mortgagee with respect to the Mortgaged
Property, the value of the Mortgagee's interest therein, or the indebtedness
secured by this Mortgage; then, and in any such event, the entire unpaid balance
of the indebtedness secured hereby shall, at the option of the Mortgagee, upon
ten (10) Business Days notice to the Mortgagor, become immediately due and
payable unless, to the extent permitted by such law or ordinance, the Mortgagor
is authorized to, and does, pay directly, or reimburse the Mortgagee for, the
full amount of any such tax, assessment, charge or lien. If at any time by any
Requirement of Law stamps are required on the Notes or any other Financing
Document, the Mortgagor shall, upon ten (10) Business Days written notice from
the Mortgagee, pay for all such stamps together with any interest and penalties
payable in connection therewith.

        Section 2.04 Payment of Closing Costs. The Mortgagor shall pay all
reasonable costs in connection with, relating to or arising out of the
preparation, execution and recording of this Mortgage, including title company
premiums and charges, inspection costs, survey costs, recording fees and taxes
(including without limitation any applicable mortgage recording taxes),
reasonable attorneys', engineers', appraisers' and consultants' fees and
disbursements and all other similar reasonable expenses of every kind.

        Section 2.05 Maintenance and Operations; Plans; Use.

        (a) The Mortgagor will, subject to Section 6.11 of the Credit Agreement,
(i) operate and maintain the Mortgaged Property in accordance with Prudent
Industry Practice and all applicable material Requirements of Law, except where
being contested in good faith and by appropriate proceedings and as to which
Acceptable Reserves have been established, or except when the failure to so
operate and maintain the Mortgaged Property could not be reasonably expected to
have a material adverse effect on the Mortgaged Property, and (ii) keep proper
books of records and accounts in which full, true and correct entries shall be
made of all entries shall be made of all of its transactions in accordance with
GAAP.

        (b) The Mortgagor shall at all times comply with its material
obligations under all recorded restrictions, conditions, easements and covenants
("Restrictive Covenants") encumbering the Land and shall duly enforce its rights
under all Restrictive Covenants encumbering other property for the benefit of
the Land and/or the Improvements, except where the failure to so comply could
not reasonably be expected to have a material adverse effect on the Mortgaged
Property. If the Mortgagor receives any notice (whether oral or written) that
any Restrictive Covenant has been violated, which violation would be reasonably
likely to have a material adverse effect on the Mortgaged Property, the
Mortgagor shall promptly notify the


                                       9
<PAGE>

Mortgagee and take such steps as the Mortgagee may reasonably require to correct
such violation.

        Section 2.06 Insurance. The Mortgagor will keep the Mortgaged Property
insured against such risks, and in the manner, required by the terms of Section
5.06 of the Credit Agreement. All premiums due under all insurance policies
required to be maintained under Section 5.06 of the Credit Agreement shall be
paid timely by, or on behalf of, the Mortgagor.

        Section 2.07 [INTENTIONALLY OMITTED.]

        Section 2.08 [INTENTIONALLY OMITTED.]

        Section 2.09 Assignment of Leases and Rents. The Mortgagor hereby
irrevocably and absolutely grants, transfers and assigns to the Mortgagee all of
its right, title and interest in and to all Leases, together with any and all
extensions and renewals thereof for purposes of securing and discharging the
performance by the Mortgagor of the Obligations. The Mortgagor has not assigned
or executed any assignment of, and will not assign or execute any assignment of,
any Lease or its respective Rents to anyone other than to the Mortgagee, except
as otherwise permitted under the Credit Agreement and the other Financing
Documents.

        Section 2.10 Restrictions on Transfers and Encumbrances. The Mortgagor
shall not create or permit to exist any Lien on the Mortgaged Property, other
than any Permitted Lien or Permitted Encumbrance; provided, however, that the
Mortgagor may grant easements and licenses, enter into easements, leases,
subleases, and enter into other similar agreements relating to the Mortgaged
Property in the ordinary course of business to the extent the same would not
reasonably be expected to have a material adverse effect on the Mortgaged
Property and the same shall be deemed Permitted Encumbrances hereunder.

        Section 2.11 Security Agreement. This Mortgage is both a mortgage and
grant of real property and a grant of a security interest in personal property,
and shall constitute and serve as a "Security Agreement" (a) with regard to
fixtures, within the meaning of the Pennsylvania Uniform Commercial Code (the
"PA UCC") and (b) with regard to personal property, within the meaning of the
Delaware Uniform Commercial Code (the "DE UCC"). The Mortgagor hereby grants
unto the Mortgagee a security interest in and to all the Mortgaged Property
described in this Mortgage that is not real property, and simultaneously with
the recording of this Mortgage, the Mortgagor has filed or will file, or has
caused or will cause to be filed, UCC financing statements, and will file
continuation statements prior to the lapse thereof, at the appropriate offices
in the State of Delaware to perfect the security interest granted by this
Mortgage in all the Mortgaged Property that is not real property. The Mortgagor
hereby appoints the Mortgagee as its true and lawful attorney-in-fact and agent,
for the Mortgagor and in its name, place and stead, in any and all capacities,
to execute any document and to file the same in the appropriate offices (to the
extent it may lawfully do so), and to perform each and every act and thing
requisite and necessary to be done to perfect the security interest hereby
granted. The Mortgagor hereby authorizes the Mortgagee to file one or more
financing or continuation statements and amendments thereto, relative to all or
any part of the Mortgaged Property without the signature of the Mortgagor where
permitted by applicable Requirements of Law. The Mortgagee shall have all rights
with respect to the part of the Mortgaged Property that is the subject of a
security


                                       10
<PAGE>

interest afforded by the PA UCC and the DE UCC in addition to, but not in
limitation of, the other rights afforded the Mortgagee hereunder. The Mortgagor
agrees, to the extent permitted by applicable Requirements of Law, that: (i) all
of the goods described within the definition of the word "Personal Property" are
or are to become fixtures on the Land; (ii) this Mortgage upon filing or
recording in the office designated for the filing or recording of a record of a
mortgage on related real property shall constitute a financing statement filed
as a "fixture filing" within the meaning of Sections 9-102 and 9-502, and in
accordance with Section 9-501, of the PA UCC and (iii) the Mortgagor is the
record owner of the Premises. Additionally, this Mortgage shall constitute a
financing statement covering fixtures and/or minerals or the like (including oil
and gas) and/or accounts resulting from the sale thereof at the wellhead or
minehead and, as such, shall be filed or recorded in the office designated for
the filing or recording of a record of a mortgage on related real property and
in the office of the Delaware Secretary of State. The registration number
assigned to the Mortgagor by the Secretary of State of Delaware is 3122001.

        Section 2.12 Filing and Recording. The Mortgagor will cause this
Mortgage, any other security instrument creating a security interest in or
evidencing the lien hereof upon the Mortgaged Property and each instrument of
further assurance to be filed, registered or recorded in such manner and in such
places as may be required by any present or future law in order to publish
notice of and to protect fully the liens and security interests of the Mortgagee
hereby granted in and upon the Mortgaged Property. The Mortgagor will pay all
filing, registration, stamps and/or recording fees, and all reasonable expenses
incidental to the execution and acknowledgment of this Mortgage, any mortgage
supplemental hereto, any security instrument with respect to the Mortgaged
Property, and any instrument of further assurance and all Federal, state, county
and municipal recording, documentary or intangible taxes and other taxes,
duties, imposts, assessments and charges arising out of or in connection with
the execution, delivery and recording of this Mortgage, any mortgage
supplemental hereto, any security instrument with respect to the Mortgaged
Property or any instrument of further assurance.

        Section 2.13 Contract Collateral. Notwithstanding any provision of this
Agreement, but subject to and without limiting Section 2.11, each of the parties
hereto acknowledges and agrees that (i) any reference to assignment of any
right, title or interest in and to any agreement, contract, contract right,
chattel paper, instrument, letter of credit, document, lease, Governmental
Approval or other similar right (collectively "Contract Collateral"), such
assignment shall constitute only a grant of a collateral security interest and
not an absolute assignment of rights under any Contract Collateral, and (ii)
except as otherwise provided in the DE UCC, to the extent any grant of a
collateral security interest in and to any Contract Collateral would result in
the breach of the instrument, contract, agreement or other document evidencing
or creating such Contract Collateral, such security interest shall be deemed to
be made subject to obtaining any required consent and approval under such
instrument, contract, agreement or other document for such grant of a security
interest.

        Section 2.14 [INTENTIONALLY OMITTED].

        Section 2.15 Further Assurances. Upon demand by the Mortgagee, the
Mortgagor will, at the sole cost of the Mortgagor and without expense to the
Mortgagee, do, execute, acknowledge and/or deliver all such further acts, deeds,
conveyances, deeds of trust, assignments, notices of assignment, transfers and
assurances as the Mortgagee shall from time to


                                       11
<PAGE>

time reasonably require for the better assuring, conveying, assigning,
transferring and confirming unto the Mortgagee the property and rights hereby
conveyed or assigned or intended now or hereafter so to be, or which the
Mortgagor may be or may hereafter become bound to convey or assign to the
Mortgagee, or for carrying out the intention or facilitating the performance of
the terms of this Mortgage, or for filing, registering or recording this
Mortgage, and on demand, the Mortgagor will also execute and deliver and hereby
appoints the Mortgagee as its true and lawful attorney-in-fact and agent for the
Mortgagor and in its name, place and stead, in any and all capacities, to
execute and file to the extent it may do so under applicable Requirements of Law
and under the terms of the Credit Agreement or this Mortgage, one or more
financing statements, chattel mortgages or comparable security instruments
reasonably required by the Mortgagee to evidence or perfect the liens and
security interests hereby granted and to perform each and every act and thing
requisite and necessary to be done to accomplish the same.

        Section 2.16 Additions to Mortgaged Property. All right, title and
interest of the Mortgagor in and to all extensions, improvements, betterments,
renewals, substitutes and replacements of, and all additions and appurtenances
to, the Mortgaged Property hereafter acquired by or released to the Mortgagor or
constructed, assembled or placed by the Mortgagor upon the Premises or the
Improvements, and all conversions of the security constituted thereby,
immediately upon such acquisition, release, construction, assembling, placement
or conversion, as the case may be, and in each such case without any further
mortgage, conveyance, assignment or other act by the Mortgagor, shall become
subject to the liens and security interests of this Mortgage as fully and
completely and with the same effect as though now owned by the Mortgagor and
specifically described in the grant of the Mortgaged Property above, but at any
and all times the Mortgagor will execute and deliver to the Mortgagee any and
all such further assurances, deeds of trust, conveyances or assignments thereof
as the Mortgagee may reasonably require for the purpose of expressly and
specifically subjecting the same to the liens and security interests of this
Mortgage.

        Section 2.17 No Claims Against the Mortgagee. Nothing contained in this
Mortgage shall constitute any consent or request by the Mortgagee, express or
implied, for the performance of any labor or services or the furnishing of any
materials or other property in respect of the Mortgaged Property or any part
thereof, nor as giving the Mortgagor any right, power or authority to contract
for or permit the performance of any labor or services or the furnishing of any
materials or other property in such fashion as would permit the making of any
claim against the Mortgagee in respect thereof.

        Section 2.18 Change in Tax Law. Upon the enactment of or change in
(including, without limitation, a change in interpretation of) any applicable
law (a) deducting or allowing the Mortgagor to deduct from the value of the
Mortgaged Property for the purpose of taxation any lien or security interest
thereon or (b) subjecting the Mortgagee to any tax (excluding income, franchise,
estate, inheritance, transfer or similar entity taxes), or changing the basis of
taxation of mortgages, deeds of trust, or other liens or debts secured thereby,
or the manner of collection of such taxes, in each such case, so as to affect
this Mortgage, the Obligations or the Mortgagee (excluding income, franchise,
estate, inheritance, transfer or similar entity taxes) and the result is to
increase the taxes imposed upon or the cost to the Mortgagee of maintaining the
Obligations, or to reduce the amount of any payments receivable hereunder, then,
and in any such event, if the Mortgagee has received notice of such change from,
or demand for payment of amounts arising


                                       12
<PAGE>

from such change from, the relevant Governmental Authority, then the Mortgagor
shall, upon the earlier to occur of (i) ten (10) Business Days after the
Mortgagee delivers to the Mortgagor notice of Mortgagee's receipt of such notice
or demand and (ii) the date such payment is due, or, if the Mortgagee has not
received any notice or demand from a Governmental Authority, then the Mortgagor
shall, on demand, pay to the Mortgagee additional amounts to compensate for such
increased costs or reduced amounts, provided that if any such payment or
reimbursement shall be unlawful, or taxable to the Mortgagee and not reimbursed
as set forth herein, or would constitute usury or render the Obligations wholly
or partially usurious under applicable law, then the Mortgagee may, within ten
(10) Business Days after notice thereof, require the Mortgagor to pay or
reimburse the Mortgagee for payment of the lawful and non-usurious portion
thereof. If the Mortgagor fails to pay such amounts within such time, then the
Mortgagee may declare the Obligations immediately due and payable.

        Section 2.19 Survey of Mortgaged Property. To the best of Mortgagor's
knowledge, there are no unrecorded improvements, additions, easements or rights
of way located on the Mortgaged Property that are not shown on that certain
survey prepared by Hampton Technical Associates, Inc. dated February 29, 2000
last revised May 4, 2000, Job No. 3996.

                                   ARTICLE III
                              DEFAULTS AND REMEDIES

        Section 3.01 Events of Default. It shall be an Event of Default under
this Mortgage if any Event of Default (as defined in the Credit Agreement) shall
exist under the Credit Agreement, or, without notice or any opportunity to cure,
the delivery by or on behalf of the Mortgagor of a notice pursuant to 42 Pa.
C.S.A. Section 8143 et seq., as amended, electing to limit the indebtedness
secured by this Mortgage.

        Section 3.02 Demand for Payment. Upon the occurrence and during the
continuance of any Event of Default, in addition to any other rights and
remedies the Mortgagee may have pursuant to the Financing Documents, or as
provided at law or in equity, and without limitation, the Obligations and all
other amounts payable with respect to this Mortgage shall become due and payable
to the extent provided in the Credit Agreement. The Mortgagor hereby waives
notice of presentment, demand, protest, acceleration and notice of acceleration.
In case the Mortgagor shall fail forthwith to pay such amounts or any amounts
due under any provision of this Mortgage upon the Mortgagee's demand, but in
accordance with the Credit Agreement, the Mortgagee, in addition to any other
rights or remedies provided herein or at law or equity, shall be entitled and
empowered to institute an action or proceeding at law or in equity as advised by
counsel for the collection of the sums so due and unpaid, to prosecute any such
action or proceedings to judgment or final decree, to enforce any such judgment
or final decree against the Mortgagor and to collect, in any manner provided by
law, all moneys adjudged or decreed to be payable.


                                       13
<PAGE>

        Section 3.03 Possession.

        (a) If an Event of Default shall occur and be continuing, the Mortgagee,
at its election, may enter into possession of the Mortgaged Property, to the
maximum extent permitted under applicable Requirements of Law with or without
legal action, and by force if necessary; collect therefrom all rentals (which
term shall also include sums payable for use, operation and occupation, and all
profits, issue and proceeds related thereto) and, after deducting all costs of
collection and administration expense, apply the net rentals to any one or more
of the following items in such manner and in such order of priority as the
Mortgagee, in the Mortgagee's sole discretion, may elect: the payment of any
sums due under any prior lien, taxes, water and sewer rents, charges and claims,
insurance premiums and all other carrying charges, and to the maintenance,
repair or restoration of the Mortgaged Property, and on account and in reduction
of the principal and interest, or both, hereby secured; in and for that purpose
Mortgagor hereby assigns to the Mortgagee all rentals due and to become due
under any lease or leases or rights to use and occupation of the Mortgaged
Property hereafter created, as well as all rights and remedies provided in such
lease or leases or at law or in equity for the collection of the rentals. If for
any reason after such action has been commenced it shall be discontinued or
suspended, or possession of the Mortgaged Property shall remain in or be
restored to the Mortgagor, the Mortgagee shall have the right for the same Event
of Default (during the continuance thereof) or any subsequent Event of Default
to bring an amicable action in ejectment before or after the institution of
proceedings to foreclose this Mortgage or to enforce the Notes, or other
Financing Document, or after a sheriff's sale or judicial sale or other
foreclosure sale of the Mortgaged Property in which the Mortgagee is the
successful bidder, it being the understanding of the parties that the
authorization to pursue such proceedings for obtaining possession is an
essential part of the remedies for enforcement of the Mortgage and shall survive
any execution sale to the Mortgagee. The foregoing remedy shall not be deemed to
have been exhausted by any single exercise thereof, whether or not any such
exercise shall be held by any court to be invalid, voidable or void, but may be
exercised from time to time, as often as the Mortgagee shall elect, until all
sums payable or that may become payable by the Mortgagor have been paid in full.

        (b) If an Event of Default shall occur and be continuing, the Mortgagee
may hold, store, use, operate, manage and control the Mortgaged Property,
conduct the business thereof and, from time to time, (i) make all necessary,
proper and reasonable maintenance, repairs, renewals, replacements, additions,
betterments and improvements thereto and thereon, (ii) purchase or otherwise
acquire additional fixtures, personalty and other property, (iii) insure or keep
the Mortgaged Property insured, (iv) manage and operate the Mortgaged Property
and exercise all the rights and powers of the Mortgagor to the same extent as
the Mortgagor could in its own name or otherwise with respect to the same or (v)
enter into any and all agreements with respect to the exercise by others of any
of the powers herein granted to the Mortgagee, all as may from time to time be
directed or determined by the Mortgagee to be in its best interest and the
Mortgagor hereby appoints the Mortgagee as its true and lawful attorney-in-fact
and agent, for the Mortgagor and in its name, place and stead, in any and all
capacities, to perform any of the foregoing acts. Regardless of whether or not
the Mortgagee has entered or taken possession, the Mortgagee may receive and, so
long as any Event of Default exists, collect and receive all the Rents, issues,
profits and revenues from the Mortgaged Property, including those past due as
well as those accruing thereafter, and, after deducting (i) all expenses of
taking, holding, managing and operating the Mortgaged Property (including
reasonable compensation for the


                                       14
<PAGE>

services of all persons employed for such purposes), (ii) the costs of all such
maintenance, repairs, renewals, replacements, additions, betterments,
improvements, purchases and acquisitions, (iii) the costs of insurance, (iv)
such taxes, assessments and other similar charges as the Mortgagee may at its
option pay, (v) other proper charges upon the Mortgaged Property or any part
thereof and (vi) the reasonable compensation, expenses and disbursements of the
attorneys and agents of the Mortgagee, the Mortgagee shall apply the remainder
of the moneys and proceeds so received in accordance with the terms and
conditions of the Deposit Account Agreement and the Intercreditor Agreement.

        (c) Whenever, before any sale of the Mortgaged Property under Section
3.06 hereof, all Obligations that are then due shall have been paid and all
Events of Default fully cured, the Mortgagee will surrender possession of the
Mortgaged Property back to the Mortgagor, its successors or assigns. The same
right of taking possession shall, however, arise again if any subsequent Event
of Default shall occur and be continuing.

        Section 3.04 Right to Cure the Mortgagor's Failure to Perform. Upon the
occurrence and during the continuance of an Event of Default, at any time
thereafter and without notice, should the Mortgagor fail in the payment,
performance or observance of any term, covenant or condition required by this
Mortgage or the Credit Agreement or any other Financing Document (with respect
to the Mortgaged Property), the Mortgagee may pay, perform or observe the same,
and, subject to the limitations set forth in Section 1.02, all payments made or
costs or expenses incurred by the Mortgagee in connection therewith shall be
secured hereby and shall be, without demand, immediately repaid by the Mortgagor
to the Mortgagee with interest thereon at the Default Rate. The Mortgagee shall
make the determination as to the necessity for any such actions and of the
amounts to be paid. Subject to the notice provisions of the first sentence of
this Section 3.04, to the maximum extent permitted by Requirements of Law, the
Mortgagee is hereby empowered to enter and to authorize others to enter upon the
Premises or the Improvements or any part thereof for the purpose of performing
or observing any such defaulted term, covenant or condition without having any
obligation to so perform or observe and without thereby becoming liable to the
Mortgagor, to any person in possession holding under the Mortgagor or to any
other person.

        Section 3.05 Right to a Receiver. If an Event of Default shall occur and
be continuing the Mortgagee, upon application to a court of competent
jurisdiction, shall be entitled as a matter of right to the appointment of a
receiver to take possession of and to operate the Mortgaged Property and to
collect and apply the Rents. The Mortgagor hereby consents to such appointment
and acknowledges and agrees that the Mortgagee shall be entitled to such
appointment without notice and without regard for the adequacy of security for
the Obligations or the solvency of the Mortgagor or any party liable for the
Obligations and without regard to the then value of the Mortgaged Property and
without regard to whether the Mortgagor has committed waste or allowed
deterioration of the Mortgaged Property; and the Mortgagee or an agent of the
Mortgagee may be appointed as such receiver. The receiver shall have all of the
rights and powers permitted under the laws of the Commonwealth of Pennsylvania.
The Mortgagor will pay to the Mortgagee upon demand all expenses, including
receiver's fees, reasonable attorneys' fees and disbursements that are actually
incurred (not as imposed by statute), costs and agent's compensation incurred
pursuant to the provisions of this Section 3.05; and, subject to the limitations
set forth in Section 1.02, all such expenses shall be secured by this


                                       15
<PAGE>

Mortgage and shall be, without demand, immediately repaid by the Mortgagor to
the Mortgagee with interest thereon at the Default Rate.

        Section 3.06 Foreclosure and Sale

        (a) If an Event of Default shall occur and be continuing, the Mortgagee
may elect to sell the Mortgaged Property or any part of the Mortgaged Property
by exercise of the power of foreclosure or of sale granted to the Mortgagee by
applicable Requirements of Law, this Mortgage or the Security Agreement. In such
case, the Mortgagee may commence one or more actions to foreclose this Mortgage
at law or in equity, or the Mortgagee may proceed and sell the Mortgaged
Property, in accordance with applicable Requirements of Law, to satisfy any
Obligation. The Mortgagee or an officer appointed by a judgment of foreclosure
to sell the Mortgaged Property, may sell all or such parts of the Mortgaged
Property as may be chosen by the Mortgagee in its sole discretion at the time
and place of sale fixed by it in a notice of sale, either as a whole or in
separate lots, parcels or items as the Mortgagee shall deem expedient, and in
such order as it may determine, at public auction to the highest bidder. The
Mortgagee or an officer appointed by a judgment of foreclosure to sell the
Mortgaged Property may postpone any foreclosure or other sale of all or any
portion of the Mortgaged Property by public announcement at such time and place
of sale, and from time to time as permitted by applicable Requirements of Law
thereafter may postpone such sale by public announcement or subsequently noticed
sale. Except as otherwise required by applicable Requirements of Law, without
further notice, the Mortgagee or an officer appointed to sell the Mortgaged
Property may make such sale at the time fixed by the last postponement, or may,
in its discretion, give a new notice of sale. Any Person, including the
Mortgagor or the Mortgagee or any designee or affiliate thereof, may purchase
any portion of the Mortgaged Property at such sale.

        (b) The Mortgaged Property may be sold subject to unpaid taxes and the
Permitted Encumbrances and other Permitted Liens, and after deducting all the
costs, fees and expenses of the Mortgagee, including costs of evidence of title
in connection with the sale, the Mortgagee or an officer that makes any sale
shall apply the proceeds of sale in the manner set forth in Section 3.08 hereof.

        (c) Any foreclosure or other sale of less than the whole of the
Mortgaged Property or any defective or irregular sale made hereunder shall not
exhaust the power of foreclosure or of sale provided for herein; and subsequent
sales may be made hereunder until the Obligations have been satisfied, or the
entirety of the Mortgaged Property has been sold. All sums collected by the
Mortgagee under this Mortgage or other Financing Documents or under the Notes on
account of principal or interest or other amounts owing hereunder including
costs of collection and reasonable attorneys' fees, shall be applied in
accordance with the terms and conditions of the Deposit Account Agreement and
the Intercreditor Agreement.

        (d) If an Event of Default shall occur and be continuing, the Mortgagee
may instead of, or in addition to, exercising the rights described in Section
3.06(a) above and either with or without entry or taking possession as herein
permitted and as permitted by applicable Requirements of Law, proceed by a suit
or suits in law or in equity or by any other appropriate proceeding or remedy
(i) to specifically enforce payment of some or all of the terms of the Financing
Documents or the performance of any term, covenant, condition or agreement of
this


                                       16
<PAGE>

Mortgage or any other right or (ii) to pursue any other remedy available to it,
at law or in equity, all as the Mortgagee shall determine most effectual for
such purposes.

        Section 3.07 Other Remedies

        (a) In case an Event of Default shall occur and be continuing, the
Mortgagee may also exercise, to the extent not prohibited by applicable
Requirements of Law, any or all of the remedies available to a secured party
under the UCC, including, to the extent not prohibited by applicable
Requirements of Law, the following:

                      (i) In the case of personal property, exercise those
        rights and remedies under other applicable Security Documents.

                      (ii) To make such payments and do such acts as the
        Mortgagee may deem necessary to protect its security interest in the
        Personal Property including paying, purchasing, contesting or
        compromising any encumbrance, charge or lien that is prior or superior
        to the security interest granted hereunder, and, in exercising any such
        powers or authority, paying all expenses incurred in connection
        therewith.

                      (iii) To enter upon any or all of the Premises or
        Improvements to exercise the Mortgagee's rights hereunder.

        (b) In connection with a sale of the Mortgaged Property and the
application of the proceeds of sale as provided in Section 3.08 of this
Mortgage, the Mortgagee shall be entitled to enforce payment of and to receive
up to the principal amount of the Obligations, plus all other charges, payments
and costs due under this Mortgage, and to recover a deficiency judgment for any
portion of the aggregate principal amount of the Obligations remaining unpaid,
with interest.

        Section 3.08 Application of Sale Proceeds and Rents

        (a) After any foreclosure sale of all or any of the Mortgaged Property,
the Mortgagee shall receive the proceeds of sale, no purchaser shall be required
to see to the application of the proceeds and the Mortgagee shall apply the
proceeds of the sale together with any Rents that may have been collected and
any other sums that then may be held by the Mortgagee under this Mortgage in
accordance with the Deposit Account Agreement and the Intercreditor Agreement.

        (b) Upon any sale of the Mortgaged Property by the Mortgagee (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Mortgagee or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Mortgaged Property so
sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Mortgagee or such
officer or be answerable in any way for the misapplication thereof.

        Section 3.09 The Mortgagor as Tenant Holding Over. If the Mortgagor
remains in possession of any of the Mortgaged Property after any foreclosure
sale by the Mortgagee, at the Mortgagee's election the Mortgagor shall be deemed
a tenant holding over and shall forthwith surrender possession to the purchaser
or purchasers at such sale or be summarily dispossessed or evicted according to
provisions of Requirements of Law applicable to tenants holding over.


                                       17
<PAGE>

        Section 3.10 Waiver of Appraisement, Valuation, Stay, Extension and
Redemption Laws

        (a) The Mortgagor will not object to any sale of the Mortgaged Property
pursuant hereto, and for itself and all who may claim under it, the Mortgagor
waives, to the extent that it lawfully may under applicable Requirements of Law,
all right to have the Mortgaged Property marshalled or to have the Mortgaged
Property sold as separate estates, parcels, tracts or units in the event of any
foreclosure of this Mortgage.

        (b) To the full extent permitted by applicable Requirements of Law,
neither the Mortgagor nor anyone claiming through or under it shall or will set
up, claim or seek to take advantage of any appraisement, valuation, stay,
extension, homestead-exemption or redemption laws now or hereafter in force in
order to prevent or hinder the enforcement or foreclosure of this Mortgage, the
absolute sale of the Mortgaged Property or the final and absolute putting of the
purchasers into possession thereof immediately after any sale; and the
Mortgagor, for itself and all who may at any time claim through or under it,
hereby waives to the full extent that it may lawfully do so, the benefit of all
such laws and any and all right to have the assets covered by the security
interest created hereby marshalled upon any foreclosure of this Mortgage.

        Section 3.11 Discontinuance of Proceedings. In case the Mortgagee shall
proceed to enforce any right, power or remedy under this Mortgage by
foreclosure, entry or otherwise, and such proceedings shall be discontinued or
abandoned for any reason, or shall be determined adversely to the Mortgagee,
then and in every such case the Mortgagor and the Mortgagee shall be restored to
their former positions and rights hereunder, and all rights, powers and remedies
of the Mortgagee shall continue as if no such proceeding had been taken.

        Section 3.12 Suits to Protect the Mortgaged Property. During the
continuance of an Event of Default, the Mortgagee shall have power (a) to
institute and maintain suits and proceedings to prevent any impairment of the
Mortgaged Property by any acts which may be unlawful or in violation of this
Mortgage, (b) to preserve or protect its interest in the Mortgaged Property and
in the Rents arising therefrom and (c) to restrain the enforcement of or
compliance with any legislation or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of or
compliance with such enactment, rule or order would impair the security or be
prejudicial to the interest of the Mortgagee hereunder.

        Section 3.13 Filing Proofs of Claim. In case of any receivership,
insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or
other proceedings affecting the Mortgagor, the Mortgagee shall, to the extent
permitted by applicable Requirements of Law, be entitled to file such proofs of
claim and other documents as may be necessary or advisable in order to have the
claims of the Mortgagee allowed in such proceedings for the Obligations secured
by this Mortgage at the date of the institution of such proceedings and for any
interest accrued, late charges and additional interest or other amounts due or
that may become due and payable hereunder after such date.

        Section 3.14 Possession by the Mortgagee. Notwithstanding the
appointment of any receiver, liquidator or trustee of the Mortgagor, any of its
property or the Mortgaged Property, the Mortgagee shall be entitled, to the
extent not prohibited by applicable Requirements of Law,


                                       18
<PAGE>

to remain in possession and control of all parts of the Mortgaged Property now
or hereafter granted under this Mortgage in accordance with the terms hereof and
applicable Requirements of Law and the Intercreditor Agreement.

        Section 3.15 Waiver

        (a) No delay or failure by the Mortgagee to exercise any right, power or
remedy accruing upon or during the continuance of any Event of Default shall
exhaust or impair any such right, power or remedy or be construed to be a waiver
of any such Event of Default or acquiescence therein; and every right, power and
remedy given by this Mortgage to the Mortgagee may be exercised from time to
time and as often as may be deemed expedient by the Mortgagee. No consent or
waiver by the Mortgagee to or of any breach, default or Event of Default by the
Mortgagor in the performance of the Obligations shall be deemed or construed to
be a consent or waiver to or of any other breach, default or Event of Default in
the performance of the same or any other Obligations by the Mortgagor hereunder.
No failure on the part of the Mortgagee to complain of any act or failure to act
or to declare an Event of Default, irrespective of how long such failure
continues, shall constitute a waiver by the Mortgagee of its rights hereunder or
impair any rights, powers or remedies consequent on any future Event of Default
by the Mortgagor.

        (b) Even if the Mortgagee (i) grants some forbearance or an extension of
time for the payment of any sums secured hereby, (ii) takes other or additional
security for the payment of any sums secured hereby, (iii) waives or does not
exercise some right granted herein or under the Financing Documents, (iv)
releases a part of the Mortgaged Property from this Mortgage, (v) agrees to
change some of the terms, covenants, conditions or agreements of any of the
Financing Documents, (vi) consents to the filing of a map, plat or replat
affecting the Premises, (vii) consents to the granting of an easement or other
right affecting the Premises or (viii) makes or consents to an agreement
subordinating the Mortgagee's lien on the Mortgaged Property hereunder; no such
act or omission shall preclude the Mortgagee from exercising any other right,
power or privilege herein granted or intended to be granted in the event and
during the continuance of any Event of Default then made or of any subsequent
Event of Default; nor, except as otherwise expressly provided in an instrument
executed by the Mortgagee, shall this Mortgage be altered thereby. In the event
of the sale or transfer by operation of law or otherwise of all or part of the
Mortgaged Property, the Mortgagee is hereby authorized and empowered to deal
with any vendee or transferee with reference to the Mortgaged Property secured
hereby, or with reference to any of the terms, covenants, conditions or
agreements hereof, as fully and to the same extent as it might deal with the
original parties hereto and without in any way releasing or discharging any
liabilities, obligations or undertakings.

        Section 3.16 Remedies Cumulative. No right, power or remedy conferred
upon or reserved to the Mortgagee by this Mortgage is intended to be exclusive
of any other right, power or remedy, and each and every such right, power and
remedy shall be cumulative and concurrent and in addition to any other right,
power and remedy given hereunder or now or hereafter existing at law or in
equity or by statute; may, to the maximum extent permitted by applicable
Requirements of Law, be pursued separately, successively or together against the
Mortgagor or the Mortgaged Property, or both, at the sole discretion of
Mortgagee, and may be exercised as


                                       19
<PAGE>

often as occasion therefor shall arise. The delay or failure to exercise any
such right or remedy shall in no event be construed as a waiver or release
thereof.

                                   ARTICLE IV
                                  MISCELLANEOUS

        Section 4.01 Partial Invalidity. If any provision hereof or of any of
the other Financing Documents is invalid or unenforceable in any jurisdiction or
under any circumstances, the other provisions hereof or of those Financing
Documents shall remain in full force and effect in such jurisdiction and the
remaining provisions hereof will be liberally construed in favor of the
Mortgagee in order to carry out the provisions hereof and of such other
Financing Documents. The invalidity of any provision of this Mortgage in any
jurisdiction or under any circumstances will not affect the validity or
enforceability of any such provision in any other jurisdiction or under any
other circumstances. If any lien, encumbrance or security interest evidenced or
created by this Mortgage is invalid or unenforceable, in whole or in part, as to
any part of the Obligations, or is invalid or unenforceable, in whole or in
part, as to any part of the Mortgaged Property, such portion, if any, of the
Obligations as is not secured by all of the Mortgaged Property hereunder shall
be paid prior to the payment of the portion of the Obligations and shall, unless
prohibited by applicable laws or unless the Mortgagee, in its sole and absolute
discretion, otherwise elects, be deemed to have been first paid on and applied
to payment in full of the unsecured or partially secured portion of the
Obligations, and the remainder to the secured portion of the Obligations.

        Section 4.02 Notices. All notices hereunder, unless otherwise specified,
shall be given in the manner provided in Section 9.1 of the Credit Agreement and
shall be given to the Mortgagee at its address or telecopy number set forth in
the Credit Agreement and to the Mortgagor at its address or telecopy number set
forth in the signature page hereof or at any address or telecopy number which
such party shall have specified. Notwithstanding the foregoing, (a) all notices
given to the Mortgagee by any person or entity (other than Mortgagor) pursuant
to 42 Pa. C.S.A. Section 8143(c) or (d) shall be in writing and shall be sent
exclusively by registered or certified mail, return receipt requested, to the
Mortgagee at the address set forth above and (b) all notices given by the
Mortgagor to the Mortgagee pursuant to 42 Pa. C.S.A. Section 8143(c) shall be
given to the Mortgagee in writing, by registered or certified mail, return
receipt requested, and must be signed by all parties necessary to bind the
Mortgagor in accordance with all applicable documents of formation of the
Mortgagor and all applicable laws.

        Section 4.03 Successors and Assigns. All of the grants, covenants,
terms, provisions and conditions herein shall run with the Premises and the
Improvements and shall apply to, bind and inure to, the benefit of the
successors and permitted assigns of the Mortgagor and the successors and assigns
of the Mortgagee.

        Section 4.04 Counterparts. This Mortgage may be executed in any number
of counterparts and all such counterparts shall together constitute but one and
the same instrument.


                                       20
<PAGE>

        Section 4.05 Satisfaction and Cancellation.

        (a) The mortgaging to the Mortgagee of the Mortgaged Property as
security and for the benefit of the Mortgagee created and consummated by this
Mortgage shall be null and void when all the Obligations (other than contingent
liabilities that, by their nature, may accrue after principal and interest the
Obligations have been repaid in full) have been indefeasibly paid in full in
cash in accordance with the terms of the Financing Documents and all Commitments
have been terminated.

        (b) In connection with any termination or release pursuant to paragraph
(a) to the extent applicable, this Mortgage shall be marked "satisfied" by the
Mortgagee, and this Mortgage shall be satisfied of record at the request and at
the expense of the Mortgagor. The Mortgagee shall execute any documents
reasonably requested by the Mortgagor to accomplish the foregoing or to
accomplish any release contemplated by paragraph (a) or (b) of this Section 4.05
and the Mortgagor will pay all costs and expenses, including reasonable
attorneys' fees and disbursements actually incurred (not as imposed by statute),
incurred by the Mortgagee in connection with the preparation and execution of
such documents. Upon any such termination or release, the Mortgagee will
promptly duly assign, transfer and deliver (without recourse and without any
representation or warranty) free from any interest of the Administrative Agent
or Lien granted hereunder such of the Collateral as may be in possession of the
Administrative Agent in accordance with the Intercreditor Agreement or, if the
OPNY Second Lien Documents shall have terminated pursuant to the terms thereof,
to the Mortgagor.

        Section 4.06 Definitions. As used in this Mortgage, the singular shall
include the plural as the context requires and the following words and phrases
shall have the following meanings: (a) "including" shall mean "including without
limitation" or "including but not limited to"; (b) "provisions" shall mean
"provisions, terms, covenants and/or conditions"; (c) "lien" shall mean "lien,
charge, encumbrance, security interest, mortgage or deed of trust"; (d)
"obligation" shall mean "obligation, duty, covenant and/or condition"; and (e)
"any of the Mortgaged Property" shall mean "the Mortgaged Property or any part
thereof or interest therein." Any act that the Mortgagee is permitted to perform
hereunder may be performed at any time and from time to time by the Mortgagee or
any person or entity designated by the Mortgagee. Any act which is prohibited to
the Mortgagor hereunder is also prohibited to all lessees of any of the
Mortgaged Property. Each appointment of the Mortgagee as attorney-in-fact for
the Mortgagor under the Mortgage is irrevocable, with power of substitution and
coupled with an interest.

        Section 4.07 Other Financing Documents. The Mortgagor acknowledges that
in addition to this Mortgage, other Financing Documents secure the Obligations.
The Mortgagor agrees that the lien of this Mortgage shall be absolute and
unconditional and shall not in any manner be affected or impaired by any acts or
omissions whatsoever of the Mortgagee and, without limiting the generality of
the foregoing, the lien hereof shall not be impaired by any acceptance by the
Mortgagee of any security for or guarantees of any of the Obligations hereby
secured, or by any failure, neglect or omission on the part of the Mortgagee to
realize upon or protect any Obligation hereby secured or any collateral security
therefor including the other Financing Documents. The lien hereof shall not in
any manner be impaired or affected by any release (except as to the property
released), sale, pledge, surrender, compromise, settlement, renewal, extension,
indulgence, alteration, changing, modification or disposition of any of the


                                       21
<PAGE>

Obligations secured or of any of the collateral security therefor, including the
other Financing Documents or of any guarantee thereof, and the Mortgagee may at
its discretion foreclose, exercise any power of sale, or exercise any other
remedy available to it under any or all of the other Financing Documents without
first exercising or enforcing any of its rights and remedies hereunder. Such
exercise of the Mortgagee's rights and remedies under any or all of the other
Financing Documents shall not in any manner impair the Obligations hereby
secured or the lien of this Mortgage and any exercise of the rights or remedies
of the Mortgagee hereunder shall not impair the lien of any of the other
Financing Documents or any of the Mortgagee's rights and remedies thereunder.
The undersigned specifically consents and agrees that the Mortgagee may exercise
its rights and remedies hereunder and under the other Financing Documents
separately or concurrently and in any order that it may deem appropriate, and
the undersigned waives any rights of subrogation until the Obligations are paid
in full. In the event of a conflict between the terms and provisions of this
Mortgage and the Credit Agreement, both documents shall be read together and
construed, to the fullest extent possible, to be in concert with each other. In
the event of a conflict that cannot be so resolved, the terms and provisions of
the Credit Agreement shall control and govern.

        Section 4.08 Subrogation. This Mortgage is made with full substitution
and subrogation of the Mortgagee in and to all covenants and warranties by
others heretofore given or made in respect of the Mortgaged Property or any part
thereof.

        Section 4.09 Mortgagee Powers. Without affecting the liability of any
other Person liable for the payment of any obligations herein mentioned and
without affecting the lien or charge of this Mortgage upon any portion of the
Mortgaged Property not then or theretofore released as security for the full
amount of all unpaid Obligations, from time to time, regardless of consideration
and without notice to or consent by the holder of any subordinate lien,
encumbrance, right, title or interest in or to the Mortgaged Property, the
Mortgagee may (a) release any Persons liable for or on any Obligation, (b)
extend the maturity or alter any of the terms of any Obligation, (c) modify the
interest rate payable on the principal balance of the Obligations, (d) grant
other indulgences, (e) release or reconvey, or cause to be released or
reconveyed at any time at the Mortgagee's option any parcel, portion or all of
the Mortgaged Property, (f) take or release any other or additional security for
any obligations herein mentioned or (g) make compositions or other arrangements
with debtors in relation thereto.

        Section 4.10 Enforceability of Mortgage. This Mortgage is deemed to be
and may be enforced from time to time as an assignment, chattel mortgage,
contract, deed of trust, deed to secure debt, financing statement, real estate
mortgage or security agreement, and from time to time as any one or more
thereof, as is appropriate under applicable laws. A carbon, photographic or
other reproduction of this Mortgage or any financing statement in connection
herewith shall be sufficient as a financing statement for any and all purposes.

        Section 4.11 Amendments. No amendment, modification or waiver of any
provision of this Mortgage and no consent to any departure by the Mortgagor or
the Mortgagee therefrom shall in any event be effective unless the same shall be
in writing and shall be executed and delivered in accordance with Section 9.02
of the Credit Agreement, and then such amendment, modification, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.


                                       22
<PAGE>

        Section 4.12 Applicable Law. THIS MORTGAGE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA.

        Section 4.13 Limitation of Recourse. The obligations of the Mortgagor
hereunder and under the other Financing Documents are obligations solely of the
Mortgagor (other than as expressly assumed by any Credit Party or OPNY Credit
Party pursuant to any Financing Document) and shall not constitute a debt or
obligation of any direct or indirect member, partner or shareholder of the
Mortgagor or any of their respective directors, officers, agents or employees
(each such Person, a "Non-Recourse Party"). No Non-Recourse Party shall be
liable for any amount payable by the Mortgagor under this Mortgage and the
Secured Parties shall not seek a money judgment or deficiency or personal
judgment against any Non-Recourse Party for payment of the indebtedness payable
by the Mortgagor evidenced by this Mortgage. No property or assets of any
Non-Recourse Party other than as contemplated in the Financing Documents, shall
be sold, levied upon or otherwise used to satisfy any judgment rendered in
connection with any action brought against the Mortgagor with respect to this
Mortgage or the other Financing Documents. The foregoing acknowledgments,
agreements and waivers shall be enforceable by any Non-Recourse Party.
Notwithstanding the foregoing, nothing in this Section shall limit or affect or
be construed to limit or affect the obligations and liabilities of any Credit
Party, OPNY Credit Party or any other Non-Recourse Party (a) in accordance with
the terms of any Transaction Document or Financing Document creating such
liabilities and obligations to which such Credit Party, OPNY Credit Party or
Non-Recourse Party is a party, or (b) arising from liability pursuant to
applicable Requirements of Law for such Credit Party's, OPNY Credit Party's or
such Non-Recourse Party's fraudulent actions, knowing misrepresentations or
willful misconduct or (c) with respect to amounts distributed to it in violation
of Section 6.10 of the Credit Agreement.

        Section 4.14 Amendment and Restatement. This Mortgage is an amendment
and restatement of the Open-End Mortgage, Security Agreement, Fixture Filing and
Assignment of Leases and Rents, dated as of April 28, 2000 (the "Original
Mortgage") among the Mortgagor and the Mortgagee recorded in Allegheny County on
May 5, 5000 in Book 19711, Page 133 and recorded in Washington County on May 8,
2000 as Instrument No. 200011730. It is the intention of the parties that this
Mortgage amend, restate, extend and renew the terms and conditions of the
Original Mortgage and the liens and security interests created thereby, and is
not intended to be a novation or discharge of the obligations of the Mortgagor
thereunder or the liens and security interests created thereby. The liens and
security interests of the Original Mortgage are hereby ratified, confirmed,
renewed, extended, and brought forward in full force and effect as security for
the Obligations.


                                       23
<PAGE>

        IN WITNESS WHEREOF, this Mortgage has been duly authorized and has been
executed and delivered, under seal, to the Mortgagee by the Mortgagor on the
date first above written.

                                          ORION POWER MIDWEST, L.P.


                                          By: Orion Power MidWest GP, Inc.,
          [Embossed corporate seal]           its general partner

ATTEST: _____________________________     By:___________________________________
        [Assistant] Secretary                Name:
                                             Title:


                                          1111 Louisiana Street
                                          Houston, TX 77002
                                          Attn: Senior Vice President -- Finance
                                          Ph.: (713) 207-3160
                                          Fax: (713) 207-0988

                                          With a copy to:
                                          1111 Louisiana Street
                                          Houston, TX 77002
                                          Attn.: General Counsel
                                          Ph.: (713) 207-7265
                                          Fax: (713) 393-0140



                                       24
<PAGE>

                                 ACKNOWLEDGMENT

STATE OF _______________:
                             : ss.
COUNTY OF ______________:

        On this _____ day of ___________, 2002, before me the Subscriber,
personally appeared _____________________________, who acknowledged him/herself
to be the __________________ of ORION POWER MIDWEST GP, INC., a Delaware
corporation, which is the general partner of Orion Power MidWest, L.P., a
Delaware limited partnership, and that he/she, as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein contained
by signing the name of the corporation in such capacity by him/herself as such
officer.

        IN WITNESS WHEREOF, I hereunto set my hand and notarial seal.


                                        _______________________________
[Notarial Seal]                                  Notary Public

                                        My Commission Expires:


                            CERTIFICATE OF RESIDENCE

         The undersigned certifies that the residence address of the Mortgagee
is:

                                   Bank of America, N.A.
                                   Bank of America Corporate Center
                                   101 North Tryon Street
                                   NCI-001-08-19
                                   Charlotte, NC 28255
                                   Attention: Laura S. Ryan


                                   _________________________________
                                   On behalf of the Mortgagee

Attachments:

Exhibit A  -  The Land
Exhibit B  -  The Permitted Encumbrances



                                       25
<PAGE>

                                    EXHIBIT A

                                Legal Description

                                [To be attached]


<PAGE>

                                    EXHIBIT B

                             Permitted Encumbrances

                                     Elrama

All matters listed as title exceptions on Schedule B, Part I of the Fidelity
National Title Insurance Company of New York Lender's Policy of Title Insurance
bearing Policy No. 26-43-97-1116 (Elrama), as endorsed by that certain Pro Forma
Endorsement Number One, as such policy is hereby incorporated by reference as if
fully set forth herein.




                                       2
<PAGE>
                                                                       EXHIBIT O
                                                                              TO
                                                            AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

                                     FORM OF
                       ASSIGNMENT AND ACCEPTANCE AGREEMENT

         THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT, dated as of
__________________, 20____ (this "Agreement"), among [ASSIGNOR] (the
"Assignor"), [ASSIGNEE] (the "Assignee"), and Bank of America, N.A., as
administrative agent under the Credit Agreement referred to below (in such
capacity, together with any successor and assigns, the "Administrative Agent").

                             PRELIMINARY STATEMENTS

         1. This Assignment and Acceptance Agreement relates to the Amended and
Restated Credit Agreement, dated as of October 28, 2002 (as such agreement may
be modified, amended or supplemented from time to time, the "Credit Agreement"),
among ORION POWER NEW YORK, L.P. (the "Borrower"), BANC OF AMERICA SECURITIES
LLC, as a Lead Arranger and a Joint Book Runner, BNP PARIBAS, as a Lead Arranger
and a Joint Book Runner, BNP PARIBAS, as Syndication Agent, Union Bank of
California, N.A., as a Documentation Agent, CoBank, ACB, as a Documentation
Agent, Deutsche Bank AG, New York and/or Cayman Island Branch, as a
Documentation Agent, BANK OF AMERICA, N.A., as Issuing Bank, the Administrative
Agent, and each financial institution which is a signatory thereto or which may
hereafter become an assignee pursuant to Section 9.06 of the Credit Agreement
(each, a "Lender" and collectively, the "Lenders"). All capitalized terms not
otherwise defined herein shall have the respective meanings set forth in the
Credit Agreement.

         2. The Assignor's Acquisition Loan Commitment and Working Capital Loan
Commitment are as set forth on Annex I to the Credit Agreement.

         3. Acquisition Loan Advances made to the Borrower by the Assignor under
the Credit Agreement in the principal amount of $____________ are outstanding on
the date hereof. Working Capital Loan Advances made to the Borrower by the
Assignor under the Credit Agreement in the principal amount of $____________ are
outstanding on the date hereof.

         4. The Assignor proposes to assign to the Assignee all of the rights of
the Assignor under the Credit Agreement in respect of ____% of its Acquisition
Loan Commitment thereunder (the "Assigned Acquisition Loan Commitment") and/or
____ % of its Working Capital Loan Commitment thereunder (the "Assigned Working
Capital Loan Commitment" and, together with the Assigned Acquisition Loan
Commitment, the "Assigned Commitments"), together with a portion of its
outstanding Acquisition Loan Advances in the principal amount equal to
$________________ (the "Assigned Acquisition Loan Advances") and/or a portion of
its outstanding Working Capital Loan Advances in the principal amount equal to


<PAGE>

$________________ (the "Assigned Working Capital Loan Advances" and, together
with the Assigned Acquisition Loan Advances, the "Assigned Advances"), and the
Assignee proposes to accept assignment of such rights and assume the
corresponding obligations from the Assignor on such terms. For purposes hereof,
the Assigned Commitments together with the Assigned Advances shall hereafter be
referred to as the "Assigned Interests" and are further described on Schedule 1
hereto.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

         SECTION 1. Assignment. Effective as of the effective date set forth on
Schedule 1 (the "Effective Date"), the Assignor hereby sells, assigns, transfers
and conveys to the Assignee all of the rights and obligations of the Assignor
under the Credit Agreement in and to the Assigned Interests, and the Assignee
hereby accepts such assignment, transfer and conveyance from the Assignor and
assumes all of the obligations of the Assignor under the Credit Agreement in and
to the Assigned Interests. Upon (a) the execution and delivery hereof by the
Assignor, the Assignee and the Administrative Agent and (b) the payment of the
amounts specified in Section 2 hereof required to be paid on the date hereof,
(i) the Assignee shall, as of the date hereof, be deemed to be an [Acquisition]
[Working Capital] Lender listed on the signature pages to the Credit Agreement
and succeed to the rights and be obligated to perform the obligations of an
[Acquisition] [Working Capital] Lender under the Credit Agreement with an
aggregate Commitment in an amount equal to the Assigned Commitments and Advances
outstanding in a principal amount equal to the Assigned Advances and (ii) the
aggregate Commitment and Advances of the Assignor shall, as of the date hereof,
be reduced correspondingly and the Assignor shall be released from its
obligations under the Credit Agreement to the extent such obligations have been
assumed by the Assignee. The assignment provided for herein shall be without
recourse to the Assignor. The assignment executed hereby is made pursuant to and
in accordance with Section 9.06 of the Credit Agreement.

         SECTION 2. Payments. As consideration for the sale and assignment
contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the
date hereof in federal funds an aggregate amount equal to the aggregate amount
specified on, or calculated as provided on, Schedule 1 hereto (the "Aggregate
Assignment Payment"). It is understood that all unpaid interest accrued and Fees
with respect to the Assigned Interests accrued prior to the date hereof are for
the account of the Assignor. The interest and Fees with respect to the Assigned
Interests accruing from and including the date hereof are for the account of the
Assignee. Each of the Assignor and the Assignee hereby agrees that if it
receives any amount under the Credit Agreement which is for the account of the
other party hereto, it shall receive the same for the account of such other
party to the extent of such other party's interest therein and shall promptly
pay the same to such other party.

         SECTION 3. Participations. Assignee may sell or grant participations in
all or any part of the rights granted to it hereunder in accordance with the
provisions of Section 9.06(g) of the Credit Agreement.


<PAGE>
         SECTION 4. Non-Reliance on Assignor, the Lenders, the Lead Arrangers,
the Issuing Bank or the Administrative Agent. (a) Neither the Assignor, the
Lenders, the Lead Arrangers, the Issuing Bank nor the Administrative Agent shall
be responsible to the Assignee for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of any of the
Transaction Documents or for any representations, warranties, recitals or
statements made therein or in any written or oral statement or in any financial
or other statements, instruments, reports, certificates or any other documents
made or furnished or made available by the Assignor, the Lenders, the Issuing
Bank or the Administrative Agent to the Assignee or by or on behalf of the
Borrower to the Assignor, the Lenders, the Issuing Bank, the Administrative
Agent or the Assignee in connection with the Transaction Documents and the
transactions contemplated thereby. Neither the Assignor, the Lenders, the
Issuing Bank nor the Administrative Agent shall be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained in any of the Transaction
Documents or as to the use of the proceeds of the Advances or as to the
existence or possible existence of any Default or Event of Default.

         (b) Neither the Assignor, the Lenders, the Lead Arrangers, the Issuing
Bank nor the Administrative Agent makes any representation or warranty in
connection with, and shall have no responsibility with respect to, the solvency,
financial condition, or statements of the Borrower, or any other party to any
Financing Document, or the validity and enforceability of the Obligations. The
Assignee acknowledges that it has, independently and without reliance on the
Assignor, the Lenders, the Issuing Bank or the Administrative Agent, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and will continue to
be responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrower and of each other party to the Financing
Documents.

         SECTION 5. Representations and Warranties of Assignee. The Assignee (i)
represents and warrants that it is legally authorized to enter into this
Agreement, (ii) confirms that it has received a copy of the Security Documents,
the Credit Agreement, the other Financing Documents and the Project Contracts
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Agreement, (iii) agrees
that it will, independently and without reliance upon the Administrative Agent,
the Assignor or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement, the Security
Agreements and other Financing Documents, (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Security Agreements, the Credit Agreement and the other Financing Documents are
required to be performed by it as a Lender and (v) specifies as its lending
offices (and address for notices) the offices set forth beneath its name on the
signature pages thereof.

         SECTION 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY
SUCH REQUIREMENT OF LAWS THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT THE LAWS


<PAGE>

OF ANOTHER JURISDICTION ARE MANDATORILY APPLICABLE. ANY DISPUTE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THE PARTIES HERETO IN CONNECTION WITH THIS AGREEMENT AND THE OTHER
FINANCING DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE
CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

         SECTION 7. Amendment. No term or provision of this Agreement may be
amended, changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the Assignor and the Assignee, with the consent
of the Administrative Agent.

         SECTION 8. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.


<PAGE>
         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.


                                           [ASSIGNOR]

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

                                           [ASSIGNEE]

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

                                           BANK OF AMERICA, N.A., as
                                           Administrative Agent

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


PAYMENT INSTRUCTIONS

Assignee:

         [Bank                 ]
         [Address              ]

         [ABA No.:             ]
         [Attention:           ]
         [Account Name:        ]

Assignor:


         [Bank                 ]
         [Address              ]

         [ABA No.:             ]
         [Attention:           ]
         [Account Name:        ]



<PAGE>

                                                                      SCHEDULE 1
                                                                              TO
                                                       ASSIGNMENT AND ACCEPTANCE



1.       Effective Date:

2.       Legal Name of Assignor:

3.       Legal Name of Assignee:

4.       Assignee's Address and Telecopy Number for Notices:

5.       Assigned Interests:

         a.       Assigned Acquisition Loan Commitment: %

         b.       Aggregate principal amount of Assigned Acquisition Loan
                  Advances: $

         c.       Assigned Working Capital Loan Commitment: %

         d.       Aggregate principal amount of Assigned Working Capital Loan
                  Advances: $

         e.       Accrued and unpaid interest assigned (if any):

             i.   Interest on Acquisition Loan Advances: $

            ii.   Interest on Working Capital Loan Advances: $

         a.       Accrued and unpaid Fees assigned (if any): $

6.       Aggregate Assignment Payment:

         $ ___________________ (may specify method of calculation in lieu of an
         amount)



<PAGE>
                                                                       EXHIBIT P
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                          RESTRUCTURING EFFECTIVE DATE
                                LETTER AGREEMENT


         THIS RESTRUCTURING EFFECTIVE DATE LETTER AGREEMENT (this "Agreement")
is made and entered into as of October 28, 2002 (the "Restructuring Effective
Date") by and among ORION POWER HOLDINGS, INC., a Delaware corporation ("OPH"),
ORION POWER CAPITAL LLC, a Delaware limited liability company ("Holdco"), ORION
POWER NEW YORK, L.P., a Delaware limited partnership ("OPNY"), ORION POWER
MIDWEST, L.P., a Delaware limited partnership ("OPMW") (OPH, Holdco, OPNY and
OPMW are referred to collectively as the "Orion Parties"), the Original OPNY
Lenders (defined below), the Original OPMW Lenders (defined below), the OPH
Lenders (defined below), the OPH Administrative Agent (defined below) and the
Exiting OPNY Lenders (defined below).

                                    RECITALS:

         WHEREAS, OPH is party to that certain Credit Agreement, dated as of
July 27, 2000 as amended prior to the date hereof, (the "OPH Revolver"), with
each of Union Bank of California, N.A. ("UBOC"), Canadian Imperial Bank of
Commerce ("CIBC"), The Bank of Nova Scotia ("Scotia") and Bayerische Hypo- und
Vereinsbank, AG, New York Branch ("HVB") as lenders (in such capacity,
collectively, the "OPH Lenders," and each an "OPH Lender"), the letter of credit
issuing banks party thereto from time to time, UBOC, as administrative agent
(the "OPH Administrative Agent"), CIBC World Markets Corp., as syndication
agent, and Scotia, as documentation agent;

         WHEREAS, (i) Holdco is a direct, wholly-owned subsidiary of OPH and
(ii) each of OPNY and OPMW are indirect, wholly-owned subsidiaries of both OPH
and Holdco;

         WHEREAS, OPNY is party to that certain Credit Agreement, dated as of
July 28, 1999 (as amended prior to the date hereof, the "Original OPNY Credit
Agreement"), with each of Banc of America Securities, LLC and BNP Paribas as
lead arrangers, the financial institutions party thereto as lenders (the
"Original OPNY Lenders" and each, an "Original OPNY Lender"), Bank of America,
N.A. as issuing bank, and Bank of America, N.A., as administrative agent;

         WHEREAS, OPMW is party to that certain Amended and Restated Credit
Agreement, dated as of December 15, 2000 (as amended prior to the date hereof,
the "Original OPMW Credit Agreement"), with Banc of America Securities LLC, as
Co-Lead Arranger and as a Joint Book-Runner, Bank of America, N.A., as Issuing
Bank and Administrative Agent, Goldman Sachs Credit Partners, L.P., as Co-Lead
Arranger, Syndication Agent and a Joint Book Runner, Paribas, as an Arranger, a
Documentation Agent and a Syndication Agent, Deutsche Bank Securities Inc., as
an Arranger, Deutsche



<PAGE>

Bank AG New York Branch, as a Documentation Agent and a Syndication Agent, and
the financial institutions from time to time party thereto as lenders (the
"Original OPMW Lenders" and each, an "Original OPMW Lender");

         WHEREAS, OPNY desires to enter into an Amended and Restated Credit
Agreement (the "Restated OPNY Credit Agreement") with each of Banc of America
Securities, LLC and BNP Paribas, as Lead Arrangers and Joint Book Runners, the
financial institutions party thereto, as lenders (the "OPNY Lenders"), Bank of
America, N.A., as Issuing Bank, Bank of America, N.A., as Administrative Agent
(the "OPNY Administrative Agent"), BNP Paribas as Syndication Agent, and each of
Union Bank of California, N.A., CoBank, ACB and Deutsche Bank AG New York and/or
Cayman Island Branch, as Documentation Agents, amending and restating the
Original OPNY Credit Agreement in its entirety;

         WHEREAS, OPMW desires to enter into a Second Amended and Restated
Credit Agreement (the "Restated OPMW Credit Agreement," and, together with the
OPNY Credit Agreement, the "Restated Credit Agreements") with Banc of America
Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book Runners, the
financial institutions party thereto, as lenders (the "OPMW Lenders"), Bank of
America, N.A. as Issuing Bank, Bank of America, N.A., as Administrative Agent
(the "OPMW Administrative Agent"), BNP Paribas, as Syndication Agent, and each
of The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd, and Bayerische Hypo-Und
Vereinsbank AG, New York Branch, as Documentation Agents, amending and restating
the Original OPMW Credit Agreement in its entirety;

         WHEREAS, it is a condition precedent to each of the Restated Credit
Agreements that Holdco enter into a deposit account agreement (the "Holdco
Deposit Account Agreement") by and among Holdco and Bank of America, N.A., as
Collateral Agent (in such capacity, the "Collateral Agent") an Intercreditor and
Agency Agreement executed and delivered contemporaneously with the Restated
Credit Agreements by and among the OPNY Administrative Agent, the OPMW
Administrative Agent, the OPNY Lenders, the OPMW Lenders, and the Collateral
Agent;

         WHEREAS, it is a condition precedent of each of the Restated Credit
Agreements that the OPH Revolver and all commitments thereunder have been
terminated;

         WHEREAS, it is a condition precedent of the Restated OPNY Credit
Agreement that, in connection with the termination of the OPH Revolver, the OPH
Lenders (other than CIBC) shall become OPNY Lenders pursuant to the terms and
conditions of the Restated OPNY Credit Agreement; and

         WHEREAS, the parties hereto do now desire to enter into this Agreement
to evidence their agreement regarding the occurrence of certain events required
to effectuate the transactions contemplated by the Restated Credit Agreements;




                                       2
<PAGE>

                                   AGREEMENT:

         NOW, THEREFORE, each of the Orion Parties agree with each of the OPH
Lenders, Original OPMW Lenders, Original OPNY Lenders and Exiting OPNY Lenders
(collectively, the "Lenders" and each, a "Lender"), and each of the Lenders
agree with each other, as follows:

         1. Cash Distributions and Applications. As of the Restructuring
Effective Date and contemporaneously with the satisfaction or waiver of all
conditions precedent to the effectiveness of the Restated Credit Agreements
other than those conditions that are expressly set forth in this Agreement, the
following steps (the "Cash Applications") shall be deemed to occur in the
following order:

                  A. Cash of OPNY, currently held in the OPNY Debt Service
         Account, shall be applied to pay the OPNY Lenders all interest, fees
         and other costs accrued but not paid under the Original OPNY Credit
         Agreement as of the Restructuring Effective Date. Cash of OPMW,
         currently held in the OPMW Debt Service Account, and/or $690,000 of
         cash of OPMW, currently held in the OPMW Debt Service Reserve Account,
         shall be applied to pay the OPMW Lenders all interest, fees and other
         costs accrued but not paid under the Original OPMW Credit Agreement as
         of the Restructuring Effective Date.

                  B. Cash of OPNY (x) currently held in the OPNY Revenue
         Account, in the amount of $179,686,631.18, (y) currently held in the
         OPNY Distribution Account, in the amount of $1,575,882.54, and (z)
         currently held in the OPNY Debt Service Reserve Account, in the amount
         of $15,037,486.28, shall be applied as follows: (i) $76,500,000 shall
         be distributed from OPNY to Holdco, (x) $25,000,000 of which will be
         held in the Holdco Initial Indenture Debt Service Account and
         $23,500,000 of which will be held in the Holdco Allowance Purchase
         Reserve Account, in each case pursuant to the terms of the Holdco
         Deposit Account Agreement, and (y) $28,000,000 of which shall be held
         in the Holdco Restructuring Cost Reserve Account to be used by Holdco
         to pay transaction fees and costs related to the transactions
         contemplated by the Restated Credit Agreements; (ii) $59,800,000 shall
         be applied to prepay outstanding principal of Acquisition Loans under
         the Original OPNY Credit Agreement to the Original OPNY Lenders on a
         pro rata basis based upon total Loans and Commitments outstanding under
         the Original OPNY Credit Agreement immediately prior to the
         Restructuring Effective Date; and (iii) $60,000,000 (such amount, plus
         any accrued but unpaid interest and fees under the OPH Revolver, the
         "OPH Revolver Payoff Amount") shall be applied in the manner
         contemplated by Section 1(D) below.

                  C. Cash of OPMW, currently held in the OPMW Revenue Account,
         in the amount of $15,500,000 shall be applied as follows: (i)
         $14,000,000 shall be applied to prepay outstanding principal of
         Acquisition Loans under the Original OPMW Credit Agreement to the
         Original OPMW Lenders on a pro rata basis




                                       3
<PAGE>

         based upon total Loans and Commitments outstanding under the OPMW
         Credit Agreement immediately prior to the Restructuring Effective Date;
         and (ii) $1,500,000 of which will be held in the Holdco Allowance
         Purchase Reserve Account pursuant to the terms of the Holdco Deposit
         Account Agreement.

                  D. UBOC, Scotia and HVB shall unconditionally commit to
         acquire Loans and Commitments (as defined in the Original OPNY Credit
         Agreement and to the extent acquired as contemplated herein, the
         "Acquired OPNY Loans and Commitments") in the aggregate amount of
         $44,000,000 (allocated in the aggregate amounts of $16,000,000 to each
         of UBOC and Scotia and $12,000,000 to HVB) as follows:

                           (i) First, cash equal to 100% of the outstanding
                  principal amount of loans ($37,109,845.34 in the aggregate,
                  the "Exiting OPNY Lender Payoff Amount") owed to each of CIBC,
                  Bank of Montreal and Bank Hapoalim, B.M. (the "Exiting OPNY
                  Lenders") under the Original OPNY Credit Agreement shall be
                  used to acquire all of the Acquisition Loans of the Exiting
                  OPNY Lenders under the Original OPNY Credit Agreement. The
                  transfer of that portion of the Acquired OPNY Loans and
                  Commitments from the Exiting OPNY Lenders to UBOC, Scotia and
                  HVB as contemplated by this Section 1(D)(i) shall be
                  effectuated by a Master Assignment and Acceptance Agreement in
                  the form of Exhibit A attached hereto.

                           (ii) Second, cash in the amount of $6,890,154.66
                  shall be used to acquire, on a pro-rata basis based on total
                  Loans and Commitments, notes and obligations from all of the
                  Original OPNY Lenders (other than the Exiting OPNY Lenders)
                  under the Original OPNY Credit Agreement. The transfer of such
                  portion of the Acquired OPNY Loans from the Original OPNY
                  Lenders (other than the Exiting OPNY Lenders) as contemplated
                  by this Section 1(D)(ii) shall be effectuated by a Master
                  Assignment and Acceptance Agreement in the form of Exhibit A
                  attached hereto.

                           (iii) The OPH Lenders hereby agree and acknowledge
                  that they shall cancel the OPH Revolver, and the notes and
                  credits that they hold and are owed pursuant thereto, in
                  exchange for and upon receipt of (a) (x) in the case of CIBC,
                  cash in the amount of $16,000,000 and (y) in the case of UBOC,
                  Scotia and HVB, the notes and obligations held by the Exiting
                  OPNY Lenders as described in Section 1(D)(i) and (b) the notes
                  and obligations held by the other Original OPNY Lenders as and
                  to the extent described in Section 1(D)(ii), and that such
                  actions (rather than the actual transfer of funds to UBOC,
                  Scotia and HVB) shall be deemed to constitute the Cash
                  Applications contemplated by Sections 1(D)(i) and 1(D)(ii)
                  above. As a result of their acquisition of the Acquired OPNY
                  Loans pursuant to the terms of this Section 1(D), UBOC, Scotia
                  and HVB shall




                                       4
<PAGE>

                  become parties to the Original OPNY Credit Agreement, and
                  immediately thereafter, the Restated OPNY Credit Agreement as
                  contemplated by this Agreement and by the Restated OPNY Credit
                  Agreement.

                  E. The OPNY Lenders shall unconditionally commit to acquire
         Working Capital Loan Commitments of the Exiting OPNY Lenders under the
         Original OPNY Credit Agreement in the aggregate amount of $4,232,000
         (allocated in the aggregate amounts of $2,157,000 to Bank of Montreal
         and $2,075,000 to CIBC), on a pro rata basis based upon such OPNY
         Lenders' total Loans and Commitments under the Original Credit
         Agreement (after giving effect to the actions described in the
         foregoing clauses 1.A through 1.D hereof); however, those OPNY Lenders
         who are not Working Capital Lenders under the Original OPNY Credit
         Agreement will then swap their resulting pro rata share of such
         $4,232,000 for a like amount of the Acquisition Loans with Bank of
         America, N.A. and BNP Paribas. The assignments and acceptances as
         contemplated by this Section 1(E) shall be effectuated by a Master
         Assignment and Acceptance Agreement in the form of Exhibit A attached
         hereto.

                  F. Cash of OPNY currently held in the OPNY Revenue Account, in
         the amount of $1,650,000 shall be applied to prepay outstanding
         principal of Acquisition Loans under the Restated OPNY Credit Agreement
         to the Original OPNY Lenders in accordance with the terms of the
         Original OPNY Credit Agreement and shall be deemed to be in payment of
         the principal amount due and payable to the OPNY Lenders on December
         31, 2002 under the Restated OPNY Credit Agreement. Cash of OPMW,
         currently held in the OPMW Revenue Account, in the amount of $4,950,000
         shall be applied to prepay outstanding principal of Acquisition Loans
         under the Original OPMW Credit Agreement to the Original OPMW Lenders
         in accordance with the terms of the Original OPMW Credit Agreement and
         shall be deemed to be in payment of the amount due and payable to the
         OPMW Lenders on December 31, 2002 under the Restated OPMW Credit
         Agreement.

         2. Restated Credit Agreements. The parties hereby agree that this
Agreement sets forth the parties' understanding of the Cash Applications
necessary to effect the transactions contemplated by the terms and conditions of
the Restated Credit Agreements. The Restated Credit Agreements shall govern the
credits and commitments related thereto.

         3. Agreement of OPH and the OPH Lenders. OPH, the OPH Administrative
Agent and the OPH Lenders hereby acknowledge and agree that effective upon
receipt by each of the OPH Lenders of its pro rata share of the OPH Revolver
Payoff Amount in the manner described in Section 1 above, (a) the OPH Revolver,
and all obligations of OPH thereunder, shall be terminated and no longer of any
force and effect, (b) all obligations and commitments of the OPH Lenders under
the OPH Revolver shall be permanently terminated and no longer of any force and
effect, and (c) all liens and other encumbrances created under the OPH Revolver,
if any, shall be released and be of no further force and



                                       5
<PAGE>

effect; provided, however, that any indemnification or similar obligations that
by the express terms of the OPH Revolver are stated to survive termination shall
continue to survive.

              4. Agreement of the Exiting OPNY Lenders. Each Exiting OPNY Lender
hereby acknowledges and agrees that effective upon its receipt of its pro rata
share of the Exiting OPNY Lender Payoff Amount in the manner described in
Section 1(D)(i) above, (a) all obligations of OPNY to the Exiting OPNY Lenders
shall be terminated and no longer of any force and effect, (b) all obligations
and commitments of the Exiting OPNY Lenders under the Original OPNY Credit
Agreement shall be transferred as provided in the Master Assignment and
Acceptance Agreement, and (c) all liens and other encumbrances created under the
Financing Documents (as defined in the Original OPNY Credit Agreement, the "OPNY
Financing Documents") in favor of the Exiting OPNY Lenders shall have been
assigned by the Exiting OPNY Lenders as contemplated above and the Exiting OPNY
Lenders shall have no interest in or claim upon the collateral security provided
in the OPNY Financing Documents or in or upon any other assets or property of
OPNY or its affiliates pursuant to the Original OPNY Credit Agreement or the
other OPNY Financing Documents; provided, however, that any indemnification or
similar obligations that by the express terms of the OPNY Financing Documents
are stated to survive termination shall continue to survive in favor for the
Original OPNY Lenders.

         5. Consent and Waiver. The parties hereto hereby consent to and agree
to permit the Cash Applications as described herein despite any provisions to
the contrary in any of the documents and agreements related to the OPH Revolver,
the Original OPNY Credit Agreement and the Original OPMW Credit Agreement. The
parties hereby agree to waive any contrary provisions of the terms, covenants
and conditions of any of the documents and agreements related to the OPH
Revolver, the Original OPNY Credit Agreement and the Original OPMW Credit
Agreement to the extent necessary to effect the Cash Applications and the other
actions and transactions described in and contemplated by this Agreement.

         6. Counterpart Signatures. This Agreement may be executed in
counterpart.

         7. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and assigns.

         8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY SUCH
REQUIREMENT OF LAWS THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO
THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION ARE MANDATORILY APPLICABLE. ANY
DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THE PARTIES HERETO IN CONNECTION WITH THIS
AGREEMENT, WHETHER




                                       6
<PAGE>

ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND
DECISIONS OF THE STATE OF NEW YORK.

         In witness whereof, the parties to the foregoing Closing Memorandum
have caused this Agreement to be executed by their duly authorized
representatives as of the date and year first above written.


                       [SIGNATURES ON THE FOLLOWING PAGES]


                                       7
<PAGE>
                                      ORION PARTIES:

                                      ORION POWER HOLDINGS, INC.,
                                      a Delaware corporation

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


                                      ORION POWER CAPITAL LLC,
                                      a Delaware limited liability company

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


                                      ORION POWER NEW YORK, L.P.,
                                      a Delaware limited partnership

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


                                      ORION POWER MIDWEST, L.P.,
                                      a Delaware limited partnership

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

                                      OPH ADMINISTRATIVE AGENT:

                                      UNION BANK OF CALIFORNIA, N.A.

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



<PAGE>
                                      OPH LENDERS:

                                      UNION BANK OF CALIFORNIA, N.A.

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

                                      CANADIAN IMPERIAL BANK OF
                                      COMMERCE

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

                                      THE BANK OF NOVA SCOTIA

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


                                      BAYERISCHE HYPO- UND VEREINSBANK, AG,
                                      NEW YORK BRANCH

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


                                      ORIGINAL OPNY LENDERS:

                                      BANK OF AMERICA, N.A.


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

<PAGE>
                                      BNP PARIBAS


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


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


                                      BAYERISCHE HYPO-UND
                                      VEREINSBANK AG, NEW YORK
                                      BRANCH


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


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


                                      ABN AMRO BANK N.V.


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


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


<PAGE>
                                      COBANK, ACB


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


                                      DEUTSCHE BANK AG NEW YORK BRANCH AND/OR
                                      CAYMAN ISLANDS BRANCH


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


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


                                      UNION BANK OF CALIFORNIA, N.A.


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


                                      ING CAPITAL LLC


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


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



<PAGE>


                                      DZ BANK AG DEUTSCHE ZENTRAL-
                                      GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN,
                                      NEW YORK BRANCH

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


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

                                      FLEET NATIONAL BANK

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


                                      DRESDNER BANK AG, NEW YORK AND GRAND
                                      CAYMAN BRANCHES


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


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


                                      CIBC INC.

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



<PAGE>

                                      MIZUHO CORPORATE BANK, LTD


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


                                      THE ROYAL BANK OF SCOTLAND PLC


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


                                      BANK OF SCOTLAND


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

                                      LLOYDS TSB BANK PLC


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

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


                                      ABBEY NATIONAL TREASURY SERVICES PLC

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



<PAGE>
                                      THE GOVERNOR AND COMPANY OF THE BANK OF
                                      IRELAND

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

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


                                      NORDDEUTSCHE LANDESBANK GIROZENTRALE,
                                      NEW YORK/GRAND CAYMAN ISLANDS


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

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


                                      SUMITOMO MITSUI BANKING CORPORATION


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


                                      ERSTE BANK DER OESTERREICHISCHEN
                                      SPARKASSEN


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


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


<PAGE>
                                      LANDESBANK SCHLESWIG-HOLSTEIN
                                      GIROZENTRALE


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

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

                                      BANK HAPOALIM, B.M.


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

                                      BANK OF MONTREAL

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

                                      THE BANK OF NOVA SCOTIA


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


                                      ORIGINAL OPMW LENDERS:


                                      BANK OF AMERICA, N.A., as Revolving Lender
                                      and an Acquisition Lender


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


<PAGE>
                                      LANDESBANK SCHLESWIG-HOLSTEIN
                                      GIROZENTRALE


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

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




<PAGE>


                                      BNP PARIBAS, as a Revolving Lender and an
                                      Acquisition Lender


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


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

                                      DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN
                                      ISLAND BRANCH, as a Revolving Lender and
                                      an Acquisition Lender


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

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


                                      BAYERISCHE HYPO- UND VEREINSBANK AG, NEW
                                      YORK BRANCH, as a Revolving Lender and an
                                      Acquisition Lender


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


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



<PAGE>

                                      DEXIA- CREDIT LOCAL DE FRANCE, as a
                                      Revolving Lender and an Acquisition Lender


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


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


                                      DZ BANK AG DEUTSCHE ZENTRAL-
                                      GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN,
                                      NEW YORK BRANCH, as a Revolving Lender and
                                      an Acquisition Lender


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


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


                                      DRESDNER BANK AG, NEW YORK AND GRAND
                                      CAYMAN BRANCHES, as a Revolving Lender
                                      and an Acquisition Lender


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


                                      By:
                                         -----------------------------
                                         Name:
                                         Title:
<PAGE>


                                      ING CAPITAL LLC, as a Revolving Lender and
                                      an Acquisition Lender


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


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

                                      SOCIETE GENERALE, as a Revolving Lender
                                      and an Acquisition Lender


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


                                      UNION BANK OF CALIFORNIA, N.A., as a
                                      Revolving Lender and an Acquisition Lender


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


                                      ABN AMRO BANK N.V., as a Revolving Lender
                                      and an Acquisition Lender


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


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



<PAGE>
                                      COBANK, ACB, as a Revolving Lender and an
                                      Acquisition Lender


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

                                      CREDIT LYONNAIS NEW YORK BRANCH, as a
                                      Revolving Lender and an Acquisition Lender


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


                                      MIZUHO CORPORATE BANK, LTD, as a Revolving
                                      Lender and an Acquisition Lender

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


                                      FLEET NATIONAL BANK, as a Revolving Lender
                                      and an Acquisition Lender

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



<PAGE>

                                      NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW
                                      YORK/GRAND CAYMAN ISLANDS BRANCH, as a
                                      Revolving Lender and an Acquisition Lender


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


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


                                      THE ROYAL BANK OF SCOTLAND PLC, as a
                                      Revolving Lender and an Acquisition Lender


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


                                      ABBEY NATIONAL TREASURY SERVICES PLC, as
                                      an Acquisition Lender


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


                                      BANK ONE, NA, as an Acquisition Lender


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


                                      BARCLAYS BANK PLC, as an Acquisition
                                      Lender


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



<PAGE>
                                      LLOYDS TSB BANK PLC, as an Acquisition
                                      Lender


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


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


                                      THE GOVERNOR AND COMPANY OF THE BANK OF
                                      SCOTLAND, as an Acquisition Lender


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


                                      SUMITOMO MITSUI BANKING CORPORATION, as an
                                      Acquisition Lender


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

                                      AIB CAPITAL MARKETS PLC, as an Acquisition
                                      Lender


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



<PAGE>


                                      BANCA NAZIONALE DEL LAVORO S.P.A., NEW
                                      YORK BRANCH, as an Acquisition Lender


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


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


                                      CREDIT INDUSTRIEL ET COMMERCIAL, as an
                                      Acquisition Lender


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


                                      NATIONAL CITY BANK OF PENNSYLVANIA, as an
                                      Acquisition Lender


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


                                      THE GOVERNOR AND COMPANY OF THE BANK OF
                                      IRELAND, as an Acquisition Lender


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


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


<PAGE>
                                      ERSTE BANK DER OESTERREICHISCHEN
                                      SPARKASSEN AG, as an Acquisition Lender


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


                                      UFJ BANK LIMITED (f/k/a THE SANWA BANK
                                      LIMITED), NEW YORK BRANCH, as an
                                      Acquisition Lender


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


                                      COOPERATIEVE CENTRALE RAIFFEISEN-
                                      BOERENLEENBANK B.A., as an Acquisition
                                      Lender


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


                                      CSAM FUNDING I, as a Revolving Lender and
                                      an Acquisition Lender


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


                                      FIRST DOMINION FUNDING I, as an
                                      Acquisition Lender


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



<PAGE>

                                      BANK HAPOALIM, B.M.


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

                                      BANK OF MONTREAL

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

                                      THE BANK OF NOVA SCOTIA


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

                                      EXITING OPNY LENDERS:

                                      CIBC, INC.

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


                                      BANK OF MONTREAL

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


                                      BANK HAPOALIM, B.M.

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



<PAGE>
                                    EXHIBIT A


                   MASTER ASSIGNMENT AND ACCEPTANCE AGREEMENT

         THIS MASTER ASSIGNMENT AND ACCEPTANCE AGREEMENT, dated as of October
28, 2002 (this "Agreement"), among the financial institutions listed on Schedule
1 to this Agreement (collectively, the "Assignors"), the financial institutions
listed on Schedule 2 to this Agreement (collectively, the "Assignees"), and Bank
of America, N.A., as administrative agent under the Credit Agreement referred to
below (in such capacity, together with any successor and assigns, the
"Administrative Agent").

                             PRELIMINARY STATEMENTS

         1. This Agreement relates to the Credit Agreement, dated as of July 28,
1999 (as such agreement may be modified, amended or supplemented from time to
time, the "Credit Agreement"), among ORION POWER NEW YORK, L.P. (the
"Borrower"), BANC OF AMERICA SECURITIES LLC and PARIBAS, as lead arrangers
(collectively, the "Lead Arrangers"), the financial institutions signatories
thereto and each other financial institution which may thereafter become an
assignee pursuant to Section 9.06 thereto (each a "Lender", and collectively the
"Lenders"), BANK OF AMERICA, N.A., as Issuing Bank and BANK OF AMERICA, N.A., as
Administrative Agent. All capitalized terms not otherwise defined herein shall
have the respective meanings set forth in the Credit Agreement.

         2. Immediately before giving effect to this Agreement, each of the
Assignors has the Acquisition Loan Commitments and Working Capital Loan
Commitments (collectively, the "Commitments"), as well as the outstanding
Acquisition Loan Advances and outstanding Working Capital Loan Advances
(collectively, the "Outstanding Advances") set forth on Schedule 3 hereto. Each
of the Assignors propose to assign to each of the Assignees, and each of the
Assignees proposes to assume, all of the rights of each such Assignor under the
Credit Agreement in respect of each Assignee's pro rata share of all or a
portion of such Assignor's Commitments (the "Assigned Commitments") and
Outstanding Advances (the "Assigned Advances," and, together with the Assigned
Commitments, the "Assigned Interests"), as the case may be, such that,
immediately upon giving effect to this Agreement, each of the Assignors and each
of the Assignees shall have the Acquisition Loan Commitments, Working Capital
Loan Commitments, outstanding Acquisition Loan Advances and outstanding Working
Capital Loan Advances set forth on Schedule 4 hereto.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

         SECTION 1. Assignment. Effective as of the effective date set forth on
Schedule 1 (the "Effective Date"), each of the Assignors hereby sells, assigns,
transfers and conveys to each Assignee such Assignee's pro rata share of all of
the rights and


<PAGE>

obligations of such Assignor under the Credit Agreement in and to its respective
portion of the Assigned Interests, and each Assignee hereby accepts such
assignment, transfer and conveyance from the Assignors and assumes all of the
obligations of the Assignors under the Credit Agreement in and to such Assigned
Interests. Upon (a) the execution and delivery hereof by the Assignors, the
Assignees and the Administrative Agent and (b) the payment of the amounts
specified in Section 2 hereof required to be paid on the date hereof, (i) each
Assignee shall, as of the date hereof, be deemed to be an Acquisition Lender and
Working Capital Lender listed on the signature pages to the Credit Agreement and
succeed to the rights and be obligated to perform the obligations of an
Acquisition Lender and Working Capital Lender under the Credit Agreement with
the Commitments and Outstanding Advances set forth on Schedule 4 hereto, and
(ii) the aggregate Commitments and Outstanding Advances of each Assignor shall,
as of the date hereof, be reduced to the amounts set forth on Schedule 4 hereto,
and the Assignors shall be released from their respective obligations under the
Credit Agreement to the extent such obligations have been assumed by the
Assignee. The assignment provided for herein shall be without recourse to the
Assignors. The assignment executed hereby is made pursuant to and in accordance
with Section 9.06 of the Credit Agreement.

         SECTION 2. Payments. It is understood that all unpaid interest accrued
and Fees with respect to the Assigned Interests accrued prior to the date hereof
are for the account of the Assignors. The interest and Fees with respect to the
Assigned Interests accruing from and including the date hereof are for the
account of the Assignee. Each of the Assignors and the Assignees hereby agrees
that if it receives any amount under the Credit Agreement which is for the
account of the other party hereto, it shall receive the same for the account of
such other party to the extent of such other party's interest therein and shall
promptly pay the same to such other party.

         SECTION 3. Participations. The Assignees may sell or grant
participations in all or any part of the rights granted to it hereunder in
accordance with the provisions of Section 9.06(g) of the Credit Agreement.

         SECTION 4. Non-Reliance on Assignors, the Lenders, the Lead Arrangers,
the Issuing Bank or the Administrative Agent. (a) Neither the Assignors, the
Lenders, the Lead Arrangers, the Issuing Bank nor the Administrative Agent shall
be responsible to the Assignees for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of any of the
Transaction Documents or for any representations, warranties, recitals or
statements made therein or in any written or oral statement or in any financial
or other statements, instruments, reports, certificates or any other documents
made or furnished or made available by the Assignors, the Lenders, the Issuing
Bank or the Administrative Agent to the Assignees or by or on behalf of the
Borrower to the Assignors, the Lenders, the Issuing Bank, the Administrative
Agent or the Assignees in connection with the Transaction Documents and the
transactions contemplated thereby. Neither the Assignors, the Lenders, the
Issuing Bank nor the Administrative Agent shall be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements



<PAGE>

contained in any of the Transaction Documents or as to the use of the proceeds
of the Advances or as to the existence or possible existence of any Default or
Event of Default.

         (b) Neither the Assignors, the Lenders, the Lead Arrangers, the Issuing
Bank nor the Administrative Agent makes any representation or warranty in
connection with, and shall have no responsibility with respect to, the solvency,
financial condition, or statements of the Borrower, or any other party to any
Financing Document, or the validity and enforceability of the Obligations. Each
Assignee hereby acknowledges that it has, independently and without reliance on
the Assignors, the Lenders, the Issuing Bank or the Administrative Agent, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement and will continue
to be responsible for making its own independent appraisal of the business,
affairs and financial condition of the Borrower and of each other party to the
Financing Documents.

         SECTION 5. Representations and Warranties of Assignee. Each Assignee
(i) represents and warrants that it is legally authorized to enter into this
Agreement, (ii) confirms that it has received a copy of the Security Documents,
the Credit Agreement, the other Financing Documents and the Project Contracts
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Agreement, (iii) agrees
that it will, independently and without reliance upon the Administrative Agent,
the Assignors or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement, the Security
Agreements and other Financing Documents, (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Security Agreements, the Credit Agreement and the other Financing Documents are
required to be performed by it as a Lender and (v) specifies as its lending
offices (and address for notices) the offices set forth on Schedule 2 hereto.

         SECTION 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY
SUCH REQUIREMENT OF LAWS THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION ARE MANDATORILY
APPLICABLE. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE PARTIES HERETO IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND
DECISIONS OF THE STATE OF NEW YORK.

         SECTION 7. Amendment. No term or provision of this Agreement may be
amended, changed, waived, discharged or terminated orally, but only by an
instrument in


<PAGE>

writing signed by the Assignors and the Assignees, with the consent of the
Administrative Agent.

         SECTION 8. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.


<PAGE>
         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.



                                  ADMINISTRATIVE AGENT:

                                      BANK OF AMERICA, N.A.

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

                                  ASSIGNEES:

                                      UNION BANK OF CALIFORNIA, N.A.

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

                                      THE BANK OF NOVA SCOTIA

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


                                      BAYERISCHE HYPO- UND VEREINSBANK,
                                      AG, NEW YORK BRANCH

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


<PAGE>




                                  ASSIGNORS:

                                      BANK OF AMERICA, N.A.


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

                                      BNP PARIBAS


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


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


                                      BAYERISCHE HYPO- UND VEREINSBANK AG,
                                      NEW YORK BRANCH


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


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




<PAGE>


                                      ABN AMRO BANK N.V.


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


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

                                      COBANK, ACB


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


                                      DEUTSCHE BANK AG NEW YORK BRANCH AND/OR
                                      CAYMAN ISLANDS BRANCH


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


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


                                      UNION BANK OF CALIFORNIA, N.A.


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


<PAGE>


                                      ING CAPITAL LLC


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


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

                                      DZ BANK AG DEUTSCHE ZENTRAL-
                                      GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN,
                                      NEW YORK BRANCH


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


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


                                      FLEET NATIONAL BANK


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




<PAGE>


                                      DRESDNER BANK AG, NEW YORK AND GRAND
                                      CAYMAN BRANCHES


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


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


                                      CIBC INC.


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


                                      MIZUHO CORPORATE BANK, LTD


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


                                      THE ROYAL BANK OF SCOTLAND PLC


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


                                      BANK OF SCOTLAND


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



<PAGE>
                                      LLOYDS TSB BANK PLC


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

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


                                      ABBEY NATIONAL TREASURY SERVICES PLC

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


                                      THE GOVERNOR AND COMPANY OF THE BANK
                                      OF IRELAND

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

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


                                      NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW
                                      YORK/GRAND CAYMAN ISLANDS


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

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


<PAGE>

                                      SUMITOMO MITSUI BANKING CORPORATION


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


                                      ERSTE BANK DER OESTERREICHISCHEN
                                      SPARKASSEN


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

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


                                      LANDESBANK SCHLESWIG-HOLSTEIN
                                      GIROZENTRALE


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

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


                                      EXITING OPNY LENDERS:

                                      CIBC, INC.

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




<PAGE>


                                      BANK OF MONTREAL

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


                                      BANK HAPOALIM, B.M.

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

<PAGE>
                                                                       EXHIBIT T
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT


                   [LETTERHEAD OF BANK OF AMERICA, N.A.]

                   IRREVOCABLE STANDBY LETTER OF CREDIT

                              Date:

Number:
Amount:            U.S. $10,000,000
Account Party:     Orion Power MidWest, L.P.
                   2000 Cliff Mine Road, Suite 200
                   Pittsburgh, PA 15275

Beneficiary:       Duquesne Light Company
                   Cherrington Corporate Center
                   400 Fairway Drive, Suite 300
                   Moon Township, PA  15108


                  We hereby establish our Irrevocable Standby Letter of Credit
No. ____ in favor of the addressee hereof (the "Beneficiary") for the account of
Orion Power MidWest, L.P. (the "Borrower") for an amount not exceeding a total
of U.S. $10,000,000 (Ten Million U.S. Dollars) (such amount, as reduced or
reinstated from time to time in accordance with the provisions hereof, the
"Stated Amount"). This Letter of Credit is issued in connection with the POLR
Agreement, dated as of September 24, 1999, between Orion Power Holdings, Inc.
and Duquesne Light Company (the "POLR I Agreement"), the POLR II Agreement,
dated as of April 16, 2000 between Orion Power MidWest, L.P. and Duquesne Light
Company (the "POLR II Agreement" and, collectively with the POLR Agreement, the
"POLR Agreements") and the Credit Agreement, dated as of April 28, 2000 the
("Credit Agreement"), among the Borrower, Banc of America Securities LLC and
Goldman Sachs Credit Partners L.P., as co-lead arrangers (the "Co-Lead
Arrangers"), Paribas and Deutsche Bank Securities Inc, as arrangers (together
with the Co-Lead Arrangers, the "Arrangers"), Bank of America, N.A., as
administrative agent for the Lenders (in such capacity, together with any
successors and assigns, the "Administrative Agent"), Bank of America, N.A., as
issuer of this Letter of Credit (the "Issuing Bank"), Goldman Sachs Credit
Partners L.P., Paribas and Deutsche Bank AG New York Branch, as syndication
agents (collectively, the "Syndication Agents"), Banc of America Securities LLC
and Goldman Sachs Credit Partners L.P., as joint book runners (the "Joint Book
Runners"), Paribas and Deutsche Bank AG New York Branch, as documentation agents
(collectively, the "Documentation Agents"), and the Lenders named on the
signature pages thereto and from time to time parties thereto (the "Lenders")
pursuant to which the Lenders have agreed, inter alia, to make available credit
facilities to the Borrower to finance a portion of the purchase price of the

<PAGE>

Portfolio Assets (as defined in the Credit Agreement) and to provide revolving
credit availability to the Borrower.

Funds under this Letter of Credit are available to you upon our receipt of a
certificate in the form of Exhibit A attached hereto (the "Demand Certificate"),
purportedly signed by your duly authorized officer and appropriately completed,
if such Demand Certificate is presented as hereinafter specified on or before
the Letter of Credit Expiration Date (as hereinafter defined).

Drawing Procedures: One Demand Certificate shall be presented for each drawing
hereunder. Each Demand Certificate shall be dated the date of presentation and
shall be presented to Bank of America, N.A., located at 333 S. Beaudry Avenue,
19th Floor, Mail Code: CA9-703-19-23, Los Angeles, CA 90017 or such other
address as we may designate in writing. If your Demand Certificate is presented
by 12:00 noon (New York City time), by facsimile to (213) 345-6694 on any day on
which we open for business (a "Business Day"), in strict conformity with the
terms and conditions of this Letter of Credit, we will honor the same by making
payment, in accordance with your payment instructions, by 3:00 p.m. (New York
City time) the same Business Day, otherwise we will honor your Demand
Certificate by making payment, in accordance with your payment instructions, by
1:00 p.m. (New York City time) the following Business Day.

Partial drawings are allowed.

The amount available to be drawn under this Letter of Credit shall be
automatically reduced by the amount of any drawing hereunder.

Letter of Credit Expiration Date. This Letter of Credit is effective on April
28, 2000 and is valid until 5:00 p.m., New York City time, on April 28, 2001
(the "Letter of Credit Expiration Date"). This Letter of Credit shall
automatically be extended for a period of one year from the Letter of Credit
Expiration Date and shall thereafter automatically be extended for an additional
one-year period on each expiration date thereafter; provided, that, this Letter
of Credit shall terminate on the earliest to occur of (a) the date that is five
(5) Business Days after the delivery by Bank of America, N.A., as Administrative
Agent, to you, with a copy to us, of a notice of termination of this Letter of
Credit no later than October 18, 2002 or such earlier date as may be required
pursuant to the terms of the Credit Agreement, (b) a drawing under this Letter
of Credit by the Beneficiary equal to the then applicable Stated Amount, (c) the
date that is five (5) Business Days after the delivery by us of a notice of
termination of this Letter of Credit to you no later than thirty (30) days prior
to the then current expiration date (the "Current Letter of Credit Expiration
Date"), (d) the date that is five (5) Business Days after the delivery by Bank
of America, N.A., as Administrative Agent, to you, with a copy to us, of a
notice of termination of the Revolving Loan Commitments in accordance with the
terms of the Credit Agreement. Notwithstanding the foregoing, in no event shall
this Letter of Credit be extended beyond October 23, 2002. Upon expiration or
termination of this Letter of Credit, our obligations hereunder shall be fully
discharged and we shall thereafter have no obligation to make further payments
under this Letter of Credit. By paying to you the full amount demanded in
accordance therewith, we make no representation as to the correctness of the
amount demanded.

<PAGE>

Transfer. The Beneficiary may not transfer, in whole or in part, any of its
rights under this Letter of Credit without the prior written consent of each of
Bank of America, N.A. and the Borrower. Upon approval by each of Bank of
America, N.A. and the Borrower, the Beneficiary shall effect such transfer of
its rights under this Letter of Credit by the delivery to us of this Letter of
Credit accompanied by a Notice of Transfer in the form attached as Exhibit B.
Upon receipt thereof and surrender of this Letter of Credit to us, we shall
endorse the letter of credit to the transferee or at the request of the
transferee issue a replacement Letter of Credit on the same terms as this Letter
of Credit but with a revised Exhibit A to the Letter of Credit showing the name
of the transferee instead of the name of the Beneficiary.

Full Agreement. This Letter of Credit sets forth in full our undertaking and
such undertaking shall not in any way be modified, amended, amplified, or
limited by reference to any document, instrument, or agreement referred to
herein, except only the Demand Certificates and drafts referred to herein; and
any such reference shall not be deemed to incorporate herein by reference any
document, instrument, or agreement except for such Demand Certificates and
drafts.

Governing Law. This Letter of Credit shall be governed by the Uniform Customs
and Practice for Documentary Credits, 1993 Revision, International Chamber of
Commerce Publication No. 500, and, as to matters not covered therein, be
governed by the laws of the State of New York, including without limitation the
Uniform Commercial Code as in effect in such State.

All documents presented to us in connection with any demand for payment
hereunder, as well as all notices and other communications to us in respect of
this Letter of Credit shall be in writing and addressed and presented to us at
our office at 333 S. Beaudry Ave., 19th Floor, Mail Code: CA9-703-19-23, Los
Angeles, CA 90017, Attention: Standby Letter of Credit Department, and shall
make specific reference to this Letter of Credit by number. Such documents,
notices and other communications shall be personally delivered to us, or may be
sent to us by telecopier (telecopier number 213-345-6694), promptly confirmed by
a written document, notice or other communication, as the case may be, delivered
to us, to the telecopier number set forth above, or to such other numbers as we
may specify from time to time in writing to you.


                                            Very truly yours,

                                            BANK OF AMERICA, N.A.




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


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

<PAGE>

                                                                    Exhibit A to
                                                       Letter of Credit No._____


                               DEMAND CERTIFICATE

Bank of America, N.A.
333 S. Beaudry Avenue, 19th Floor
Mail Code: CA9-703-19-23
Los Angeles, CA  90017
Attention: Standby Letter of Credit Department

                  I am a duly authorized officer of Duquesne Light Company (the
"Beneficiary"). Demand is hereby made for payment in the amount of U.S.
$_________, under the Bank of America, N.A. Irrevocable Standby Letter of Credit
Number _________ dated ____________ (the "Letter of Credit"), issued for the
account of Orion Power MidWest, L.P., a Delaware limited partnership (the
"Borrower"). In connection with such demand, I hereby certify as follows on
behalf of the Beneficiary:

                  The Beneficiary is making a drawing under the Letter of Credit
(all capitalized terms used herein and not otherwise defined herein shall have
the meanings attributed to them in the applicable POLR Agreement (as defined in
the Letter of Credit)) because the POLR Supplier has (i) fully or partially
failed to satisfy its payment obligations under Section 7.6 of the applicable
POLR Agreement or (ii) an Event of Default for which the Beneficiary is not
responsible exists and the Beneficiary will apply proceeds from this drawing
under this Letter of Credit to cure a monetary Event of Default.

                  The Beneficiary certifies that such amount is now due and
payable to the Beneficiary pursuant to Section [7.6] [9.3] of the applicable
POLR Agreement and such drawing amount does not exceed the stated amount of the
letter of credit required to be provided by the Borrower pursuant to Section 3.3
or Section 3.5 of the applicable POLR Agreement and Section 3.6 of the POLR II
Agreement.

                  If this Demand Certificate is presented to you by 12:00 noon
on a Business Day (as defined in the Letter of Credit) then by 3:00 p.m. on the
same Business Day, or if this Demand Certificate is presented later than 12:00
noon, then by 1:00 p.m. the following Business Day, please transfer the amount
specified above to [insert wire instructions for account of the Beneficiary,
Account No. _______, Attention: _________].

                  IN WITNESS WHEREOF, the Beneficiary has executed and delivered
this Certificate as of the ______ day of __________.


                                            DUQUESNE LIGHT COMPANY


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

<PAGE>

                                                                    Exhibit B to
                                                     Letter of Credit No. ______




Bank of America, N.A.
333 S. Beaudry Avenue, 19th floor
Mail Code: CA9-703-19-23
Los Angeles, CA  90017
Attention: Standby Letter of Credit Department


                               NOTICE OF TRANSFER

Re:      Irrevocable Standby Letter of Credit No. _______

The undersigned, a duly authorized officer of Duquesne Light Company (the
"Beneficiary") hereby advises you that all rights of the undersigned Beneficiary
to draw under the Irrevocable Standby Letter of Credit referred to above (the
"Letter of Credit") have been and are hereby irrevocably transferred to:

                           ----------------------------
                           (Name of transferee)

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

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

                           ----------------------------
                           (Address of transferee)

By this transfer, all rights of the Beneficiary in the Letter of Credit are
transferred to the Transferee and said Transferee shall hereafter have all and
exclusively the sole rights as beneficiary of the Letter of Credit, including
(without limitation) the right to draw funds under the Letter of Credit in
accordance with its terms.

The new beneficiary shall have sole rights as beneficiary, whether existing now
or in the future, including sole rights to agree to any amendments, including
increases or extension or other changes. All amendments will be sent directly to
the new beneficiary without the necessity of consent by or notice to us.

As provided under the terms of the Letter of Credit, please endorse the letter
of credit to the transferee or at the transferee's request issue a replacement
Irrevocable Standby Letter of Credit in the name of the Transferee, addressed to
the Transferee at the address set forth above, in an amount equal to the
outstanding amount of the Letter of Credit on the date of this notice, and

<PAGE>

otherwise on the same terms as the original Letter of Credit but with a revised
Exhibit A to the Letter of Credit showing the name of the Transferee instead of
the name of Beneficiary.

Accompanying this Notice of Transfer is the original Letter of Credit, and
amendments, if any.


                                            Sincerely,


                                            DUQUESNE LIGHT COMPANY


                                            By:
                                               ----------------------------
                                               Name:
                                               Title:
<PAGE>
                                                                       EXHIBIT U
                                                                              TO
                                                     SECOND AMENDED AND RESTATED
                                                                CREDIT AGREEMENT

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

                                    [FORM OF]

                             SUBORDINATION AGREEMENT

                              DATED AS OF [ ], [ ]


                                      AMONG


                        [NAME OF SUBORDINATED CREDITOR],


                             BANK OF AMERICA, N.A.,
                          AS OPMW ADMINISTRATIVE AGENT,


                             BANK OF AMERICA, N.A.,
                          AS OPNY ADMINISTRATIVE AGENT


                                       AND


                            ORION POWER MIDWEST, L.P.


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

<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I  DEFINITIONS............................................................................................2

    SECTION 1.1.  Definitions.....................................................................................2

ARTICLE II  SUBORDINATION.........................................................................................3

    SECTION 2.1.  Subordination...................................................................................3
    SECTION 2.2.  Priority and Payment Over Upon Insolvency and Dissolution.......................................4
    SECTION 2.3.  Priority and Payment Over Upon Acceleration of the Subordinated Debt............................5
    SECTION 2.4.  Payments on Subordinated Debt...................................................................5
    SECTION 2.4.  Payment on Subordinated Debt Suspended When Senior Debt is in Default...........................
    SECTION 2.5.  Obligation to Pay Subordinated Debt Not Impaired; Provisions Solely to Define Relative
                       Rights.....................................................................................6

ARTICLE III  IN FURTHERANCE OF SUBORDINATION......................................................................6

    SECTION 3.1.  Restriction on Assignment of Subordinated Debt..................................................6
    SECTION 3.2.  Reliance on Subordination.......................................................................6
    SECTION 3.3.  Actions Against the Company.....................................................................6
    SECTION 3.4.  Subrogation.....................................................................................7
    SECTION 3.5.  Proofs of Claim.................................................................................7
    SECTION 3.6.  Certain Proceedings.............................................................................8
    SECTION 3.7.  Subordination Legend; Further Assurances........................................................8

ARTICLE IV  MISCELLANEOUS.........................................................................................9

    SECTION 4.1.  Changes.........................................................................................9
    SECTION 4.2.  Continued Effectiveness........................................................................10
    SECTION 4.3.  Notices........................................................................................10
    SECTION 4.4.  No Waivers.....................................................................................10
    SECTION 4.5.  Amendments and Waivers.........................................................................10
    SECTION 4.6.  Successors and Assigns.........................................................................10
    SECTION 4.7.  Governing Law..................................................................................10
    SECTION 4.8.  Counterparts; Effectiveness....................................................................10
</Table>



                                       i
<PAGE>
                             SUBORDINATION AGREEMENT


         SUBORDINATION AGREEMENT dated as of [ ], [ ], among [NAME OF
SUBORDINATED CREDITOR] (the "Junior Creditor"), BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the "OPMW Administrative Agent") for the
OPMW Lenders (as defined herein), BANK OF AMERICA, N.A., as Administrative Agent
(in such capacity, the "OPNY Administrative Agent", and together with the OPMW
Administrative Agent, the "Administrative Agents") for the OPNY Lenders (as
defined below) and ORION POWER MIDWEST, L.P., a Delaware limited partnership
(the "Company").

         The Company is party to a Second Amended and Restated Credit Agreement
(as amended, renewed, extended, restated, supplemented or otherwise modified and
in effect from time to time, and includes any agreement extending the maturity
of, refinancing or otherwise restructuring all or any portion of the obligations
under such agreement or any successor agreement, the "OPMW Credit Agreement"),
dated as of October 28, 2002, among the Company, as Borrower, Banc of America
Securities LLC and BNP Paribas, as Lead Arrangers and Joint Book Runners, the
financial institutions from time to time party thereto (the "OPMW Lenders"),
Bank of America, N.A., as Issuing Bank, the OPMW Administrative Agent, BNP
Paribas, as Syndication Agent, and The Bank of Nova Scotia, Mizuho Corporate
Bank, Ltd and Bayerische Hypo-Und Vereinsbank AG, as Documentation Agents. The
OPMW Lenders have severally agreed to extend credit to the Company pursuant to,
and subject to the terms and conditions specified in, the OPMW Credit Agreement.

         Orion Power New York, L.P., a Delaware limited partnership ("OPNY") is
party to an Amended and Restated Credit Agreement (as amended, renewed,
extended, restated, supplemented or otherwise modified and in effect from time
to time, and includes any agreement extending the maturity of, refinancing or
otherwise restructuring all or any portion of the obligations under such
agreement or any successor agreement, the "OPNY Credit Agreement", and together
with the OPMW Credit Agreement, the "Credit Agreements"), dated as of [October
28], 2002, among OPNY, as borrower, Banc of America Securities LLC and BNP
Paribas, as lead arrangers and joint book runners, the financial institutions
from time to time party thereto (the "OPNY Lenders", and together with the OPMW
Lenders, the "Lenders"), Bank of America, N.A., as issuing bank, the OPNY as
Administrative Agent, BNP Paribas, as syndication agent, and Union Bank of
California, N.A., Co Bank, ACB and Deutsche Bank AG New York and/or Cayman
Island Branch, as documentation agents. The OPNY Lenders have severally agreed
to extend credit to OPNY pursuant to, and subject to the terms and conditions
specified in, the OPNY Credit Agreement.

         The Junior Creditor desires to make certain loans to the Company. Under
the terms of the OPMW Credit Agreement, the Junior Creditor is permitted to make
loans to the Company only if the parties execute and deliver a Subordination
Agreement in the form hereof.

         Accordingly, the Junior Creditor and the Company, intending to be
legally bound, hereby agree with the Administrative Agents, for the benefit of
the Secured Parties (for purposes hereof, the "OPMW Secured Parties") and the
Secured Parties (as defined in the OPNY Credit



<PAGE>

Agreement, the "OPNY Secured Parties," and together with the OPMW Secured
Parties, the "Secured Parties"), as follows:


                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1. Definitions. All capitalized terms used herein and not
otherwise defined herein have the meanings assigned to them in the OPMW Credit
Agreement and the principles of construction set forth in Section 1.04 of the
OPMW Credit Agreement shall apply hereto; provided, however, that all
capitalized terms used in clause (ii) of the definition of "Senior Debt" and not
otherwise defined herein shall have the meanings assigned to them in the OPNY
Credit Agreement. The following additional terms, as used herein, have the
following meanings:

         "Senior Debt" shall mean:

                  (i)(a) all principal of and interest now or hereafter payable
         by the Company to the Lenders on or in respect of the Notes (including
         any interest accruing on the Notes after the filing of a petition
         initiating any proceeding referred to in Section 7.07 of the OPMW
         Credit Agreement whether or not such is an allowed claim enforceable
         against the Company in a bankruptcy case under Title 11 of the United
         States Code) when and as due, whether at maturity, by acceleration,
         upon one or more dates set for prepayment or otherwise, (b) all Fees
         and all other fees, expenses, indemnities and expense reimbursement
         obligations of the Company under the OPMW Credit Agreement, the Notes
         or any other Financing Document, (c) all other Obligations, monetary or
         otherwise (including obligations in respect of the Letters of Credit),
         or liabilities now or hereafter payable by the Company pursuant to the
         OPMW Credit Agreement, the Notes or any other Financing Document
         (including all of the Company's obligations under Interest Hedge
         Contracts) and (d) all other indebtedness, obligations and liabilities
         of the Company to the Administrative Agents or the Secured Parties
         under the Financing Documents, now existing or hereafter arising,
         whether or not evidenced by notes or other instruments, and whether
         such indebtedness, obligations and liabilities are direct or indirect,
         fixed or contingent, liquidated or unliquidated, due or to become due,
         secured or unsecured, joint, several or joint and several, similar or
         dissimilar to the indebtedness arising out of or in connection with the
         OPMW Credit Agreement or of the same or a different class of
         indebtedness as the indebtedness arising out of the OPMW Credit
         Agreement, including loans or advances to the Company after the
         commencement by or against the Company of a bankruptcy case under Title
         11 of the United States Code, any overdrafts in any deposit accounts
         maintained by the Company including any deposit account maintained
         pursuant to the Deposit Account Agreement, any indebtedness of the
         Company that is purchased by or assigned to the Administrative Agents
         or the Lenders and any indebtedness of the Company to any assignee of
         all or a portion of the Notes or any other obligation referred to
         above, together with all renewals, amendments, restatements,
         modifications, extensions, increases or rearrangements thereof; and



                                       2
<PAGE>

                  (ii)(a) all principal of and interest now or hereafter payable
         by OPNY to the OPNY Lenders on or in respect of the Notes (including
         any interest accruing on the Notes after the filing of a petition
         initiating any proceeding referred to in Section 7.07 of the OPNY
         Credit Agreement whether or not such is an allowed claim enforceable
         against OPNY in a bankruptcy case under Title 11 of the United States
         Code) when and as due, whether at maturity, by acceleration, upon one
         or more dates set for prepayment or otherwise, (b) all Fees and all
         other fees, expenses, indemnities and expense reimbursement obligations
         of OPNY under the OPNY Credit Agreement, the Notes or any other
         Financing Document, (c) all other Obligations, monetary or otherwise
         (including obligations in respect of the Letters of Credit), or
         liabilities now or hereafter payable by OPNY pursuant to the OPNY
         Credit Agreement, the Notes or any other Financing Document (including
         all of OPNY's obligations under Interest Hedge Contracts) and (d) all
         other indebtedness, obligations and liabilities of OPNY to the
         Administrative Agents or the Secured Parties under the Financing
         Documents, now existing or hereafter arising, whether or not evidenced
         by notes or other instruments, and whether such indebtedness,
         obligations and liabilities are direct or indirect, fixed or
         contingent, liquidated or unliquidated, due or to become due, secured
         or unsecured, joint, several or joint and several, similar or
         dissimilar to the indebtedness arising out of or in connection with the
         OPNY Credit Agreement or of the same or a different class of
         indebtedness as the indebtedness arising out of the OPNY Credit
         Agreement, including loans or advances to OPNY after the commencement
         by or against OPNY of a bankruptcy case under Title 11 of the United
         States Code, any overdrafts in any deposit accounts maintained by OPNY
         including any deposit account maintained pursuant to the Deposit
         Account Agreement, any indebtedness of OPNY that is purchased by or
         assigned to the Administrative Agents or the OPNY Lenders and any
         indebtedness of OPNY to any assignee of all or a portion of the Notes
         or any other obligation referred to above, together with all renewals,
         amendments, restatements, modifications, extensions, increases or
         rearrangements thereof.

         "Subordinated Debt" means all indebtedness of the Company to the Junior
Creditor pursuant to [insert description of Subordinated Loans].


                                   ARTICLE II
                                  SUBORDINATION

         SECTION 2.1. Subordination. Notwithstanding any provision to the
contrary in any instrument governing the Subordinated Debt, the Company, the
Junior Creditor and each holder from time to time of the Subordinated Debt by
its acceptance thereof each agrees that all payments of the Subordinated Debt
shall be subordinate and subject in right of payment to the prior indefeasible
payment in full in cash of all Senior Debt and to any security held or to be
held by the Administrative Agents or the Collateral Agent for the benefit of the
Secured Parties under each of the Credit Agreements for the payment of the
Senior Debt.



                                       3
<PAGE>
         SECTION 2.2. Priority and Payment Over Upon Insolvency and Dissolution.
In the event of (a) any insolvency or bankruptcy case or proceeding or any
receivership, liquidation, reorganization or similar case or proceeding in
connection therewith relative to the Company or its creditors as such or to its
assets, or (b) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or other
marshalling of assets and liabilities of the Company, then and in any such event
the holders of the Senior Debt shall be entitled to receive payment in full in
cash of all amounts due or to become due on or in respect of all Senior Debt
before the holders of the Subordinated Debt shall be entitled to receive and
retain any payment on account of the principal, interest or other amounts due or
to become due on the Subordinated Debt, and to that end the holders of the
Senior Debt shall be entitled to receive, for application to the payment of the
Senior Debt, any payment or distribution of any kind or character, whether in
cash, property or securities, including any such payment or distribution which
may be payable or deliverable by reason of the payment of any other indebtedness
of the Company which is subordinated to the payment of the Subordinated Debt,
which may be payable or deliverable in respect of the Subordinated Debt in any
such case, proceeding, dissolution, liquidation or other winding up or event.
Accordingly, any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, which would otherwise have
been made to the holders of the Subordinated Debt but for the provisions of this
Section 2.2 shall instead be made by the Company or by the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company directly to the
holders of the Senior Debt for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay all Senior Debt in full in cash
after giving effect to any concurrent payment or distribution to or for the
benefit of the holders of the Senior Debt.

         If, notwithstanding the foregoing provisions of this Section 2.2, any
holder of the Subordinated Debt shall have received any payment or distribution
of assets of the Company of any kind or character, whether in cash, property or
securities, including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of the Company
which is subordinated to the payment of the Subordinated Debt, before all
amounts due or to become due on or in respect of all Senior Debt have been
indefeasibly paid in full in cash, then and in such event such payment or
distribution shall be received in trust for the holders of the Senior Debt and
shall be forthwith paid over or delivered by the holder of the Subordinated Debt
receiving the same directly to the holders of the Senior Debt or, to the extent
legally required, to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making such payment or distribution
of assets of the Company, for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay all Senior Debt in full in cash
after giving effect to any concurrent payment or distribution to or for the
holders of the Senior Debt.

         For purposes of this Agreement only, the words "cash, property or
securities" shall not be deemed to include shares of stock of, membership
interests, or partnership interests in, the Company as reorganized or readjusted
or unsecured debt securities of the Company or any other corporation provided
for by a plan of reorganization or readjustment which are subordinated in



                                       4
<PAGE>

right of payment to all Senior Debt which may at the time be outstanding to the
same or a greater extent than the Subordinated Debt is subordinated as provided
for in this Agreement.

         SECTION 2.3. Priority and Payment Over Upon Acceleration of the
Subordinated Debt. If any Subordinated Debt is declared due and payable before
the date specified therein as the fixed date on which the principal thereof is
due and payable, then and in such event the holders of the Senior Debt shall be
entitled to receive indefeasible payment in full in cash of all amounts due or
to become due on or in respect of the Senior Debt before the holders of the
Subordinated Debt shall be entitled to receive and retain any payment (including
any such payment which may be payable by reason of the payment of any other
indebtedness of the Company which is subordinated to the payment of the
Subordinated Debt) by the Company on account of the principal of, interest on or
any other amount due or to become due on the Subordinated Debt or on account of
the purchase or other acquisition of the Subordinated Debt. Accordingly, any
payment by the Company of any amount which the holders of the Subordinated Debt
would have been entitled to receive and retain but for the provisions of this
Section 2.3 shall instead be made by the Company directly to the holders of the
Senior Debt for application to the payment of all Senior Debt remaining unpaid
to the extent necessary to pay all Senior Debt in full in cash after giving
effect to any concurrent payment or distribution to or for the holders of the
Senior Debt.

         If, notwithstanding the foregoing provisions of this Section 2.3, any
holder of the Subordinated Debt shall have received any payment, including any
payment which may be payable by reason of the payment of any other indebtedness
of the Company which is subordinated to the payment of the Subordinated Debt,
before all amounts due or to become due on or in respect of the Senior Debt have
been paid in full in cash, then and in such event such payment shall be received
in trust for the holders of the Senior Debt and shall be forthwith paid over by
the holder of the Subordinated Debt receiving such payment to the holders of the
Senior Debt for application to the payment of all Senior Debt remaining unpaid
to the extent necessary to pay all Senior Debt in full in cash after giving
effect to any concurrent payment or distribution to or for the holders of the
Senior Debt.

         The provisions of this Section 2.3 above shall not apply to any payment
or distribution with respect to which Section 2.2 would be applicable.

         SECTION 2.4. Payments on Subordinated Debt. The Junior Creditor and the
Company hereby agree and acknowledge that until the indefeasible payment in full
in cash of the Senior Debt, no payment (including any payment which may be
payable by reason of the payment of any other indebtedness of the Company which
is subordinated to the payment of the Subordinated Debt) shall be made by the
Company on account of the principal of or interest on the Subordinated Debt or
on account of the purchase or other acquisition by it of the Subordinated Debt.

         If, notwithstanding the foregoing provisions of this Section 2.4, the
Company shall make any payment or distribution on or with respect to any
Subordinated Debt prohibited by the foregoing provisions of this Section 2.4,
then and in every such event such payment or




                                       5
<PAGE>

distribution shall be forthwith paid over or delivered by the holders of the
Subordinated Debt to the Administrative Agents for the benefit of the Lenders.

         The provisions of this Section 2.4 shall not apply to any payment with
respect of which Section 2.2 or 2.3 would be applicable.

           SECTION 2.5. Obligation to Pay Subordinated Debt Not Impaired;
Provisions to Define Relative Rights. Except as provided in this Article II, the
provisions of this Agreement are and are intended solely for the purpose of
defining the relative rights of the holders of the Subordinated Debt on the one
hand and the holders of the Senior Debt on the other hand. It is and shall be
the intent of the parties that this Subordination Agreement shall constitute a
present assignment by the holders of the Subordinated Debt of their rights to
receive payments or distributions of cash, property and securities of the
Company otherwise payable to the holders of the Subordinated Debt in the
circumstances described in Sections 2.2 and 2.3 hereof. Nothing contained in
this Subordination Agreement, except as set forth in this Article II, shall (a)
impair or affect, as among the Company, its creditors (other than the holders of
the Senior Debt) and the holders of the Subordinated Debt, the obligation of the
Company to pay the holders of the Subordinated Debt the principal of and
interest on the Subordinated Debt as of when the same shall become due and
payable in accordance with their terms, or (b) affect the relative rights
against the Company of the holders of the Subordinated Debt and the creditors of
the Company (other than the holders of the Senior Debt).


                                   ARTICLE III
                         IN FURTHERANCE OF SUBORDINATION

         SECTION 3.1. Restriction on Assignment of Subordinated Debt. The Junior
Creditor and each holder of the Subordinated Debt by its acceptance thereof
agrees not to sell, assign or transfer all or any part of the Subordinated Debt
while any Senior Debt remains unpaid unless such sale, assignment or transfer is
made expressly subject to this Subordination Agreement. The Junior Creditor
represents that no other subordination of the Subordinated Debt is in existence
on the date hereof, and the Junior Creditor agrees that the Subordinated Debt
will not be subordinated to any indebtedness owed to any Person other than the
Lenders.

         SECTION 3.2. Reliance on Subordination. The Junior Creditor and each
holder of the Subordinated Debt by its acceptance thereof consents and agrees
that all Senior Debt shall be deemed to have been made or incurred in reliance
upon the subordination of the Subordinated Debt pursuant to this Subordination
Agreement.

         SECTION 3.3. Actions Against the Company. No holder of the Subordinated
Debt will (a) commence any action or proceeding against the Company to recover
all or any part of such Subordinated Debt or (b) join with any creditor in
bringing any proceeding against the Company under Title 11 of the United States
Code or any other state or federal insolvency statute and until, in each case,
the Senior Debt shall have been indefeasibly paid in full in cash (provided that
holders of the Subordinated Debt may so file concurrently with or after the
holders of the Senior




                                       6
<PAGE>

Debt). The Junior Creditor and each other holder of the Subordinated Debt will
not ask, demand, sue for, take or receive from the Company, directly or
indirectly, in cash, property or securities or other property or by set-off or
in any other manner (including from or by way of collateral), payment of all or
any part of the Subordinated Debt unless and until all Senior Debt shall have
been indefeasibly paid in full in cash or the benefits of this sentence waived
by or on behalf of the holder or holders of the Senior Debt.

         SECTION 3.4. Subrogation. Subject to the indefeasible payment in full
in cash of all Senior Debt, the holders of the Subordinated Debt shall be
subrogated to the extent of the payments or distributions made to the holders of
the Senior Debt pursuant to the provisions of this Agreement (equally and
ratably with the holders of all indebtedness of the Company which by its express
terms is subordinated to indebtedness of the Company substantially to the extent
that the Subordinated Debt is subordinated hereunder and is entitled to like
rights of subrogation) to the rights of the holders of such Senior Debt to
receive payments and distributions of cash, property and securities applicable
to the Senior Debt until the principal of and interest on the Subordinated Debt
and all other obligations, monetary or otherwise, or liabilities now or
hereafter arising related to the Subordinated Debt shall be paid in full in
cash. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Debt of any cash, property or securities to which the
holders of the Subordinated Debt would be entitled but for the provisions of
this Agreement, and no payments over, pursuant to the provisions of Section 2.2
or 2.3, to the holders of the Senior Debt by the holders of the Subordinated
Debt shall, as among the Company, its creditors (other than the holders of
Senior Debt) and the holders of the Subordinated Debt, be deemed to be a payment
or distribution by the Company to or on account of the Senior Debt.

         SECTION 3.5. Proofs of Claim. The Junior Creditor may file such proofs
of claim and other papers or documents or may be necessary or advisable in order
to have the claims of the Junior Creditor allowed in any judicial proceedings
relative to the Company (or any other obligor on the Subordinated Debt,
including any guarantor), its creditors or its property. If the Junior Creditor
files any claim, proof of claim or similar instrument in any judicial proceeding
referred to above and all Senior Debt has not been indefeasibly paid in full in
cash, the Junior Creditor shall (a) file such claim, proof of claim or similar
instrument on behalf of the Lenders and the other holder or holders of the
Senior Debt as it or such other holder's or holders' interests may appear and
(b) take all such other actions as may be appropriate to insure that all
payments and distributions made in respect of any such proceedings are made to
the Lenders and any other holder or holders of the Senior Debt as it or their
interests may appear.

Any term or provision of this Section 3.5 to the contrary notwithstanding, if
any judicial proceeding referred to above is commenced by or against the
Company, and so long as all Senior Debt has not been paid in full in cash: (a)
the Administrative Agents are hereby irrevocably authorized and empowered (in
their own names or in the name of the Junior Creditor or otherwise), but shall
have no obligation, to demand, sue for, collect and receive every payment or
distribution received in respect of any such proceeding and give acquittance
therefor and to file claims and proofs of claims and (b) the Junior Creditor
shall duly and promptly take, for the account of the Lenders and any other
holders of the Senior Debt, such reasonable action as the




                                       7
<PAGE>

Lenders may request (i) to collect all amounts payable by the Company in respect
of the Subordinated Debt and to file the appropriate claims or proofs of claim
in respect of the Subordinated Debt, (ii) to execute and deliver to the
Administrative Agents on behalf of the Lenders such assignments or other
instruments as the Lenders may request in order to enable the Lenders to enforce
any and all claims with respect to all amounts payable in respect of the
Subordinated Debt and (iii) to collect and receive any and all payments with
respect to all amounts payable in respect of the Subordinated Debt. Until the
Senior Debt has been indefeasibly paid in full in cash, no holder of the
Subordinated Debt will (in any proceeding of the type described in Section 2.2)
discharge all or any portion of the obligations of the Company in respect of the
Subordinated Debt, whether by forgiveness, receipt of capital stock, exercise of
conversion privileges or otherwise, without the prior consent of the holders of
the Senior Debt.

         SECTION 3.6. Certain Proceedings. Each holder of the Subordinated Debt
agrees that, as between themselves and the holders of the Senior Debt, the
latter shall be deemed to be the "holders" of all claims in respect of the
Subordinated Debt in any proceeding of the type contemplated by clause (a), (b)
or (c) of Section 2.2 (each, a "bankruptcy proceeding"). To the extent not
deemed to be "not in good faith" within the meaning of 11 U.S.C. Section
1126(e), each holder of the Subordinated Debt agrees to vote to accept a plan of
reorganization or dissolution in respect of the Company which the holders of the
Senior Debt have accepted or have notified the holders of the Subordinated Debt
of their intent to accept. If such acceptance by the holders of the Subordinated
Debt is or might (in the sole judgment of the holders of the Senior Debt) cause
the claims of the holders of the Subordinated Debt to be designated under 11
U.S.C. Section 1126(e), then, each holder of the Subordinated Debt agrees not to
vote against a plan of reorganization or dissolution which the holders of the
Senior Debt have accepted or have notified the holders of the Subordinated Debt
of their intent to accept. Any such vote for any plan or abstention from voting
against any plan pursuant to the immediately two preceding sentences shall be
enforceable by the holders of the Senior Debt against the holders of the
Subordinated Debt regardless of whether such plan allows a class subordinated to
the claims of the Subordinated Debt to retain an interest in the Company or
whether the holders of the Subordinated Debt will receive or retain under such
plan on account of their claims in respect of the Subordinated Debt property
having value less than the amount that such holders would receive or retain if
the Bankruptcy Proceeding were under Chapter 7 of the federal Bankruptcy Code.

         SECTION 3.7 Subordination Legend; Further Assurances. The Junior
Creditor will cause each instrument evidencing Subordinated Debt to be endorsed
with the following legend:

                  "The indebtedness evidenced by this instrument is subordinated
         to the prior payment in full in cash of the Senior Debt (as defined in
         the Subordination Agreement hereinafter referred to) pursuant to, and
         to the extent provided in, the Subordination Agreement dated [ ] among
         the maker hereof and payee named herein in favor of the financial
         institutions from time to time parties to the OPMW Credit Agreement
         described therein and Bank of America, N.A., as OPMW administrative
         agent and Bank of America, N.A., as OPNY Administrative Agent."



                                       8
<PAGE>

         The Junior Creditor will further mark its books of account in such a
manner as shall be effective to give proper notice of the effect of this
Subordination Agreement and will, in the case of any Subordinated Debt which is
not evidenced by any instrument, upon the Administrative Agents' request cause
such Subordinated Debt to be evidenced by an appropriate instrument or
instruments endorsed with the above legend. The Junior Creditor will, at its
expense and at any time and from time to time, promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or desirable, or that the Administrative Agents may request, in order
to protect any right or interest granted or purported to be granted hereby or to
enable the Administrative Agents or any Lender to exercise and enforce its
rights and remedies hereunder.

                                   ARTICLE IV
                                  MISCELLANEOUS

         SECTION 4.1. Changes. The Administrative Agents, on behalf of the
Lenders, may at any time, and from time to time, without the consent of or
notice to the Junior Creditor or to any other holder of the Subordinated Debt,
without incurring responsibility to the Junior Creditor or such holder, and
without impairing or releasing any of the Lenders' rights, or any of the
obligations of the Junior Creditor or other holders of the Subordinated Debt
hereunder:

                  (a) change the time, amount, manner, place or terms of
         payment, or change or extend the time of payment of, or renew or
         otherwise alter, the Credit Agreements or any other Financing Document
         (as defined in each of the Credit Agreements) or any instrument or
         agreement evidencing any Senior Debt or securing payment thereof or
         relating to the Senior Debt in any manner;

                  (b) sell, exchange, release or otherwise deal with any
         collateral for all or any of the Senior Debt (whether or not in a
         commercially reasonable manner);

                  (c) release anyone liable in any manner for the payment or
         collection of any Senior Debt;

                  (d) exercise or refrain from exercising any rights against the
         Company or others (including the Junior Creditor);

                  (e) apply any sums received by the Administrative Agents or
         any Lenders, by whomsoever paid and however realized, to the payment of
         the Senior Debt in such manner as the Administrative Agents, in their
         sole discretion, shall deem appropriate; and

                  (f) take any other action which might otherwise constitute a
         defense available to, or a discharge of, the Junior Creditor in respect
         of the Subordinated Debt in respect of these provisions.



                                       9
<PAGE>
         SECTION 4.2. Continued Effectiveness. The terms of this Subordination
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any payment of any of the Senior Debt is rescinded or must
otherwise be returned by the Lenders or other holder of the Senior Debt upon the
insolvency, bankruptcy or reorganization of the Company or otherwise, all as
though such payment had been due but not made at such time.

         SECTION 4.3. Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing and delivered by
U.S. mail, hand delivery, telecopier or overnight delivery service and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when (i) received, if delivered by hand, telecopier, or overnight delivery
service, (ii) three Business Days after deposit in the mail, first class postage
prepaid, if by U.S. Mail or (iii) in all cases, immediately, whenever delivery
is refused irrespective of the manner, method or means of refusal, addressed as
set forth on the signature pages hereto or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Notes or the Notes (as defined in the OPNY Credit Agreement).

         SECTION 4.4. No Waivers. No failure or delay by the Administrative
Agents or the Lenders in exercising any right, power or privilege hereunder or
under the Credit Agreements or any other instrument evidencing or securing any
Obligation or OPNY Obligation shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

         SECTION 4.5. Amendments and Waivers. Any provision of this
Subordination Agreement may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Administrative Agents, the Junior
Creditor and the Company.

         SECTION 4.6. Successors and Assigns. Subject to Section 3.1, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

         SECTION 4.7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OTHER THAN ANY
SUCH REQUIREMENT OF LAWS THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION ARE MANDATORILY
APPLICABLE. ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE PARTIES HERETO IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND
DECISIONS OF THE STATE OF NEW YORK.

         SECTION 4.8. Counterparts; Effectiveness. This Subordination Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as



                                       10
<PAGE>

if the signatures thereto and hereto were upon the same instrument. This
Subordination Agreement shall become effective when the Administrative Agents
shall have received counterparts hereof signed by all of the parties hereto.



                                       11
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Subordination
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                     ORION POWER MIDWEST, L.P.

                                     By:  Orion Power MidWest GP, Inc.,
                                     its general partner

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

                                     Address:
                                     1111 Louisiana Street
                                     Houston, TX  77002
                                     Attention:
                                     Telecopy No.


                                     ORION POWER NEW YORK, L.P.

                                     By:  Orion Power New York GP, Inc.,
                                     its general partner


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

                                     Address:
                                     1111 Louisiana Street
                                     Houston, TX  77002
                                     Attention:
                                     Telecopy No.



<PAGE>


                                     ADMINISTRATIVE AGENT

                                     BANK OF AMERICA, N.A.,
                                     as Administrative Agent


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

                                     Bank of America Corporate Center
                                     101 North Tryon Street
                                     NC1-001-08-19
                                     Charlotte, North Carolina  28255
                                     Attention:  Laura S. Ryan
                                     Telecopy No. (704) 386-3324


                                     [NAME OF SUBORDINATED CREDITOR]


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

                                     [Address]