<PAGE>
                                                                    EXHIBIT 4.23

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

                        NRG PEAKER FINANCE COMPANY LLC,

                                   as Issuer,

                         BAYOU COVE PEAKING POWER, LLC,
                         BIG CAJUN I PEAKING POWER LLC,
                     NRG ROCKFORD LLC, NRG ROCKFORD II LLC,
                         AND NRG STERLINGTON POWER LLC,
                                 as Guarantors

                                      AND

                           XL CAPITAL ASSURANCE INC.,

                                   as Insurer

                                       TO

                              THE BANK OF NEW YORK,

                                   as Trustee

                                   ----------
                                    INDENTURE

                            Dated as of June 18, 2002

                                   ----------


                                  $325,000,000

              Series A Floating Rate Senior Secured Bonds due 2019

                  Additional Floating Rate Senior Secured Bonds
                   Additional Fixed Rate Senior Secured Bonds



<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                       PAGE
                                                                                                                       ----
<S>                                                                                                                    <C>
PARTIES..................................................................................................................1
RECITALS OF THE COMPANY..................................................................................................1



                                                            ARTICLE ONE


                                       DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions..................................................................................................1
    Accelerated Bond Obligations...........................................................................................2
    Acceptable Assignee....................................................................................................2
    Act....................................................................................................................2
    Additional Bonds.......................................................................................................2
    Additional Fixed Rate Bonds............................................................................................2
    Additional Floating Rate Bonds.........................................................................................2
    Affiliate..............................................................................................................2
    Agent Member...........................................................................................................2
    Applicable Procedures..................................................................................................2
    Authenticating Agent...................................................................................................2
    Authorized Officer.....................................................................................................3
    Bankruptcy Event.......................................................................................................3
    Board..................................................................................................................3
    Board Resolution.......................................................................................................3
    Bond Obligations.......................................................................................................3
    Bonds..................................................................................................................3
    Bonds Register.........................................................................................................3
    Bonds Registrar........................................................................................................3
    Business Day...........................................................................................................3
    Calculation Agent......................................................................................................3
    Certificated Bonds.....................................................................................................3
    Closing Date...........................................................................................................3
    Code...................................................................................................................3
    Collateral.............................................................................................................4
    Collateral Agent.......................................................................................................4
    Common Agreement.......................................................................................................4
    Company................................................................................................................4
    Company Request; Company Order.........................................................................................4
    Controlling Party......................................................................................................4
    Corporate Trust Office.................................................................................................4
    corporation............................................................................................................4
    Debt...................................................................................................................4
    Depositary.............................................................................................................4
    Depositary Agreement...................................................................................................4
    Dollars; $.............................................................................................................4
</Table>



                                       ii
<PAGE>



<Table>
<S>                                                                                                                       <C>
    DTC....................................................................................................................4
    Exchange Act...........................................................................................................4
    Financing Documents....................................................................................................4
    Financing Parties......................................................................................................4
    GAAP...................................................................................................................4
    Global Bond............................................................................................................5
    Guarantors.............................................................................................................5
    Guaranty...............................................................................................................5
    Holder.................................................................................................................5
    Indenture..............................................................................................................5
    Initial Principal Amount...............................................................................................5
    Institutional Accredited Investor......................................................................................5
    instrument.............................................................................................................5
    Insurance and Reimbursement Agreement..................................................................................5
    Insurer................................................................................................................5
    Insurer Default........................................................................................................5
    Interest Period........................................................................................................5
    Issue Date.............................................................................................................5
    Issuer Event of Default................................................................................................6
    Issuer Permitted Debt..................................................................................................6
    Investment Company Act.................................................................................................6
    Legend.................................................................................................................6
    London Business Day....................................................................................................6
    Management Committee...................................................................................................6
    money..................................................................................................................6
    Moody's................................................................................................................6
    Non-Permitted Holder...................................................................................................6
    Non-Recourse Persons...................................................................................................6
    Notice of Default......................................................................................................6
    NRG Energy.............................................................................................................6
    Obligations............................................................................................................6
    Officer's Certificate..................................................................................................6
    Operative Documents....................................................................................................6
    Opinion of Counsel.....................................................................................................6
    Optional Redemption Price..............................................................................................7
    Outstanding............................................................................................................7
    Paying Agent...........................................................................................................7
    Permitted Change of Control............................................................................................7
    Permitted Peaker Buyout................................................................................................7
    Permitted Peaker Buyout (Completion/Loss Event)........................................................................8
    Person.................................................................................................................8
    Place of Payment.......................................................................................................8
    Policy.................................................................................................................8
    Predecessor Bond.......................................................................................................8
    Project Companies......................................................................................................8
    Project Event of Default...............................................................................................8
    Project Revenues.......................................................................................................8
    QIB....................................................................................................................8
    Qualified Purchaser....................................................................................................8
</Table>



                                      iii
<PAGE>



<Table>
<S>                                                                                                                       <C>
    Rating Agency..........................................................................................................8
    Redemption Date........................................................................................................8
    Redemption Premium.....................................................................................................8
    Reference Banks........................................................................................................8
    Regular Record Date....................................................................................................8
    Regulation D...........................................................................................................8
    Regulation S...........................................................................................................8
    Regulation S Certificated Bonds........................................................................................9
    Remaining Principal Amount.............................................................................................9
    Restricted Certificated Bonds..........................................................................................9
    Restricted Global Bonds................................................................................................9
    Rule 144...............................................................................................................9
    Rule 144A..............................................................................................................9
    Rule 144A Information..................................................................................................9
    Scheduled Payment Date.................................................................................................9
    Scheduled Payments.....................................................................................................9
    Securities Act.........................................................................................................9
    security...............................................................................................................9
    Series A Bonds.........................................................................................................9
    Standard & Poor's......................................................................................................9
    Stated Maturity........................................................................................................9
    Swap Agreement.........................................................................................................9
    Swap Counterparty......................................................................................................9
    Swap Obligations.......................................................................................................9
    Telerate Page 3750....................................................................................................10
    Three-Month USD-LIBOR-BBA.............................................................................................10
    Trustee...............................................................................................................10
    UCC...................................................................................................................10
    United States.........................................................................................................10
    U.S...................................................................................................................10
    USD-LIBOR-BBA Determination Date......................................................................................10

SECTION 1.02. Form of Documents Delivered to the Trustee and the Insurer..................................................10

SECTION 1.03. Compliance Certificates and Opinions........................................................................11

SECTION 1.04. Acts of Holders; Record Dates...............................................................................12

SECTION 1.05. Notices, Etc., to Trustee, Company and Insurer..............................................................13

SECTION 1.06. Notice to Holders...........................................................................................14

SECTION 1.07. Waiver .....................................................................................................14

SECTION 1.08. Effect of Headings and Table of Contents....................................................................14

SECTION 1.09. Successors and Assigns......................................................................................14

SECTION 1.10. Separability Clause.........................................................................................14
</Table>



                                       iv
<PAGE>



<Table>
<S>                                                                                                                      <C>
SECTION 1.11. Benefits of Indenture.......................................................................................15

SECTION 1.12. Governing Law...............................................................................................15

SECTION 1.13. Business Day Convention.....................................................................................15

SECTION 1.14. Waiver of Jury Trial........................................................................................15



                                                             ARTICLE TWO


                                                              BOND FORMS

SECTION 2.01. Forms Generally.............................................................................................15

SECTION 2.02. Form of Legends.............................................................................................16

SECTION 2.03. Form of Legend for Restricted Global Bonds..................................................................18

SECTION 2.04. Form of Trustee's Certificate of Authentication.............................................................18


                                                            ARTICLE THREE


                                                              THE BONDS

SECTION 3.01. Title and Terms.............................................................................................19

SECTION 3.02. Additional Bonds............................................................................................19

SECTION 3.03. Denominations...............................................................................................20

SECTION 3.04. Execution, Authentication, Delivery and Dating..............................................................20

SECTION 3.05. Temporary Bonds.............................................................................................20

SECTION 3.06. Registration, Registration of Transfer and Exchange.........................................................21

SECTION 3.07. Restrictions on Transfer....................................................................................22

SECTION 3.08. Mutilated, Destroyed, Lost and Stolen Bonds.................................................................26

SECTION 3.09. Payment of Principal and Interest...........................................................................26

SECTION 3.10. Persons Deemed Owners.......................................................................................27

SECTION 3.11. Cancellation................................................................................................28

SECTION 3.12. CUSIP, ISIN and Common Code Numbers.........................................................................28
</Table>



                                       v
<PAGE>


<Table>
<S>                                                                                                                      <C>
SECTION 3.13. Tax Treatment...............................................................................................28

SECTION 3.14. Section 3(c)(7) of the Investment Company Act Procedures for Restricted Global Bonds........................29

SECTION 3.15. Certain Transactions Void; Company Right to Force Sale or Redemption........................................30


                                                             ARTICLE FOUR


                                                               GUARANTY

SECTION 4.01. Guaranty ..................................................................................................31


                                                             ARTICLE FIVE


                                                      SATISFACTION AND DISCHARGE

SECTION 5.01. Satisfaction and Discharge of Indenture.....................................................................31


                                                             ARTICLE SIX


                                                               REMEDIES

SECTION 6.01. Acceleration of Maturity and Rescission and Annulment by the Holders........................................32

SECTION 6.02. Suits for Enforcement by Trustee............................................................................33

SECTION 6.03. Reserved ...................................................................................................33

SECTION 6.04. Application of Money Collected..............................................................................33

SECTION 6.05. Reserved ...................................................................................................33

SECTION 6.06. Trustee May File Proofs of Claim............................................................................33

SECTION 6.07. Trustee May Enforce Claims Without Possession of Bonds......................................................34

SECTION 6.08. Limitation on Suits.........................................................................................34

SECTION 6.09. Unconditional Right of Holders to Receive Principal and Interest............................................35

SECTION 6.10. Restoration of Rights and Remedies..........................................................................35

SECTION 6.11. Remedies Not Exclusive......................................................................................35

SECTION 6.12. Delay or Omission Not Waiver................................................................................35
</Table>



                                       vi
<PAGE>



<Table>
<S>                                                                                                                      <C>
SECTION 6.13. Control of Proceedings......................................................................................36

SECTION 6.14. Waiver of Past Defaults.....................................................................................36

SECTION 6.15. Undertaking for Costs.......................................................................................36

SECTION 6.16. Waiver of Usury, Stay or Extension Laws.....................................................................37


                                                            ARTICLE SEVEN


                                                             THE TRUSTEE

SECTION 7.01. Certain Duties and Responsibilities.........................................................................37

SECTION 7.02. Notice of Defaults..........................................................................................38

SECTION 7.03. Certain Rights of Trustee...................................................................................38

SECTION 7.04. Not Responsible for Recitals or Issuance of Bonds...........................................................40

SECTION 7.05. May Hold Bonds..............................................................................................40

SECTION 7.06. Money Held in Trust.........................................................................................40

SECTION 7.07. Compensation and Reimbursement..............................................................................40

SECTION 7.08. Corporate Trustee Required; Eligibility.....................................................................41

SECTION 7.09. Resignation and Removal; Appointment of Successor...........................................................41

SECTION 7.10. Acceptance of Appointment by Successor......................................................................43

SECTION 7.11. Appointment of Co-Trustee...................................................................................43

SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business.................................................44

SECTION 7.13. Appointment of Authenticating Agent.........................................................................44


                                                            ARTICLE EIGHT

                                           HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 8.01. Company to Furnish Trustee Names and Addresses of Holders...................................................46

SECTION 8.02. Preservation of Information; Communications to Holders......................................................46

SECTION 8.03. Reports by Company and Project Companies....................................................................46
</Table>



                                      vii
<PAGE>



<Table>
<S>                                                                                                                      <C>
                                                             ARTICLE NINE

                                         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 9.01. Company May Consolidate, Etc., Only on Certain Terms........................................................47

SECTION 9.02. Successor Substituted.......................................................................................48


                                                             ARTICLE TEN

                                                       SUPPLEMENTAL INDENTURES

SECTION 10.01. Supplemental Indentures Without Consent of Holders.........................................................48

SECTION 10.02. Supplemental Indentures With Consent of Holders............................................................49

SECTION 10.03. Execution of Supplemental Indentures.......................................................................50

SECTION 10.04. Effect of Supplemental Indentures..........................................................................50

SECTION 10.05. Reference in Bonds to Supplemental Indentures..............................................................50


                                                            ARTICLE ELEVEN


                                                              COVENANTS

SECTION 11.01. Payment of Principal, Optional Redemption Price and Interest...............................................51

SECTION 11.02. Maintenance of Office or Agency............................................................................51

SECTION 11.03. Money for Bond Payments to Be Held in Trust................................................................52

SECTION 11.04. Statement by Officers as to Default........................................................................53

SECTION 11.05. Waiver of Certain Covenants................................................................................53


                                                            ARTICLE TWELVE


                                                         REDEMPTION OF BONDS

SECTION 12.01. Right of Redemption........................................................................................53

SECTION 12.02. Election to Redeem; Notice to Trustee......................................................................54

SECTION 12.03. Notice of Redemption.......................................................................................54

SECTION 12.04. Deposit of Optional Redemption Price.......................................................................55
</Table>



                                      viii
<PAGE>


<Table>
<S>                                                                                                                      <C>
SECTION 12.05. Bonds Payable on Redemption Date...........................................................................55

SECTION 12.06. Bonds Redeemed in Part.....................................................................................55


                                                           ARTICLE THIRTEEN


                                                         TERM AND TERMINATION


                                                           ARTICLE FOURTEEN


                                               NOTICES BY TRUSTEE AND CALCULATION AGENT

SECTION 14.01. Notices by Trustee to Insurer of Payments on Policy........................................................56

SECTION 14.02. Notice by Calculation Agent to Swap Counterparty of Calculation of Three-Month USD-LIBOR-BBA...............57


                                                           ARTICLE FIFTEEN


                                                          SCOPE OF LIABILITY

Signatures................................................................................................................59
</Table>


                                    EXHIBITS


Exhibit A-1   Form of Series A Bond

Exhibit A-2   Form of Additional Fixed Rate Senior Secured Bond

Exhibit B     Certificate for Transfers of Restricted Global Bonds, Regulation S
              Certificated Bonds and Restricted Certificated Bonds

Exhibit C-1   Transferor Certificate for Transfers from Restricted Global Bond
              to Regulation S Certificated Bond

Exhibit C-2   Transferor Certificate for Transfers from Restricted Global Bond
              to Restricted Certificated Bond

Exhibit C-3   Transferor Certificate for Transfers from Regulation S
              Certificated Bond or Restricted Certificated Bond to Restricted
              Global Bond

Exhibit D-1   Investor Certificate for Transfers to Regulation S Certificated
              Bonds

Exhibit D-2   Investor Certificate for Transfers to Restricted Certificated
              Bonds

Exhibit D-3   Investor Certificate for Transfers to Restricted Global Bonds

Exhibit E     Form of Supplemental Indenture relating to the issuance of
              Additional Bonds



                                       ix
<PAGE>




         INDENTURE, dated as of June 18, 2002, among NRG Peaker Finance Company
LLC, a limited liability company duly organized and existing under the laws of
the State of Delaware, (herein called the "Company"), having its principal
office at 901 Marquette Avenue, Suite 2800, Minneapolis, MN 55402-3265, Bayou
Cove Peaking Power, LLC, Big Cajun I Peaking Power LLC, and NRG Sterlington
Power LLC, each a Delaware limited liability company, NRG Rockford LLC and NRG
Rockford II LLC, each an Illinois limited liability company (herein collectively
called the "Guarantors" or the "Project Companies"), XL Capital Assurance Inc.,
a New York stock insurance company (herein called the "Insurer"), and The Bank
of New York, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

           The Company has duly authorized (i) the creation of an issue of
Series A Floating Rate Senior Secured Bonds due 2019 (the "Series A Bonds") of
the tenor and amount hereinafter set forth and (ii) the issuance from time to
time of additional series of floating rate and fixed rate senior secured bonds
as herein provided (the "Additional Floating Rate Bonds" and "Additional Fixed
Rate Bonds", as appropriate, and together, the "Additional Bonds"), and to
provide for such Series A Bonds and Additional Bonds, the Company has duly
authorized the execution and delivery of this Indenture.

         All things necessary to make the Series A Bonds, when executed by the
Company and authenticated and delivered under this Indenture and duly issued by
the Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Bonds
by their Holders, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Bonds, as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions.

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

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

                  (2) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with United States generally
         accepted accounting principles ("GAAP") and, except as otherwise
         expressly provided in this Indenture, the



                                       1
<PAGE>



         term GAAP, with respect to any computation required or permitted
         hereunder shall mean such accounting principles as in effect at the
         date of such computation;

                  (3) unless the context otherwise requires, any reference to an
         "Article", "Section" or "Exhibit" refers to an Article or a Section of,
         or an Exhibit to, this Indenture, as applicable;

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

                  (5) "or" is not exclusive;

                  (6) "including" means including without limitation;

                  (7) any agreement, instrument or statute referred to in this
         Indenture or in any instrument or certificate delivered in connection
         with this Indenture means such agreement, instrument or statute as
         amended, modified or supplemented from time to time as permitted hereby
         in the case of agreements or instruments and includes (in the case of
         agreements or instruments) references to all attachments thereto and
         instruments incorporated therein; and

                  (8) references to a Person are also to its permitted
         successors and assigns, unless otherwise provided.

         "Accelerated Bond Obligations" has the meaning specified in Section
6.01.

         "Acceptable Assignee" has the meaning assigned to it in the Common
Agreement.

         "Act" when used with respect to any Holder, has the meaning specified
in Section 1.03.

         "Additional Bonds" has the meaning specified in the recitals to this
Indenture.

         "Additional Fixed Rate Bonds" has the meaning specified in the recitals
to this Indenture.

         "Additional Floating Rate Bonds" has the meaning specified in the
recitals to this Indenture.

         "Affiliate" has the meaning assigned to it in the Common Agreement.

         "Agent Member" means a member of, or participant in, the Depositary.

         "Applicable Procedures" means the rules and procedures of the
Depositary to the extent applicable.

         "Authenticating Agent" has the meaning specified in Section 7.13.



                                       2
<PAGE>



         "Authorized Officer" means:

         (1) with respect to the Trustee, any officer within the Corporate Trust
Office of the Trustee, including any Vice President, Assistant Vice President,
Assistant Secretary, Assistant Treasurer, Trust Officer or other officer of the
Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such Person's knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture;

         (2) with respect to the Insurer, the Chairman of the Board of the
Insurer, the President, Executive Vice President, General Counsel or Associate
General Counsel or any Managing Director or Director of the Insurer; and

         (3) with respect to the Company or any Guarantor, the President, the
Treasurer or any Vice President of the Company or such Guarantor, as the case
may be.

         "Bankruptcy Event" has the meaning assigned to it in the Common
Agreement.

         "Board" means either the board of directors of the Insurer or any duly
authorized committee of that board.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Management Committee of the Company and to be in full force and effect on
the date of such certification, and delivered to the Trustee and the Insurer,
provided, that if an Insurer Default has occurred and is continuing, the Company
shall endeavor to make such delivery in good faith but failure of the Company to
make such a delivery shall not be an Issuer Event of Default under this
Indenture.

         "Bond Obligations" has the meaning assigned to it in the Common
Agreement.

         "Bonds" means, collectively, the Series A Bonds and the Additional
Bonds.

         "Bonds Register" and "Bonds Registrar" have the meanings specified in
Section 3.06(1).

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
generally are authorized or obligated by law or executive order to close.

         "Calculation Agent" means The Bank of New York, or any successor
Calculation Agent as appointed by the Company with the consent of the Insurer
(so long as no Insurer Default has occurred and is continuing) and the Swap
Counterparty.

         "Certificated Bonds" means the Regulation S Certificated Bonds and the
Restricted Certificated Bonds.

         "Closing Date" has the meaning assigned to it in the Common Agreement.

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



                                       3
<PAGE>



         "Collateral" has the meaning assigned to it in the Common Agreement.

         "Collateral Agent" has the meaning assigned to it in the Common
Agreement.

         "Common Agreement" means the Common Agreement, dated as of June 18,
2002, among the Insurer, the Trustee, the Company, the Project Companies, the
Swap Counterparty and the Collateral Agent.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any Authorized Officer of the Company and
delivered to the Trustee and the Insurer.

         "Controlling Party" has the meaning assigned to it in the Common
Agreement.

         "Corporate Trust Office" means the principal office of the Trustee in
The City of New York, New York at which at any particular time its corporate
trust business shall be principally administered, which is located at 101
Barclay Street, New York, New York, 10286, Attention: Corporate Trust
Administration or at such other address as the Trustee may designate by notice
to the Holders, the Insurer and the Company, or the principal corporate trust
office of any successor Trustee at the address designated by such successor
Trustee by notice to the Holders, the Insurer and the Company.

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

         "Debt" has the meaning assigned to it in the Common Agreement.

         "Depositary" means, initially, The Depository Trust Company, a New York
banking corporation, or any successor clearing agency so registered appointed
pursuant to Section 3.06(2).

         "Depositary Agreement" has the meaning assigned to it in the Common
Agreement.

         "Dollars" or "$" or any similar references means the currency of the
United States.

         "DTC" means the Depositary.

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

         "Financing Documents" has the meaning assigned to it in the Common
Agreement.

         "Financing Parties" has the meaning assigned to it in the Common
Agreement.

         "GAAP" has the meaning specified in Section 1.01(2).



                                       4
<PAGE>



         "Global Bond" means a Bond that evidences all of or part of the Bonds
of any series and bears the legend set forth in Section 2.03, issued to the
Depositary or its nominee, and registered in the name of the Depositary or its
nominee.

         "Guarantors" has the meaning specified in the preamble of this
Indenture.

         "Guaranty" has the meaning assigned to it in the Common Agreement.

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

         "Indenture" means this Indenture as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "Initial Principal Amount" of a Bond means the principal amount of such
Bond at issuance.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D.

         "instrument" means an "instrument" as defined in Section 9-102(a)(47)
of the UCC.

         "Insurance and Reimbursement Agreement" has the meaning assigned to it
in the Common Agreement.

         "Insurer" has the meaning specified in the preamble of this Indenture.

         "Insurer Default" has the meaning assigned to it in the Common
Agreement.

         "Interest Period" means, for the Series A Bonds and the Additional
Floating Rate Bonds, respectively, the period beginning on the date of issuance
of those Bonds and ending on the first Scheduled Payment Date for those Bonds
and, thereafter, each of the successive periods beginning on the last day of the
preceding Interest Period for those Bonds and ending on the following Scheduled
Payment Date for those Bonds, subject to the following: (1) if any Scheduled
Payment Date for the Series A Bonds and the Additional Floating Rate Bonds,
respectively, is not a Business Day or a London Business Day, the Interest
Period that would otherwise end on that Scheduled Payment Date will, instead,
end on the Business Day (which is also a London Business Day) following that
Scheduled Payment Date unless that Business Day falls in a new calendar month,
in which case that Interest Period will end on the Business Day (which is also a
London Business Day) preceding that Scheduled Payment Date, and (2)
notwithstanding clause (1), the final Interest Period for the Series A Bonds and
the Additional Floating Rate Bonds, respectively, will end on the scheduled
maturity date of those Bonds, regardless of whether or not the scheduled
maturity date is a Business Day or a London Business Day. Interest payable in
respect of each Interest Period will accrue from and including the first day and
to but excluding the last day of such Interest Period.

         "Issue Date" means, with respect to any series of Bonds, the date of
issuance thereof. The Issue Date for the Series A Bonds shall be June 18, 2002.



                                       5
<PAGE>



         "Issuer Event of Default" (i) has the meaning assigned to it in the
Common Agreement and (ii) shall include any additional events of default that
are added for the benefit of the Holders and that are identified as "Issuer
Events of Default" in an indenture supplemental hereto executed pursuant to
Section 10.01(2).

         "Issuer Permitted Debt" has the meaning assigned to it in the Common
Agreement.

         "Investment Company Act" means the Investment Company Act of 1940, as
amended.

         "Legend" has the meaning specified in Section 2.02(2).

         "London Business Day" means any day on which commercial banks and
foreign exchange markets settle payments and are open for general business
(including dealings in foreign exchange and foreign currency deposits) in
London.

         "Management Committee" means the body authorized by the limited
liability company agreement of the Company to act for the Company or any duly
authorized subcommittee thereof.

         "money" has the meaning specified in Section 1-201(24) of the UCC.

         "Moody's" means Moody's Investors Service, Inc., or any successor
thereto, and, if such corporation shall for any reason no longer perform the
functions of a securities rating agency, "Moody's" shall be deemed to refer to
any other nationally recognized rating agency designated by the Company,
provided, that with respect to the rating of the Bonds, the designation shall be
with the consent of the Insurer (so long as no Insurer Default has occurred and
is continuing), such consent not to be unreasonably withheld.

         "Non-Permitted Holder" has the meaning specified in Section 3.15(1).

         "Non-Recourse Persons" has the meaning specified in Article 14.

         "Notice of Default" means a written notice given by registered or
certified mail or confirmed telecopy or facsimile transmission to the Company by
the Trustee specifying the occurrence of an Issuer Event of Default and
requiring it to be remedied and stating that such notice is a "Notice of
Default" under this Indenture.

         "NRG Energy" has the meaning assigned to it in the Common Agreement.

         "Obligations" has the meaning assigned to it in the Common Agreement.

         "Officer's Certificate" means a certificate signed by an Authorized
Officer of the Company, or any person duly appointed in a Board Resolution of
the Company, and delivered to the Trustee, with a copy to the Insurer (so long
as no Insurer Default has occurred and is continuing). The officer signing an
Officer's Certificate given pursuant to Section 11.04 shall be the principal
executive, financial or accounting officer of the Company.

         "Operative Documents" has the meaning assigned to it in the Common
Agreement.

         "Opinion of Counsel" means a written opinion of counsel, who may, but
need not, be counsel for the Company, provided, that with respect to matters
relating to tax, bankruptcy and



                                       6
<PAGE>



security interests, such counsel shall be independent of the Company and its
Affiliates, and who shall be reasonably acceptable to the Trustee and the
Insurer (so long as no Insurer Default has occurred and is continuing).

         "Optional Redemption Price" has the meaning specified in Section
12.01(1).

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

                  (i) Bonds theretofore cancelled by the Trustee or delivered to
         the Trustee for cancellation;

                  (ii) Bonds for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or
         with any Paying Agent (other than the Company) in trust or set aside
         and segregated in trust by the Company (if the Company shall act as its
         own Paying Agent) for the Holders of such Bonds; provided that, if such
         Bonds are to be redeemed, notice of such redemption has been duly given
         pursuant to this Indenture or provision for such notice satisfactory to
         the Trustee has been made;

                  (iii) Bonds that have been paid pursuant to Section 3.08 or in
         exchange for or in lieu of which other Bonds have been authenticated
         and delivered pursuant to this Indenture, other than any such Bonds in
         respect of which there shall have been presented to the Trustee proof
         satisfactory to it that such Bonds are held by a bona fide purchaser in
         whose hands such Bonds are valid obligations of the Company;

provided, however, that, except as provided for herein, in determining whether
the Holders of the requisite Remaining Principal Amount of the Bonds have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder or under the Common Agreement, Bonds owned by the Company or any
Affiliate of the Company shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Bonds that the Trustee actually knows to be so owned shall be so
disregarded; provided, further that Bonds so owned by the Company or any
Affiliate of the Company that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Bonds and that the pledgee is not
the Company or any Affiliate of the Company; provided, further that principal
amounts of Bonds which have been paid with proceeds of the Policy shall continue
to remain Outstanding for purposes of this Indenture until the Insurer has been
paid as subrogee pursuant to the provisions of Section 4.2 of the Insurance and
Reimbursement Agreement, and the Insurer shall be deemed to be the Holder of
such Bonds to the extent of any payments thereon made by the Insurer.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of, Redemption Price, if any, interest on or any other amounts under
any Bonds on behalf of the Company.

         "Permitted Change of Control" has the meaning assigned to it in the
Common Agreement.

         "Permitted Peaker Buyout" has the meaning assigned to it in the Common
Agreement.



                                       7
<PAGE>



         "Permitted Peaker Buyout (Completion/Loss Event)" has the meaning
assigned to it in the Common Agreement.

         "Person" means any individual, corporation, limited liability company,
estate, partnership, joint venture, trust (including any beneficiary thereof),
unincorporated organization or other legal entity, or any government or any
agency or political subdivision thereof.

         "Place of Payment" has the meaning specified in Section 3.09(l).

         "Policy" has the meaning assigned to it in the Common Agreement.

         "Predecessor Bond" of any particular Bond means every previous Bond
evidencing all or a portion of the same debt as that evidenced by such
particular Bond; and, for the purposes of this definition, any Bond
authenticated and delivered under Section 3.08 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Bond shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Bond.

         "Project Companies" has the meaning specified in the preamble of this
Indenture.

         "Project Event of Default" has the meaning assigned to it in the Common
Agreement.

         "Project Revenues" has the meaning assigned to it in the Common
Agreement.

         "QIB" means a "qualified institutional buyer" within the meaning
assigned to that term in Rule 144A.

         "Qualified Purchaser" means a "qualified purchaser" within the meaning
assigned to that term Section 2(a)(51)(A) of the Investment Company Act.

         "Rating Agency" means Standard & Poor's or Moody's or, if Standard &
Poor's and Moody's cease to exist, any nationally recognized statistical rating
organization or other comparable Person designated by the Company and acceptable
to the Insurer (provided that no Insurer Default shall have occurred and be
continuing), notice of which designation shall have been given to the Trustee.

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

         "Redemption Premium" has the meaning assigned to it in Section 12.01.

         "Reference Banks" means four major banks in the London interbank market
selected by the Calculation Agent, acting in good faith and in a commercially
reasonable manner.

         "Regular Record Date", for any Scheduled Payment Date for the Bonds,
means the fifteenth day, whether or not a Business Day, preceding such Scheduled
Payment Date.

         "Regulation D" means Regulation D promulgated under the Securities Act.

         "Regulation S" means Regulation S promulgated under the Securities Act.



                                       8
<PAGE>



         "Regulation S Certificated Bonds" has the meaning set forth in Section
2.01(3).

         "Remaining Principal Amount" with respect to a Bond means the Initial
Principal Amount of such Bond less any principal amounts of such Bond redeemed
pursuant to Article Twelve or Section 3.15(2) hereof and less any amortization
payments paid on such Bond.

         "Restricted Certificated Bonds" has the meaning specified in Section
2.01(3).

         "Restricted Global Bonds" has the meaning specified in Section 2.01(3).

         "Rule 144" means Rule 144 promulgated under the Securities Act (or any
successor provision thereto).

         "Rule 144A" means Rule 144A promulgated under the Securities Act (or
any successor provision thereto).

         "Rule 144A Information" means such information as is specified pursuant
to paragraph (d)(4) of Rule 144A (or any successor provision thereto).

         "Scheduled Payment Date" means each date for scheduled payment of
principal and/or interest under the terms of the Bonds of any series.

         "Scheduled Payments" means, with respect to any Scheduled Payment Date,
all scheduled payments in respect of principal and/or interest payable by the
Company under the terms of the Bonds of any series on such date.

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

         "security" has the meaning specified in Section 8-102(a)(15) of the
UCC.

         "Series A Bonds" has the meaning specified in the recitals to this
Indenture.

         "Standard & Poor's" means Standard & Poor's Rating Services, a division
of The McGraw-Hill Companies, Inc., or any successor thereto, and, if such
corporation shall for any reason no longer perform the functions of a securities
rating agency, "Standard & Poor's" shall be deemed to refer to any other
nationally recognized rating agency designated by the Company, provided, that
with respect to the rating of the Bonds, the designation shall be with the
consent of the Insurer (so long as no Insurer Default has occurred and is
continuing), such consent not to be unreasonably withheld.

         "Stated Maturity", when used with respect to any Series A Bond means
June 10, 2019; and when used with respect to any Additional Bond, means the
maturity date provided in the Supplemental Indenture applicable thereto.

         "Swap Agreement" has the meaning assigned to it in the Common
Agreement.

         "Swap Counterparty" has the meaning assigned to it in the Common
Agreement.

         "Swap Obligations" has the meaning assigned to it in the Common
Agreement.



                                       9
<PAGE>



         "Telerate Page 3750" means the display page of Bridge's Telerate
Service designated as 3750 or such other page as may replace that page on that
service, or such other service as may be nominated as the information vendor,
for the purpose of displaying rates comparable to Three-Month USD-LIBOR-BBA.

         "Three-Month USD-LIBOR-BBA" means, for each Interest Period, the rate
for deposits in U.S. dollars for a period of three months, commencing on the
first day of such Interest Period and in an amount that is representative for a
single transaction in that market at that time, that appears on Telerate Page
3750 as of 11:00 a.m., London time, on the USD-LIBOR-BBA Determination Date with
respect to such Interest Period. If such rate does not appear on the Telerate
Page 3750, then Three-Month USD-LIBOR-BBA for the relevant Interest Period will
be determined on the basis of the rates at which deposits in U.S. dollars are
offered by the Reference Banks at approximately 11:00 a.m., London time, on the
USD-LIBOR-BBA Determination Date with respect to such Interest Period to prime
banks in the London interbank market for a period of three months commencing on
the first day of such Interest Period and in an amount that is representative
for a single transaction in that market at that time, assuming an actual/360 day
count basis. The Calculation Agent shall request the principal London office of
each of the Reference Banks to provide a quotation of its rate. If at least two
such quotations are provided, the rate for that Interest Period will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that Interest Period will be the arithmetic mean of the
rates quoted by major banks in New York City, selected by the Calculation Agent,
at approximately 11:00 a.m., New York City time, on the first day of such
Interest Period for loans in U.S. dollars to leading European banks for a period
of three months commencing on the first day of such Interest Period and in an
amount that is representative for a single transaction in that market at that
time. If the Calculation Agent is unable to obtain rate quotations for such
loans, the rate for that USD-LIBOR-BBA Determination Date shall be Three-Month
USD-LIBOR-BBA as calculated for the immediately preceding Interest Period.
Notwithstanding the foregoing, "Three-Month USD-LIBOR-BBA" with respect to the
first Interest Period will be 1.87938%.

         "Trustee" means the Person named as the "Trustee" in the preamble of
this Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York.

         "United States" and "U.S." means the United States of America
(including the States and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

         "USD-LIBOR-BBA Determination Date" means with respect to each Interest
Period, the second London Business Day preceding the first day of such Interest
Period.

SECTION 1.02. Form of Documents Delivered to the Trustee and the Insurer.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters



                                       10
<PAGE>



and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

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

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

All information to be provided under this Indenture by the Company or the
Trustee, as applicable, shall be provided by an Authorized Officer of the
Company or the Trustee, as applicable.

SECTION 1.03. Compliance Certificates and Opinions.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, including the initial authentication of Notes
on the date of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required hereunder. Each such certificate or
opinion, and any certificate evidencing a determination required to be made by
the Company under this Indenture, shall be in the form of an Officer's
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements set
forth hereunder.

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

         (1) a statement that the Person making such certificate or opinion has
read such covenant or condition and the definitions herein or in the Common
Agreement relating thereto;

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

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

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



                                       11
<PAGE>



SECTION 1.04. Acts of Holders; Record Dates.

         (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as in this Indenture otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and to the Company. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are in this Indenture
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 7.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section 1.04.

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

         The ownership of Bonds shall be proved by the Bonds Register.

         (2) Any Act of the Holder of any Bond shall bind every future Holder of
the same Bond and the Holder of every Bond issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company or the
Insurer in reliance thereon, whether or not notation of such Act is made upon
such Bond.

         (3) The Company may set any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders, provided
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section
6.01, (iii) any request to institute proceedings referred to in Section 6.07, or
(iv) any direction referred to in Section 6.14. If not set by the Company prior
to the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 8.01)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date, and no other Holders, shall be
entitled to give or take, or vote on, the relevant action whether or not such
Holders remain Holders after such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite Remaining



                                       12
<PAGE>



Principal Amount of Outstanding Bonds on the date the action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date and the proposed action by
Holders to be given to the Trustee in writing and to each Holder in the manner
set forth in Section 1.05.

         (4) Notwithstanding any other provision in this Indenture to the
contrary, so long as no Insurer Default has occurred and is continuing, only the
Insurer shall be entitled to exercise (i) all rights and remedies with respect
to the Bonds under this Indenture, (ii) the right to vote on all matters
presented to the Holders and (iii) all other rights and remedies, in each case
as the Controlling Party pursuant to Sections 7.4 and 7.5 of the Common
Agreement and subject to Section 7.6 of the Common Agreement, and no Act of the
Holders of the Bonds will be effective and only an Act of the Insurer in
exercising such rights of the Holders of the Bonds in respect of such Act will
be effective; provided, however, that (i) the Holders shall retain the right
under this Indenture to approve any changes in the material terms of the Bonds
as set forth in Section 10.02(2), and (ii) if an Insurer Default occurs and is
continuing, all rights and remedies available to a specific series of Bonds
shall be exercised directly by the Holders of such series of Bonds, and all
rights and remedies available to the Holders of the Bonds as a group under this
Indenture shall be exercised by the Holders acting as a group. So long as no
Insurer Default has occurred and is continuing, any vote, determination,
election or other Act of the Insurer in exercising the rights with respect to
the Bonds as provided in this Section 1.04(4) shall be deemed to be the vote,
determination, election or other Act of the Holders.

         (5) Without limiting the foregoing, a Holder entitled under this
Indenture to take any action under this Indenture with regard to a particular
Bond may do so with regard to all or any part of the Remaining Principal Amount
of such Bond, which action may differ with respect to different portions of the
Remaining Principal Amount of such Bond, or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any
part of such principal amount.

SECTION 1.05. Notices, Etc., to Trustee, Company and Insurer.

         Any Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with:

                  (a) the Trustee by any Holder or by the Company or the
         Insurer, as the case may be, shall be sufficient for every purpose
         hereunder (unless otherwise in this Indenture expressly provided) if
         made, given, furnished or filed in writing to or with the Trustee at
         its Corporate Trust Office, and such notice shall be deemed effective
         when actually received; or

                  (b) the Company by the Trustee or by any Holder or the
         Insurer, as the case may be, shall be sufficient for every purpose
         hereunder (unless otherwise in this Indenture expressly provided) if in
         writing and mailed, first-class postage prepaid, to the Company
         addressed to it at the address of its principal office specified in the
         preamble of this Indenture or at any other address previously furnished
         in writing to the Trustee and the Insurer by the Company, Attention:
         General Counsel; or

                  (c) the Insurer by any Holder or by the Trustee or the
         Company, as the case may be, shall be sufficient for every purpose
         hereunder (unless otherwise in this Indenture



                                       13
<PAGE>



         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Insurer addressed to it at 250 Park Avenue, 19th Floor,
         New York, NY 10177, Attention: Surveillance;

         or to such other Persons or addresses as the Person to whom notice is
given may have previously furnished to the others in writing in the manner set
forth above.

SECTION 1.06. Notice to Holders.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise in this Indenture expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at the Holder's address as it appears in the Bond
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Any notice
sent to the Holders by the Trustee or the Company shall also be sent to the
Insurer (so long as no Insurer Default has occurred and is continuing), provided
that such notice to the Insurer shall be subject to the same conditions as
provided in this Indenture for notices to the Holders.

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

SECTION 1.07. Waiver.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders or the Insurer, as the case may be, shall
be filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

SECTION 1.08. Effect of Headings and Table of Contents.

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

SECTION 1.09. Successors and Assigns.

         All covenants and agreements in this Indenture of any party hereto
shall bind its successors and assigns, whether so expressed or not.

SECTION 1.10. Separability Clause.

         If any provision in this Indenture or in the Bonds shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions, and the



                                       14
<PAGE>



validity, legality or enforceability of such provisions in any other
jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 1.11. Benefits of Indenture.

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

SECTION 1.12. Governing Law.

         This Indenture and the Bonds shall be governed by and construed in
accordance with the laws of the State of New York.

SECTION 1.13. Business Day Convention.

         If any Scheduled Payment Date or Redemption Date is not a business day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Bonds) payment of any amounts due on the Bonds need not be
made at such Place of Payment on such date, but may be made on the next
succeeding business day at such Place of Payment with the same force and effect
as if made on the Scheduled Payment Date or Redemption Date. SECTION 1.14.
Waiver of Jury Trial.

         THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER FINANCING DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE TRUSTEE TO ENTER INTO THIS INDENTURE.


                                   ARTICLE TWO

                                   BOND FORMS

SECTION 2.01. Forms Generally.

         (1) The Series A Bonds and the Additional Floating Rate Bonds, if any,
shall be in substantially the form set forth in Exhibit A-1, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture (and, in the case of Additional Floating
Rate Bonds, the corresponding Supplemental Indenture), the Additional Fixed Rate
Bonds, if any, shall be in substantially the form set forth in Exhibit A-2 and
as provided in the corresponding Supplemental Indenture, and the Bonds may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or of the Depositary or as may,



                                       15
<PAGE>



consistently herewith, be determined by the officers executing such Bonds, as
evidenced by their execution of the Bonds.

         The definitive Bonds shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Bonds, as evidenced by their execution of such
Bonds.

         (2) All the Bonds shall be issued only in registered form, without
coupons.

         (3) Upon their original issuance, the Bonds of each series offered and
sold to Institutional Accredited Investors who are not also QIBs shall be issued
in the names of their initial beneficial owners and delivered to such Holders
(or upon their respective orders) by the Company. Such Bonds are referred to in
this Indenture as the "Restricted Certificated Bonds".

         Bonds of each series offered and sold in their initial distribution in
reliance on Regulation S shall be issued in the form of one or more physical
certificates, registered in the name of the beneficial owner thereof, in
definitive, fully-registered form without interest coupons attached with the
applicable legend substantially set forth in the form of Section 2.02(a) and (c)
(each, a "Regulation S Certificated Bond"), which shall be duly executed by the
Company and authenticated by the Trustee as hereinafter provided.

         Bonds offered and sold in their initial distribution in reliance on
Rule 144A shall be issued in the form of one or more Global Bonds registered in
the name of the Depositary or its nominee and deposited with the Trustee, as
custodian for the Depositary. Such Global Bonds are referred to in this
Indenture as the "Restricted Global Bonds".

         (4) The aggregate Initial Principal Amount of each Restricted Global
Bond may be increased or decreased from time to time by adjustments made on the
records of the Trustee, as custodian for the Depositary, as provided in Section
3.07.

SECTION 2.02. Form of Legends.

         (1) Each Bond issued hereunder shall, in addition to any other legends
required or permitted by this Indenture, bear the legend below:

     THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
     SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE INVESTMENT COMPANY ACT
     OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT") AND MAY NOT BE OFFERED,
     SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR,
     (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
     INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
     ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
     INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
     (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
     REGULATION S UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN EXEMPTION FROM
     REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
     AVAILABLE), AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE,
     AND, IN ADDITION, TO



                                       16
<PAGE>



     AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING
     OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN
     EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN THE CASE OF
     EACH OF CLAUSES (A) AND (B), (1) IN ACCORDANCE WITH ALL APPLICABLE
     SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS
     AND (2) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000 FOR THE PURCHASER
     AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING, TO A PURCHASER AND, AS
     APPLICABLE, EACH ACCOUNT FOR WHICH SUCH PURCHASER IS ACTING, THAT (I) IS A
     QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION 3(C)(7) OF THE INVESTMENT
     COMPANY ACT, (II) WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER
     (EXCEPT WHEN EACH BENEFICIAL OWNER OF THE PURCHASER AND EACH SUCH ACCOUNT
     IS A QUALIFIED PURCHASER), (III) HAS RECEIVED THE NECESSARY CONSENT FROM
     ITS BENEFICIAL OWNERS WHEN THE PURCHASER OR SUCH ACCOUNT IS A PRIVATE
     INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (IV) IS NOT A
     BROKER-DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN
     $25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS AND (V) IS NOT a pension,
     profit sharing or other retirement trust fund or plan in which the
     partners, beneficiaries or participants, as applicable, may designate the
     particular investments to be made, AND IN A TRANSACTION THAT MAY BE
     EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION.
     ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT,
     WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE
     TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER,
     THE TRUSTEE OR ANY INTERMEDIARY. EACH TRANSFEROR OF THIS NOTE WILL PROVIDE
     NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE INDENTURE
     TO ITS TRANSFEREE. IN ADDITION TO THE FOREGOING, THE ISSUER MAINTAINS THE
     RIGHT TO PURCHASE OR FORCE THE RESALE OF ANY NOTES PREVIOUSLY TRANSFERRED
     TO NON-PERMITTED HOLDERS (AS DEFINED IN THE INDENTURE) IN ACCORDANCE WITH
     AND SUBJECT TO THE TERMS OF THE INDENTURE.

     THE BONDS EVIDENCED HEREBY MAY NOT BE OFFERED OR SOLD UNLESS: (1) THE
     TRANSFEREE REPRESENTS THAT IT IS A "QUALIFIED PURCHASER" (AS DEFINED IN
     2(A)(51)(A) UNDER THE INVESTMENT COMPANY ACT, AS AMENDED); (2) THE
     TRANSFEROR REPRESENTS THAT PRIOR TO SUCH TRANSFER, THE TRANSFEROR HAS
     PROVIDED TO THE TRANSFEREE NOTICE OF THE TRANSFER RESTRICTIONS APPLICABLE
     TO THIS SECURITY; (3) BOTH THE TRANSFEROR AND THE TRANSFEREE ACKNOWLEDGE
     THAT THE ISSUER MAY REFUSE TO HONOR THE TRANSFER OF THE SECURITY IF IT
     DETERMINES IN ITS SOLE DISCRETION THAT THE TRANSFEREE IS NOT A QUALIFIED
     PURCHASER; AND (4) THE TRANSFEREE ACKNOWLEDGES THAT THE ISSUER HAS THE
     RIGHT TO FORCE THE REDEMPTION OR RESALE OF THE SECURITY HELD BY THE
     TRANSFEREE IF IT DETERMINES IN ITS SOLE DISCRETION THAT THE TRANSFEREE IS
     NOT A QUALIFIED PURCHASER.



                                       17
<PAGE>



         (2) If any Bond is issued upon the transfer, exchange or replacement of
another Bond that does not bear a legend setting forth restrictions on transfer
that are intended to ensure compliance with the Securities Act as provided in
Section 2.02(1) (the "Legend"), the Bond so issued shall not bear the Legend. If
any Bond is issued upon the transfer, exchange or replacement of another Bond
bearing the Legend, or if a request is made to remove the Legend on any Bond,
the Bond so issued shall bear the Legend, or the Legend shall not be removed, as
the case may be, unless there is delivered to the Company such satisfactory
evidence, which may include an opinion of independent counsel licensed to
practice law in the State of New York, as may be reasonably required by the
Company, that neither the Legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such
Bonds are not "restricted securities" within the meaning of Rule 144 under the
Securities Act. Upon provision of such satisfactory evidence, the Trustee, at
the direction of the Company, shall authenticate and deliver a Bond that does
not bear the Legend.

SECTION 2.03. Form of Legend for Restricted Global Bonds.

         Every Restricted Global Bond authenticated and delivered hereunder
shall, in addition to any other legends required or permitted by this Indenture,
bear a legend in substantially the following form:

         THIS BOND IS A RESTRICTED GLOBAL BOND WITHIN THE MEANING OF THE
         INDENTURE REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF A
         DEPOSITARY OR ITS NOMINEE. THIS BOND MAY NOT BE EXCHANGED IN WHOLE OR
         IN PART FOR A BOND REGISTERED, AND NO TRANSFER OF THIS BOND IN WHOLE OR
         IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
         DEPOSITARY OR ITS NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES
         DESCRIBED IN THE INDENTURE.

SECTION 2.04. Form of Trustee's Certificate of Authentication.

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

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


Dated:


                                                           THE BANK OF NEW YORK,


                                                                      as Trustee


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



                                       18
<PAGE>



                                  ARTICLE THREE


                                    THE BONDS

SECTION 3.01. Title and Terms.

         (1) The aggregate Initial Principal Amount of Bonds that may be
authenticated and delivered under this Indenture is unlimited.

         (2) The Series A Bonds shall be designated the "Series A Floating Rate
Senior Secured Bonds due 2019" and shall be issued in an aggregate Initial
Principal Amount of $325,000,000. The Series A Bonds shall have the terms and
conditions set forth in the form of the Series A Bonds as set forth in Exhibit
A-1, and in this Indenture.

SECTION 3.02. Additional Bonds.

         (1) Subject to clause (2) of this Section 3.02, one or more series of
Additional Bonds may be authenticated and delivered under this Indenture, in
each case pursuant to an indenture supplemental hereto (a "Supplemental
Indenture") substantially in the form of Exhibit E and upon satisfaction of the
conditions set forth in this Section 3.02. Each series of Additional Floating
Rate Bonds shall have the terms and conditions set forth in Exhibit A-1, and in
this Indenture, subject to such insertions, omissions, substitutions and
variations as may be provided in the corresponding Supplemental Indenture. Each
series of Additional Fixed Rate Bonds shall have the terms and conditions set
forth in Exhibit A-2, this Indenture and in the Supplemental Indenture
corresponding to such issuance.

         (2) Additional Bonds may be issued by the Company; provided that (i)
the Trustee shall have received prior to such issuance an Officer's Certificate
from the Company certifying that (a) each of the conditions set forth in this
Section 3.02(2) and the Supplemental Indenture relating to the issuance of such
Additional Bonds has been satisfied and (b) the incurrence of Debt pursuant to
the issuance of Additional Bonds complies with Section 4.3 (including, without
limitation, the definition of Issuer Permitted Debt) of the Common Agreement,
(ii) an appropriate Supplemental Indenture relating to the issuance of such
Additional Bonds substantially in the form of Exhibit E hereto has been executed
and delivered, (iii) any supplements, amendments or modifications to or of the
Financing Documents that may be required or appropriate in connection with the
issuance of such Additional Bonds have been executed and delivered (in respect
of which the consent of the Trustee and the Holders shall not be required,
except to the extent required by any such Financing Document), and (iv) the
Trustee shall have received the written consent of each Guarantor confirming
that such Guarantor's Guaranty shall apply to the Bonds and the Additional Bonds
which the Company proposes to issue.

         (3) Upon satisfaction of the applicable conditions set forth in clause
(2) of this Section 3.02, the Company shall execute Additional Bonds and deliver
them to the Trustee, and the Trustee, upon the written request of the Company,
shall authenticate such Additional Bonds and deliver them to the purchasers
thereof as may be directed by the Company in writing, without any further action
of the Company.



                                       19
<PAGE>



         (4) Upon the issuance of any Additional Bonds, the Company shall
promptly provide the Trustee with a schedule that will set forth the
requirements for the payment of principal of and interest on such Additional
Bonds.

SECTION 3.03. Denominations.

         The Bonds of each series shall be issuable only in fully registered
form without coupons and in principal amounts only in denominations of $250,000
and integral multiples of $1,000 in excess thereof.

SECTION 3.04. Execution, Authentication, Delivery and Dating.

         The Bonds shall be executed on behalf of the Company by any of its
Authorized Officers, attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Bonds may be manual
or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Bonds of each series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Bonds; and the Trustee shall authenticate
and deliver such Bonds in accordance with such Company Order.

         Each Bond shall be dated the date of its authentication.

         No Bond shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Bond a
certificate of authentication substantially in the form provided for in this
Indenture executed by the Trustee by manual signature, and such certificate upon
any Bond shall be conclusive evidence, and the only evidence, that such Bond has
been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Bond shall have been authenticated and delivered hereunder and never
issued and sold by the Company, and the Company shall deliver such Bond to the
Trustee for cancellation as provided in Section 3.11, for all purposes of this
Indenture such Bond shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

SECTION 3.05. Temporary Bonds.

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



                                       20
<PAGE>



         If temporary Bonds of any series are issued, the Company will cause
definitive Bonds of that series to be prepared without unreasonable delay. After
the preparation of definitive Bonds of such series, the temporary Bonds of such
series shall be exchangeable for definitive Bonds of such series upon surrender
of the temporary Bonds of such series at any office or agency of the Company
designated pursuant to Section 11.02, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Bonds of any series the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Bonds of the same series, of any authorized
denominations and of like tenor and aggregate Initial Principal Amount. Until so
exchanged, the temporary Bonds of any series shall in all respects be entitled
to the same benefits under this Indenture as definitive Bonds of such series and
tenor.

SECTION 3.06. Registration, Registration of Transfer and Exchange.

         (1) The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the "Bonds Register") in which, subject to Sections
3.06(2) and 3.07 and to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Bonds and of transfers of Bonds.
The Trustee is hereby appointed "Bonds Registrar" for the purpose of registering
Bonds and transfers of Bonds as in this Indenture provided.

         Subject to Sections 3.06(2) and 3.07, upon surrender for registration
of transfer of any Bond of a series at the office or agency of the Company
designated pursuant to Section 11.02, the Company shall execute, and the Trustee
shall authenticate and deliver, one or more new Bonds of the same series, of any
authorized denominations and of like tenor and aggregate Initial Principal
Amount.

         At the option of the Holder, Bonds of any series may be exchanged for
other Bonds of the same series, of any authorized denominations and of like
tenor and aggregate Initial Principal Amount, upon surrender of the Bonds to be
exchanged at such office or agency. Whenever any Bonds are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Bonds that the Holder making the exchange is entitled to receive.

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

         Every Bond presented or surrendered for registration of transfer or
exchange shall (if so required by the Company or Bonds Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Bonds Registrar duly executed, by the Holder
thereof or such Holder's attorney duly authorized in writing and, in the case of
any Bond that bears the Legend referred to in Section 2.02(1)(a), a certificate
in the form of Exhibit B duly executed by the transferor Holder or such Holder's
attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Bonds, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Bonds.

         If the Bonds are to be redeemed in part, the Company shall not be
required (A) to issue, register the transfer of or exchange any Bonds of any
series during a period beginning at the



                                       21
<PAGE>



opening of 15 days before the day of the mailing of a notice of redemption of
the Bonds and ending at the close of business on the day of such mailing, or (B)
to register the transfer of or exchange any Bond in whole or in part, except the
unredeemed portion of any Bond being redeemed in part.

         (2) The provisions of clauses (a), (b), (c) and (d) below shall apply
only to Restricted Global Bonds:

                  (a) Each Restricted Global Bond authenticated under this
         Indenture shall be registered in the name of the Depositary or its
         nominee and delivered to the Depositary or its nominee or custodian,
         and each such Restricted Global Bond shall constitute a single Bond for
         all purposes of this Indenture.

                  (b) Notwithstanding any other provision in this Indenture, no
         Restricted Global Bond may be exchanged in whole or in part for Bonds
         in certificated form, and no transfer of a Restricted Global Bond in
         whole or in part may be registered, in the name of any Person other
         than the Depositary or its nominee unless (i) the Depositary (x) has
         notified the Company that it is unwilling or unable to continue as a
         depositary for such Restricted Global Bond or (y) has ceased to be a
         clearing agency registered under the Exchange Act, or (iii) there shall
         have occurred and be continuing an Issuer Event of Default.

                  (c) Subject to clause (b) above, any exchange of a Restricted
         Global Bond for other Bonds may be made in whole or in part, and all
         Bonds issued in exchange for a Restricted Global Bond or any portion
         thereof shall be registered in such names as the Depositary shall
         direct.

                  (d) Every Bond authenticated and delivered upon registration
         of transfer of, or in exchange for or in lieu of, a Restricted Global
         Bond or any portion thereof, whether pursuant to this Section, Section
         3.05, 3.08, 10.05 or 12.06 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Restricted Global Bond,
         unless such Bond is registered in the name of a Person other than the
         Depositary or its nominee.

SECTION 3.07. Restrictions on Transfer.

         (1) Each Holder and beneficial owner of any Bond shall be deemed to
have represented and agreed as follows (terms used in this Section 3.07(1) that
are defined in Rule 144A, Regulation D or Regulation S are used in this
Indenture as defined therein):

                  (a) Such Holder or beneficial owner either:

                           (i)(x) is a QIB, (y) is aware that the sale of the
                  Bonds to it is being made in reliance on Rule 144A, and (z) is
                  acquiring such Bonds for its own account or the account of a
                  QIB,

                           (ii)(x) is an Institutional Accredited Investor
                  purchasing such Bonds for its own account, and (y) is not
                  acquiring such Bonds with a view to any resale or distribution
                  thereof other than in accordance with the restrictions set
                  forth in this Section 3.07, or



                                       22
<PAGE>



                           (iii) is a non-U.S. person acquiring the Bonds in an
                  offshore transaction in reliance on Regulation S.

                  (b) Such Holder or beneficial owner is a Qualified Purchaser;
         and

                  (c) Such Holder or beneficial owner understands that the Bonds
         have not been registered under the Securities Act and may not be
         offered, resold, pledged or otherwise transferred except (i) (A) by an
         initial investor, (1) to a person who such Holder or beneficial owner
         reasonably believes is a QIB acquiring for its own account or the
         account of a QIB in a transaction meeting the requirements of Rule
         144A, (2) in an offshore transaction complying with Rule 903 or Rule
         904 of Regulation S, or (3) pursuant to an exemption from registration
         under the Securities Act provided by Rule 144 thereunder (if
         available), and (B) by a subsequent investor, as set forth in (A)
         above, and, in addition, to an institutional investor that is an
         accredited investor within the meaning of Rule 501 of Regulation D
         under the Securities Act pursuant to an exemption from registration
         under the Securities Act (if available) or (C) pursuant to an effective
         registration statement under the Securities Act, (ii) to a person who
         is a Qualified Purchaser for purposes of Section 3(c)(7) of the
         Investment Company Act, and (iii) in accordance with all applicable
         securities laws of the states of the United States and other
         jurisdictions. Such Holder or beneficial owner also understands that
         the Company has not been registered under the Investment Company Act.
         Such Holder or beneficial owner understands and agrees that any
         purported transfer of the Bonds to a purchaser that does not comply
         with the requirements set forth in this Section 3.07(1)(c) will be null
         and void abinitio.

         (2) Notwithstanding any other provisions of this Indenture or the
Bonds, transfers of Bonds, in whole or in part, and transfers of interests in
Restricted Global Bonds shall be made only in accordance with this Section
3.07(2).

                  (a) Within Restricted Global Bond. Beneficial interests in any
         Restricted Global Bond may be transferred to Persons who take delivery
         thereof in the form of a beneficial interest in the same Restricted
         Global Bond in accordance with the transfer restrictions set forth in
         the Legend which shall be set forth on such Restricted Global Bond. No
         written orders or instructions shall be required to be delivered to the
         Bonds Registrar to effect the transfers described in this Section
         3.07(2)(a). Nothing in this Section 3.07(2) shall be construed to limit
         the obligations of the Company to institute the Section 3(c)(7)
         Procedures described in Section 3.14.

                  (b) Restricted Global Bond to Regulation S Certificated Bonds
         or Restricted Certificated Bonds. If the holder of a beneficial
         interest in Restricted Global Bond wishes at any time transfer such
         interest to a Person who takes delivery thereof in the form of a
         Regulation S Certificated Bond or a Restricted Certificated Bond of the
         same series, such transfer may be effected (i) subject to the
         Applicable Procedures and only in accordance with this Section
         3.07(2)(b) and (ii) provided that the remaining principal amount of
         such holder's beneficial interest in the Restricted Global Bonds shall
         either equal zero or meet the applicable minimum denomination set forth
         in Section 3.03. Upon receipt by the Trustee, as Bonds Registrar, at
         its office in The City of New York of (i) a written order given in
         accordance with the Applicable Procedures containing information
         regarding the account of the Agent Member to be debited for such
         beneficial interest, (ii)



                                       23
<PAGE>



         a certificate in substantially the form set forth in Exhibit C-1 (in
         the case of a transfer to a Person who takes delivery thereof in the
         form of a Regulation S Certificated Bond) or Exhibit C-2 (in the case
         of a transfer to a Person who takes delivery thereof in the form of a
         Restricted Certificated Bond), executed by the holder of such
         beneficial interest in such Restricted Global Bond, and (iii) an
         Investor Certificate executed by the proposed transferee of such
         interest in the form of Exhibit D-1 (in the case of a Person who takes
         delivery in the form of a Regulation S Certificated Bond) or Exhibit
         D-2 (in the case of a Person who takes delivery in the form of a
         Restricted Certificated Bond), in each case containing certifications
         as to certain Securities Act, Investment Company Act and U.S. tax
         matters, including that the proposed transferee is (A) either (1) a
         Non-U.S. Person purchasing in an offshore transaction in reliance on
         Regulation S (in the case of a transfer to a Person who takes delivery
         in the form of a Regulation S Certificated Bond) or (2) an
         Institutional Accredited Investor (in the case of a Person who takes
         delivery in the form of a Restricted Certificated Bond) and, in each
         case, (B) a Qualified Purchaser, the Trustee, as Bonds Registrar shall
         instruct the Depository to reduce Initial Principal Amount of such
         Restricted Global Bond by the principal amount of the beneficial
         interest in such Restricted Global Bond to be so transferred, and the
         Trustee shall record the transfer in the Bond Register and, upon
         execution by the Company, deliver one or more Regulation S Certificated
         Bonds or Restricted Certificated Bonds, as applicable, such Bonds
         together having a principal amount equal to the amount by which the
         Initial Principal Amount of the Restricted Global Bond was reduced upon
         such transfer and each such Bond in the authorized minimum denomination
         and integral multiples specified in Section 3.03. Any purported
         transfer in violation of the foregoing requirements shall be null and
         void ab initio, and the Trustee shall not register any such purported
         transfer and shall not deliver such Regulation S Certificated Bonds or
         Restricted Certificated Bonds, as applicable.

                  (c) Regulation S Certificated Bond or Restricted Certificated
         Bond to Restricted Global Bond. If the holder of a Regulation S
         Certificated Bond or Restricted Certificated Bond wishes at any time to
         transfer all or a portion of such Bond to a Person who wishes to take
         delivery thereof in the form of a beneficial interest in the Restricted
         Global Bond of the same series, such transfer may be effected, subject
         to the Applicable Procedures and only in accordance with this Section
         3.07(2)(c). Upon receipt by the Trustee, as Bonds Registrar, at its
         office in The City of New York of (i) such Regulation S Certificated
         Bond or Restricted Certificated Bond as provided in Section 3.06, and
         written instructions satisfactory to the Bonds Registrar directing the
         Trustee to credit or cause to be credited to a specified Agent Member's
         account a beneficial interest in the Restricted Global Bond in a
         principal amount equal to the Initial Principal Amount of the
         Regulation S Certificated Bond or Restricted Certificated Bond (or
         portion thereof) to be so transferred, (ii) a written order given in
         accordance with the Applicable Procedures containing information
         regarding the account of the Agent Member to be credited with such
         beneficial interest, (iii) a certificate substantially in the form set
         forth in Exhibit C-3 executed by the holder of such Regulation S
         Certificated Bond or Restricted Certificated Bond and (iv) an Investor
         Certificate executed by the proposed transferee of such Bond in the
         form of Exhibit D-3, containing certifications as to certain Securities
         Act, Investment Company Act and U.S. tax matters, including that the
         proposed transferee is a QIB and a Qualified Purchaser, the Trustee, as
         Bond Registrar, shall cancel such Regulation S Certificated Bond or
         Restricted Certificated Bond, as applicable, and shall instruct the
         Depository to increase the Initial Principal Amount of such Restricted
         Global Bond by



                                       24
<PAGE>



         the Initial Principal Amount of the Regulation S Certificated Bond or
         Restricted Certificated Bond to be transferred and to credit or cause
         to be credited to the account of the Person specified in such
         instructions a beneficial interest in such Restricted Global Bond
         having a principal amount equal to the amount by which the Initial
         Principal Amount of such Regulation S Certificated Bond or Restricted
         Certificated Bond was reduced upon such transfer. Regulation S
         Certificated Bond and Restricted Certificated Bonds may not otherwise
         be exchanged for Restricted Global Bonds or for beneficial interests in
         Restricted Global Bonds. Any purported transfer in violation of the
         foregoing requirements shall be null and void ab initio, and the
         Trustee shall not register any such purported transfer of a Regulation
         S Certificated Bond or Restricted Certificated Bond, as applicable, in
         the form of a beneficial interest in the Restricted Global Bond.

                  (d) Within Regulation S Certificated Bonds and Restricted
         Certificated Bonds or Between Certificated Bonds. If the holder of a
         Regulation S Certificated Bond or Restricted Certificated Bond wishes
         at any time to transfer all or a portion of such Bond to a Person who
         wishes to take delivery thereof in the form of a Regulation S
         Certificated Bond or Restricted Certificated Bond of the same series,
         such transfer may be effected only in accordance with this Section
         3.07(2)(d). Upon receipt by the Trustee, as Bond Registrar, at its
         office in The City of New York of (i) such Regulation S Certificated
         Bond or Restricted Certificated Bond as provided in Section 3.06, and
         written instructions satisfactory to the Bond Registrar directing the
         Trustee to cancel such Certificated Bond surrendered for transfer and
         issue the applicable Certificated Bond in a principal amount equal to
         the Initial Principal Amount of the Certificated Bond (or a portion
         thereof) to be so transferred, (ii) a certificate substantially in the
         form set forth in Exhibit C-1 (in the case of a Person who takes
         delivery in the form of a Regulation S Certificated Bond) or Exhibit
         C-2 (in the case of a Person who takes delivery in the form of a
         Restricted Certificated Bond) executed by the holder of such
         Certificated Bond surrendered for transfer and (iii) an Investor
         Certificate executed by the proposed transferee of such Bond in the
         form of Exhibit D-1 (in the case of a Person who takes delivery in the
         form of a Regulation S Certificated Bond) or Exhibit D-2 (in the case
         of a Person who takes delivery in the form of a Restricted Certificated
         Bond), containing certifications as to certain Securities Act,
         Investment Company Act and U.S. tax matters, including that the
         proposed transferee is (A) either (1) a Non-U.S. Person purchasing in
         an offshore transaction in reliance on Regulation S (in the case of a
         transfer to a Person who takes delivery in the form of a Regulation S
         Certificated Bond) or (2) an Institutional Accredited Investor (in the
         case of a Person who takes delivery in the form of a Restricted
         Certificated Bond) and, in each case, (B) a Qualified Purchaser, the
         Trustee, as Bond Registrar, shall cancel such Certificated Bond
         surrendered for transfer, and the Trustee shall record the transfer in
         the Bond Register and, upon execution by the Company, deliver one or
         more Certificated Bonds together having a principal amount equal to the
         Initial Principal Amount (or a portion thereof) of the Certificated
         Bond so transferred and each such Certificated Bond in the authorized
         minimum denomination and integral multiples specified in Section 3.03.
         Any purported transfer in violation of the foregoing requirements shall
         be null and void ab initio, and the Trustee shall not register any such
         purported transfer of a Regulation S Certificated Bond or Restricted
         Certificated Bond.

         (3) The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable



                                       25
<PAGE>



law with respect to any transfer of any interest in any Bond other than to
require delivery of certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

SECTION 3.08. Mutilated, Destroyed, Lost and Stolen Bonds.

         (1) If any mutilated Bond is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Bond of the same series and of like tenor and Initial Principal
Amount and bearing a number not contemporaneously outstanding.

         (2) If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Bond and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Bond has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Bond, a new Bond of the
same series and of like tenor and Initial Principal Amount and bearing a number
not contemporaneously outstanding.

         (3) If any such mutilated, destroyed, lost or stolen Bond has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Bond, pay such Bond.

         (4) Upon the issuance of any new Bond under this Section 3.08, the
Company or the Trustee may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and its agents)
connected therewith.

         (5) Subject to clause (2) above, every new Bond issued pursuant to this
Section 3.08 in lieu of any destroyed, lost or stolen Bond shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Bond shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Bonds duly issued hereunder.

         (6) The provisions of this Section 3.08 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Bonds.

SECTION 3.09. Payment of Principal and Interest.

         (1) All payments of the principal of, the Optional Redemption Price, if
any, interest on and other amounts in respect of the Regulation S Certificated
Bonds and Restricted Certificated Bonds shall be payable at the office or agency
of the Company maintained for that purpose pursuant to Section 11.02 and at any
other office or agency maintained by the Company for that purpose (each, a
"Place of Payment"); provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Bond Register. All payments
of the principal of, the Optional Redemption Price, if any, interest on and
other amounts under the Restricted Global



                                       26
<PAGE>



Bonds shall be made to the Depositary or its nominee, as the holder thereof.
Payment to or credit to the accounts of owners of beneficial interests in such
Bonds will be effected pursuant to the procedures and customary practices of the
Depositary and its Agent Members.

         (2) Interest on any Bond (including overdue interest and interest
thereon) that is payable on any Scheduled Payment Date shall be paid to the
Person in whose name that Bond (or one or more Predecessor Bonds) is registered
at the close of business on the Regular Record Date for such interest.

         (3) Each Bond delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Bond shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Bond.

         (4) Amounts properly withheld under the Code by any Person from a
payment to any Holder of interest and/or principal and/or the Optional
Redemption Price shall be considered as having been paid by the Company, or the
Insurer if applicable, to such Holder for all purposes of this Indenture.

SECTION 3.10. Persons Deemed Owners.

         (1) Prior to due presentment of a Bond for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Bond is registered as the owner of such Bond for
the purpose of receiving payment of principal of and any premium and any
interest on such Bond and for all other purposes whatsoever, whether or not such
Bond be overdue, and none of the Company, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.

         (2) Neither any Agent Member nor any other Person on whose behalf any
Agent Member may act shall have any rights under this Indenture with respect to
any Restricted Global Bond registered in the name of the Depositary or its
nominee, or under any Restricted Global Bond registered in the name of the
Depositary or its nominee, and the Depositary or its nominee, as the case may
be, shall be treated by the Company, the Trustee and any agent of the Company or
the Trustee as the absolute owner and holder of such Restricted Global Bond
(including all Bonds represented thereby) for all purposes whatsoever.
Notwithstanding the foregoing, nothing in this Indenture shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or such nominee, as the case may be, as between such Depositary,
its Agent Members and any other Person on whose behalf an Agent Member may act,
the operation of customary practices of such Persons governing the exercise of
the rights of any Holder.

         (3) For so long as Bonds are represented by Restricted Global Bonds,
the Company and the Trustee may request, accept and rely upon a certificate or
letter of confirmation signed on behalf of the Depositary, or any form of record
executed by it, to the effect that at any particular time or throughout any
particular period any particular Person is, was or will be shown in its records
as entitled to a particular interest in the Restricted Global Bonds.



                                       27
<PAGE>



SECTION 3.11. Cancellation.

         All Bonds surrendered for payment, redemption, registration of transfer
or exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Bonds previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Bonds previously authenticated
hereunder that the Company has not issued and sold, and all Bonds so delivered
shall be promptly cancelled by the Trustee. No Bonds shall be authenticated in
lieu of or in exchange for any Bonds cancelled as provided in this Section 3.11,
except as expressly permitted by this Indenture. All cancelled Bonds held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures unless the Trustee shall be directed by a Company Order to return the
cancelled Bonds to the Company.

SECTION 3.12. CUSIP, ISIN and Common Code Numbers.

         The Company in issuing the Bonds may use CUSIP, ISIN and Common Code
numbers and, if so, the Trustee shall use CUSIP, ISIN and Common Code numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers;
provided further that the Trustee shall assume no responsibility for the
accuracy of such numbers and any such redemption shall not be affected by any
defect in or omission of such numbers.

SECTION 3.13. Tax Treatment.

         In the absence of any change in law occurring after the Issue Date that
would render the treatment contemplated in this Section 3.13 inconsistent with
the law, regulation, or any interpretation thereof, based upon representations
from each Holder and beneficial owner of the Bonds, as of the Issue Date and for
so long as the Company has no reason to know and an Authorized Officer of the
Trustee or any Paying Agent has not received actual notice that such
representations by Holders and beneficial owners of at least 75% of the
aggregate principal amount of the Bonds are false or unreliable, the Company,
the Trustee and any Paying Agent agree to treat the Bonds for all United States
federal tax purposes as investment securities and not as an extension of credit
pursuant to a loan agreement; provided, however, that the Company, the Trustee
and any Paying Agent shall not be obligated under this covenant with respect to
any Bonds held by a Holder or beneficial owner with respect to which the Company
has reason to know or an Authorized Officer of the Trustee or any Paying Agent
has received actual notice that such representations made by such Holder or
beneficial owner, as the case may be, as of the Issue Date are false or
unreliable.

         By accepting a Bond or a beneficial interest therein, each Holder and
beneficial owner agrees to such treatment and covenants to take no action
inconsistent with such treatment unless otherwise notified by the Company.



                                       28
<PAGE>



SECTION 3.14. Section 3(c)(7) of the Investment Company Act Procedures for
Restricted Global Bonds.

         (1) Important Notices. On or after the Issue Date, the Company shall
send a copy of the "Section 3(c)(7) Important Notice to DTC", with a request
that DTC forward such report to the relevant Agent Members.

         (2) DTC Actions. On or after the Issue Date, the Company shall direct
DTC to take the following steps in connection with the Restricted Global Bonds:

                  (a) to include the "3c7" marker in the DTC 20-character
         security descriptor and the 48-character additional descriptor for each
         Restricted Global Bond order to indicate that sales of interests in the
         Restricted Global Bond are limited to Qualified Purchasers;

                  (b) to cause each physical DTC deliver order ticket delivered
         by DTC to purchasers to contain the DTC 20-character security
         descriptor; and to cause each DTC deliver order ticket delivered by DTC
         to purchasers in electronic form to contain the "3c7" indicator and a
         related user manual for participants, which will contain a description
         of the relevant restrictions;

                  (c) to send a Section 3(c)(7) Important Notice to all DTC
         Participants in connection with the initial issuance of the Restricted
         Global Bonds; and

                  (d) the Company will advise DTC that it is a Section 3(c)(7)
         Company and will request DTC to include the Restricted Global Bonds in
         DTC's "Reference Directory" of Section 3(c)(7) offerings.

         (3) Bloomberg Screens, etc. The Company shall on or after the Issue
Date request Bloomberg L.P. to include the following on each Bloomberg screen
containing information about the Restricted Global Bonds:

                  (a) the "Bond Box" on the bottom of the "Security Display"
         page describing each Restricted Global Bond should state: "Iss'd Under
         144A/3c7";

                  (b) the "Security Display" page should have a flashing red
         indicator stating "See Other Available Information";

                  (c) such indicator should link to an "Additional Security
         Information" page, which should state that the Restricted Global Bonds
         "are being offered in reliance on the exemption from registration under
         Rule 144A to Persons that are both (1) qualified institutional buyers
         (as defined in Rule 144A) and (2) qualified purchasers (as defined
         under Section 3(c)(7))."

         (4) CUSIP. The Company shall cause each "CUSIP" number obtained for the
Restricted Global Bonds to have an attached "fixed field" that contains "3c7"
and "144A" indicators.



                                       29
<PAGE>

SECTION 3.15. Certain Transactions Void; Company Right to Force Sale or
Redemption.

         (1) Notwithstanding anything to the contrary elsewhere in this
Indenture, any transfer of a beneficial interest in any Bonds to a Person (any
such Person, a "Non-Permitted Holder") that is not both (a) a Qualified
Institutional Buyer, a non-U.S. Person as defined in Regulation S or an
Institutional Accredited Investor and (b) a Qualified Purchaser shall be null
and void and any such purported transfer of which the Company or the Trustee
shall have notice may be disregarded by the Company and the Trustee for all
purposes. The Trustee shall hold any funds conveyed by the intended transferee
of such interest in such Restricted Global Bond, Regulation S Certificated Bond
or Restricted Certificated Bond in trust for the transferor and shall promptly
reconvey such funds to such Person in accordance with the written instructions
thereof delivered to the Trustee at its Corporate Trust Office.

         (2) If any Non-Permitted Holder shall become the owner of a beneficial
interest in any Restricted Global Bond or the Holder of a Regulation S
Certificated Bond or Restricted Certificated Bond, the Company or the Trustee on
its behalf shall, promptly after discovery that such person is a Non-Permitted
Holder by the Company or the Trustee (and notice by the Trustee to the Company,
if the Trustee makes the discovery), send notice to such Non-Permitted Holder
demanding that such Non-Permitted Holder transfer its interest to a Person that
is not a Non-Permitted Holder within thirty (30) days of the date of such
notice. If such Non-Permitted Holder fails to so transfer its Bonds, the Company
shall have the right, without further notice to the Non-Permitted Holder, either
(i) to redeem such Bonds at a redemption price equal to the principal amount
thereof plus accrued interest thereon (but excluding any Redemption Premium) or
(ii) to sell such Bonds or such Non-Permitted Holder's beneficial interest in
such Bonds, as applicable, to a purchaser selected by the Company that is a not
a Non-Permitted Holder on such terms as the Company may choose. The Company may
select the purchaser by soliciting one or more bids from one or more brokers or
other market professionals that regularly deal in securities similar to the
Bonds, and selling such Bonds to the highest such bidder. However, the Company
may select a purchaser by any other means determined by it in its sole
discretion. The Holder of each Bond, the Non-Permitted Holder and each other
Person in the chain of title from the Holder to the Non-Permitted Holder, by its
acceptance of an interest in the Bonds or the Bonds, as applicable, agrees to
cooperate with the Company and the Trustee to effect such transfers. The
proceeds of any such forced sale, net of any commissions, expenses and taxes due
in connection with such sale shall be remitted to the Non-Permitted Holder. The
terms and conditions of any sale under this Section 3.15 shall be determined in
the sole discretion of the Company, and the Company shall not be liable to any
Person having an interest in the Bonds sold as a result of any such sale or the
exercise of such discretion.





                                       30

<PAGE>

                                  ARTICLE FOUR



                                    GUARANTY

SECTION 4.01. Guaranty.

         All the provisions of Article 6 of the Common Agreement which govern
the Guaranty of the Bond Obligations of each of the Project Companies are hereby
incorporated by reference into this Indenture in the same manner and to the same
extent as if such provisions were expressly set forth herein.

                                  ARTICLE FIVE

                           SATISFACTION AND DISCHARGE

SECTION 5.01. Satisfaction and Discharge of Indenture.

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

         (1)      either:

                  (a) all Bonds theretofore authenticated and delivered (other
         than (i) Bonds that have been destroyed, lost or stolen and that have
         been replaced or paid as provided in Section 3.08 and (ii) Bonds for
         whose payment money has theretofore been deposited in trust or
         segregated and held in trust by the Company and thereafter repaid to
         the Company or discharged from such trust as provided in Section 11.03)
         have been delivered to the Trustee for cancellation; or

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

                           (i) have become due and payable, or

                           (ii) will become due and payable at their Stated
                  Maturity within one year, or

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

         and the Company, in the case of (b)(i), (ii) or (iii) above, has
         deposited or caused to be deposited with the Trustee an amount
         sufficient to pay and discharge the entire




                                       31
<PAGE>

         indebtedness on such Bonds not theretofore delivered to the Trustee for
         cancellation, for principal and premium, if any, and interest to the
         date of such deposit (in the case of Bonds that have become due and
         payable) or to the Stated Maturity or Redemption Date, as the case may
         be, and such amount is available for the payment of principal, the
         Optional Redemption Price, if any, and interest in accordance with
         Section 12.05; and

         (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company to the Insurer hereunder or pursuant to the other
Financing Documents, or has been relieved of all obligations hereunder pursuant
to Article 13; and

         (3) the Company has delivered to the Trustee, with a copy to the
Insurer (so long as no Insurer Default has occurred and is continuing), an
Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent in this Indenture provided for relating to the satisfaction
and discharge of this Indenture have been complied with; and

         (4) the Policy shall have terminated in accordance with its terms or
otherwise and shall have been surrendered to the Insurer.

         (5) Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 7.07, the
obligations of the Trustee to any Authenticating Agent under Section 7.13 and,
if money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section 5.01, the obligations of the Trustee under Section
11.03(2) Section 12.05 shall survive.

                                  ARTICLE SIX


                                    REMEDIES

SECTION 6.01. Acceleration of Maturity and Rescission and Annulment by the
Holders.

         (1) If an Insurer Default occurs and is continuing and if an Issuer
Event of Default has occurred and is continuing, then and in every such case the
Holders evidencing not less than 60% of the Remaining Principal Amount of the
Outstanding Bonds may direct the Trustee to declare the Bonds to be immediately
due and payable by written notice to the Company, and upon any such declaration
the unpaid principal amount of the Bonds, together with accrued and unpaid
interest thereon through the date of acceleration (the "Accelerated Bond
Obligations"), shall become immediately due and payable and (b) require the
Company immediately, without presentment, demand, protest or other notice of any
kind, all of which the Company hereby expressly waives, to pay to the Collateral
Agent an amount in immediately available funds equal to the aggregate amount of
Accelerated Bond Obligations.

         Notwithstanding the foregoing, upon the occurrence of an Issuer Event
of Default specified in Section 7.1(d) of the Common Agreement, the Bonds shall
become immediately due and payable, without declaration, notice or demand by or
to any Person.



                                       32
<PAGE>

         (2) At any time after a declaration of acceleration of maturity has
been made by the Holders and before a judgment or decree for payment of the
amount due has been obtained by the Trustee as hereinafter provided in this
Article Six, the Holders evidencing not less than 60% of the Remaining Principal
Amount of the Outstanding Bonds, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

                  (a) the Company has paid or deposited with the Trustee a sum
         sufficient to pay all principal of and interest on the Bonds and all
         other amounts that would then be due hereunder or upon the Bonds if the
         Issuer Event of Default giving rise to such acceleration had not
         occurred;

                  (b) the Company has paid all the outstanding Swap Obligations
         then due and payable under the Swap Agreement to the Swap Counterparty,
         if applicable, as evidenced by an Officer's Certificate delivered to
         the Trustee; and

                  (c) all Issuer Events of Default, other than the nonpayment of
         the principal of the Bonds that has become due solely by such
         acceleration, have been cured or waived as provided in Section 6.14.

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

SECTION 6.02. Suits for Enforcement by Trustee.

         If an Insurer Default occurs and is continuing and if an Issuer Event
of Default has occurred and is continuing, the Trustee shall, at the direction
of the Holders evidencing not less than 60% of the Remaining Principal Amount of
the Outstanding Bonds, proceed to protect and enforce its rights and the rights
of the Holders under this Indenture by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other proper remedy.

SECTION 6.03. Reserved.

SECTION 6.04. Application of Money Collected.

         Any money collected by the Collateral Agent from the Company pursuant
to Section 6.01 shall be distributed by the Collateral Agent in accordance with
Section 7.7 of the Common Agreement.

SECTION 6.05. Reserved.

SECTION 6.06. Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company, its
property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
necessary or appropriate in order to have claims of the Holders or the Trustee,
as the case may be, allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator,




                                       33
<PAGE>

sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and if the
Trustee shall consent to the making of such payments directly to the Holders to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

           No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder or
the Insurer any plan of reorganization, arrangement, adjustment or composition
affecting the Bonds or the rights of any Holder or the Insurer or to authorize
the Trustee to vote in respect of the claim of any Holder or the Insurer in any
such proceeding; provided, however, that the Trustee may, on behalf of the
Holders (but not on behalf of the Insurer), vote for the election of a trustee
in bankruptcy or similar official and be a member of a creditors' or other
similar committee.

SECTION 6.07. Trustee May Enforce Claims Without Possession of Bonds.

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

SECTION 6.08. Limitation on Suits.

         No Holder of any Bond shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

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

                  (2) the Holders of not less than 60% in Remaining Principal
         Amount of the Outstanding Bonds shall have made written request to the
         Trustee to institute proceedings in respect of such Issuer Event of
         Default and Insurer Default in its own name as Trustee hereunder;

                  (3) such Holder (or Holders) has offered to the Trustee
         indemnity satisfactory to it against the costs, expenses and
         liabilities to be incurred in compliance with such request;

                  (4) the Trustee for 30 days after its receipt of such notice,
         request and offer of indemnity satisfactory to it has failed to
         institute any such proceeding; and

                  (5) no direction inconsistent with such written request has
         been given (in accordance with the terms of this Indenture) to the
         Trustee during such 30-day period by the Holders of a majority in
         Remaining Principal Amount of the Bonds;



                                       34
<PAGE>


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

SECTION 6.09. Unconditional Right of Holders to Receive Principal and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Bond shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium, including any Redemption Premium,
and interest on such Bond on the respective Scheduled Payment Dates expressed in
such Bond and in this Indenture (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment
and such rights shall not be impaired without the consent of such Holder.

SECTION 6.10. Restoration of Rights and Remedies.

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

SECTION 6.11. Remedies Not Exclusive.

         (1) Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Bonds in the last paragraph of
Section 3.08, no remedy conferred upon or reserved to the Trustee or Holders
under this Indenture is intended to be exclusive of any other remedy or
remedies, but every such remedy shall be cumulative and in addition to every
other remedy conferred in this Indenture or now or hereafter existing at law or
in equity or by statute.

         (2) The Trustee shall have, with respect to the Collateral in
accordance with the Collateral Documents, in addition to any other remedies that
may be available to it at law or in equity pursuant to this Indenture, all
rights and remedies conferred upon a secured party under the UCC (it being
understood that, so long as no Insurer Default has occurred and is continuing,
the Insurer shall have the exclusive right under Section 1.04(4) to exercise all
the rights and remedies of the Holders under this Indenture).

SECTION 6.12. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing under this Indenture shall impair any such right or
remedy or constitute a waiver of any Issuer Event of Default and/or Insurer
Default, as applicable, or an acquiescence therein. Every right and remedy given
by this Article Six or by law to the Trustee or to the Holders may be




                                       35
<PAGE>

exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

SECTION 6.13. Control of Proceedings.

         The Holders of not less than 60% of the Remaining Principal Amount of
the Outstanding Bonds shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, with respect to the
Bonds (it being understood that, so long as no Insurer Default has occurred and
is continuing, the Insurer shall have the exclusive right under Section 1.04(4)
to exercise the rights of the Holders in determining whether and how to exercise
any such vote), provided that:

                  (a) such direction shall not be in conflict with any rule of
         law or with this Indenture and shall not involve the Trustee in
         personal liability or expense for which the Trustee has not received a
         reasonable indemnity, and

                  (b) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

SECTION 6.14. Waiver of Past Defaults.

         (1) The Holders of not less than 60% in Remaining Principal Amount of
the Outstanding Bonds may on behalf of the Holders of all the Bonds, waive any
past default hereunder and its consequences (it being understood that, so long
as no Insurer Default has occurred and is continuing, the Insurer shall have the
exclusive right under Section 1.04(4) to exercise the rights of the Holders in
determining whether so to waive), except a default:

                  (a) in the payment of the principal of or interest on any
         Bond, or

                  (b) in respect of a covenant or provision hereof which under
         Article Ten cannot be modified or amended without the consent of the
         Holder of each Bond affected.

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

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, having due regard to the merits and good faith of the
claims or defenses made by such party litigant, provided that this Section 6.15
shall not be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Trustee.



                                       36
<PAGE>

SECTION 6.16. Waiver of Usury, Stay or Extension Laws.

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

                                 ARTICLE SEVEN


                                   THE TRUSTEE

SECTION 7.01. Certain Duties and Responsibilities.

         (1) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

         (2) The Trustee shall keep appropriate records in connection with its
obligations and duties arising under this Indenture in a commercially reasonable
form and upon resignation or removal shall deliver such records or appropriate
summaries thereof in the form and manner then kept to its successor or to the
Company.

         (3) All moneys and other property received by the Trustee under or
pursuant to any provision of this Indenture shall be held in trust for the
purposes of this Indenture and the Trustee (except as otherwise provided in this
Indenture) shall have no right to set off or apply any such monies or other
property against any obligation of the Company.

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

         (5) Except during the continuance of an Issuer Event of Default and/or
an Insurer Default:

                  (a) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee, it being expressly understood that the Trustee




                                       37
<PAGE>

         has no obligation to monitor compliance by the Company with any
         covenant or agreement contained or incorporated by reference in this
         Indenture (including, but not limited to Article Eleven hereof); and

                  (b) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and, if required by the terms of this
         Indenture, conforming to the requirements of this Indenture; provided,
         however, that in the case of any such certificates or opinions which by
         any provision hereof are specifically required to be furnished to the
         Trustee, the Trustee shall be under a duty to examine the same to
         determine whether or not they conform to the requirements of this
         Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

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

                  (a) this paragraph does not limit the effect of paragraph (1)
         of this Section 7.01;

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

                  (c) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a written
         direction received by it pursuant to Section 6.13; and

                  (d) anything in this Indenture to the contrary
         notwithstanding, in no event shall the Trustee (in any of its
         capacities hereunder) be liable under or in connection with this
         Indenture for indirect, special, incidental, punitive or consequential
         losses or damages of any kind whatsoever, including but not limited to
         lost profits, whether or not foreseeable, even if the Trustee (in any
         of its capacities hereunder) has been advised of the possibility
         thereof and regardless of the form of action in which such damages are
         sought.

SECTION 7.02. Notice of Defaults.

         If an Issuer Event of Default occurs with respect to the Bonds, and an
Authorized Officer of the Trustee in the Corporate Trust Office has actual
knowledge of its occurrence and continuance, the Trustee shall give the Holders,
with a copy to the Company and the Insurer, each promptly, notice of such
default.

SECTION 7.03. Certain Rights of Trustee.

         Subject to the provisions of Section 7.01:

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



                                       38
<PAGE>

         (2) any request or direction of the Company mentioned in this Indenture
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Management Committee shall be sufficiently evidenced by a
Board Resolution;

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

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

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

         (b) the Collateral Agent shall be under no obligation to exercise any
of the rights or powers vested in it by the Common Agreement at the request or
direction of any of the Holders or the Insurer pursuant to the Common Agreement,
unless such Holders or the Insurer shall have offered to the Collateral Agent
security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction,

         (6) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the cost of the Company and shall incur no liability of any kind by reason of
such inquiry or investigation;

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

         (8) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture;

         (9) the Trustee shall not be deemed to have notice of any Insurer
Default or Issuer Event of Default unless an Authorized Officer of the Trustee
has actual knowledge thereof or




                                       39
<PAGE>

unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Bonds and this Indenture;

         (10) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other person employed to act hereunder;
and

         (11) the Trustee may request that the Company deliver an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.


SECTION 7.04. Not Responsible for Recitals or Issuance of Bonds.

         The recitals contained in this Indenture and in the Bonds, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Bonds. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Bonds or the proceeds thereof.

SECTION 7.05. May Hold Bonds.

         The Trustee, any Authenticating Agent, any Paying Agent, any Bond
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Bonds and, subject to Section 7.13,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Bond Registrar or such
other agent.

SECTION 7.06. Money Held in Trust.

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

SECTION 7.07. Compensation and Reimbursement.

         Subject to Article Six, the Company agrees:

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




                                       40
<PAGE>


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

         (3) to indemnify the Trustee and any predecessor trustee and their
agents for, and to hold each of them harmless against, any and all loss, damage,
claim, liability or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), incurred without gross
negligence, bad faith or willful misconduct on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

SECTION 7.08. Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder
(except as may be required pursuant to Section 7.11), which shall be a Person
that has a combined capital and surplus of at least $50,000,000 and has its
Corporate Trust Office in The City of New York, the State of New York. If such
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of a supervising or examining authority, then for the purposes
of this Section 7.08, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.08, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article Seven.

         If the appointment of a separate or co-trustee is required pursuant to
Section 7.11, such separate or co-trustee shall meets the requirements of the
Trustee set forth in this Section 7.08.

SECTION 7.09. Resignation and Removal; Appointment of Successor.

         (1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Seven shall become effective until
the acceptance of appointment by the successor Trustee under Section 7.10.

         (2) The Trustee may resign at any time by giving written notice thereof
to the Company, with a copy to the Insurer. If an instrument of acceptance by a
successor Trustee required by Section 7.10 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction at the cost
of the Company for the appointment of a successor Trustee.

         (3) The Trustee may be removed at any time by Act of the Holders of not
less than 60% in Remaining Principal Amount of the Outstanding Bonds (it being
understood that, so long as no Insurer Default has occurred and is continuing,
the Insurer shall have the exclusive right under Section 1.04(4) to exercise all
the rights of the Holders under this Indenture), delivered to the Trustee and to
the Company. If an instrument of acceptance by a successor Trustee shall not





                                       41
<PAGE>

have been delivered to the Trustee within 60 days after the giving of such
notice of removal, the Trustee being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Bonds of such series.

         (4) If at any time:

                  (a) the Trustee shall cease to be eligible under Section 7.08
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

                  (b) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 6.15, any Holder who has been a bona fide
Holder of a Bond for at least six months, or the Insurer may, on behalf of such
Holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

         (5) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall, with the consent of the Insurer (so long
as no Insurer Default has occurred and is continuing), such consent not to be
unreasonably withheld, promptly appoint a successor Trustee that shall comply
with the applicable requirements of Section 7.10, it being agreed that the
Insurer shall consent to the appointment of any successor Trustee that (i) is a
Federal or U.S. state-chartered depository institution or trust company, (ii)
has a combined capital and surplus of at least $50,000,000 and has its corporate
trust office in The City of New York, the State of New York, and (iii) the
short-term and long-term unsecured debt obligations of which (or, in the case of
a depository institution or trust company that is the principal subsidiary of a
holding company, the short-term and long-term unsecured debt obligations of
which) are rated P-1 and Aaa by Moody's, or A-1+ and AAA by S&P at the time any
amounts are held on deposit therein. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
shall be appointed by Act of the Holders of not less than 60% in Remaining
Principal Amount of the Outstanding Bonds (it being understood that, so long as
no Insurer Default has occurred and is continuing, the Insurer shall have the
exclusive right under Section 1.04(4) to exercise the rights of the Holders)
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 7.10, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 7.10, any Holder who has been a
bona fide Holder of a Bond for at least six months, or the Insurer, as long as
no Insurer Default has occurred and is continuing, may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee.

         (6) The Company shall give prompt notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.06 and the Insurer in the manner
provided in Section 1.05 (so long as no Insurer Default




                                       42
<PAGE>

has occurred and is continuing). Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

SECTION 7.10. Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company, the Insurer and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges (subject to Section 7.07 of this Indenture), execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder. Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts.

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

SECTION 7.11. Appointment of Co-Trustee.

         It is the purpose of this Indenture that there shall be no violation of
any law of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as trustee in such
jurisdiction. It is recognized that in case of litigation under this Indenture,
and in particular in case of the enforcement thereof on default, or in the case
the Trustee deems that by reason of any present or future law of any
jurisdiction it may not exercise any of the powers, rights or remedies herein
granted to the Trustee or hold title to the properties, in trust, as herein
granted or take any action which may be desirable or necessary in connection
therewith, it may be necessary that the Trustee appoint an individual or
institution as a separate trustee or co-trustee. The following provisions of
this Section are adopted to these ends.

         (1) In the event that the Trustee appoints an additional individual or
institution as a separate trustee or co-trustee, each and every remedy, power,
right, claim, demand, cause of action, immunity, estate, title, interest and
lien expressed or intended by this Indenture to be exercised by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in
such separate trustee or co-trustee but only to the extent necessary to enable
such separate trustee or co-trustee to exercise such powers, rights and
remedies, and only to the extent that the Trustee by the laws of any
jurisdiction is incapable of exercising such powers, rights and remedies and
every covenant and obligation necessary to the exercise thereof by such separate
trustee or co-trustee shall run to and be enforceable by either of them.

         (2) Should any instrument in writing from the Company be required by
the separate trustee or co-trustee so appointed by the Trustee for more fully
and certainly vesting in and confirming to him or it such properties, rights,
powers, trusts, duties and obligations, any and all such instruments in writing
shall, on request, be executed, acknowledged and delivered by the Company at the
expense of the Company; provided, that if an Issuer Event of Default shall have
occurred and be continuing, if the Company does not execute any such instrument
within fifteen




                                       43
<PAGE>

(15) days after request therefor, the Trustee shall be empowered as an
attorney-in-fact for the Company to execute any such instrument in the Company's
name and stead. In case any separate trustee or co-trustee or a successor to
either shall die, become incapable of acting, resign or be removed, all the
estates, properties, rights, powers, trusts, duties and obligations of such
separate trustee or co-trustee, so far as permitted by law, shall vest in and be
exercised by the Trustee until the appointment of a new trustee or successor to
such separate trustee or co-trustee.

SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business.

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

SECTION 7.13. Appointment of Authenticating Agent.

         The Trustee may appoint an "Authenticating Agent" or Agents who shall
be authorized to act on behalf of the Trustee to authenticate Bonds issued upon
original issue and upon exchange, registration of transfer or partial redemption
or pursuant to Section 3.08, and Bonds so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Bonds by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 7.13, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.13, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 7.13.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this




                                       44
<PAGE>

Section 7.13, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or if at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section 7.13, the Trustee may appoint a successor Authenticating Agent which
shall be acceptable to the Company and shall give notice of such appointment in
the manner provided in Section 1.06 to all Holders of Bonds and in the manner
provided in Section 1.05 to the Insurer. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 7.13.

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

         If an appointment is made pursuant to this Section 7.13, the Bonds may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

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

Dated:

                                                                             ,
                                                  ---------------------------
                                                        THE BANK OF NEW YORK,
                                                                   As Trustee


                                                  By:                        ,
                                                      -----------------------
                                                      As Authenticating Agent


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





                                       45
<PAGE>

                                  ARTICLE EIGHT



                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 8.01. Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee to the
extent such information is in the possession of the Company:

         (1) quarterly, not later than ten days after each Regular Record Date,
a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of each series of Bonds as of the fifteenth day
(whether or not a Business Day) prior to such date, and

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

which list may exclude, in either case, any names and addresses received by the
Trustee in its capacity as Bond Registrar.

SECTION 8.02. Preservation of Information; Communications to Holders.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 8.01 and the names and
addresses of Holders received by the Trustee in its capacity as Bond Registrar.
The Trustee may destroy any list furnished to it as provided in Section 8.01
upon receipt of a new list so furnished.

         Within five Business Days after the receipt by the Trustee of a written
application by any three or more Holders or the Insurer stating that the
applicants desire to communicate with other Holders with respect to their rights
under the Indenture or the Bonds, accompanied by a copy of the form of proxy or
other communication that such applicants propose to transmit, and by reasonable
proof that each such applicant, except in the case of the Insurer, has owned a
Bond for a period of at least six months preceding the date of such application,
the Trustee shall deliver such proxy or other communication, at the expense of
the applicants, to the Holders of the Bonds in the manner provided in Section
1.06. Every Holder of Bonds, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders.

SECTION 8.03. Reports by Company and Project Companies.

         (1) So long as any of the Bonds are Outstanding, and the Company is not
subject to Section 13 or 15(d) of the Exchange Act, upon request the Company
shall provide to Holders or prospective purchasers designated by such Holders
Rule 144A Information in order to permit compliance with Rule 144A under the
Securities Act in connection with the resale of such Bond by such Holder.




                                       46
<PAGE>

         (2) In addition to the obligations set forth in paragraph (1), the
Company shall deliver or cause to be delivered to the Trustee the financial
statements and other information of the Company described in Section 2.3(a) of
the Common Agreement.

         (3) Each of the Project Companies shall deliver or cause to be
delivered to the Trustee the financial statements and other information of such
Project Company described in Section 3.2(c) of the Common Agreement.

         (4) The Trustee shall promptly deliver or cause to be delivered the
financial statements and information described in clauses (2) and (3) above to
any Holder that requests such information from the Trustee.

         (5) Delivery of the financial statements and other information referred
to in this Section 8.03 and other statements, reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of
such statements, reports, information and documents shall not constitute
constructive notice of any information contained therein, including the
Company's compliance with any of its covenants hereunder as to which the Trustee
is entitled to rely exclusively on the Officer's Certificate delivered to the
Trustee pursuant to Section 11.04 of this Indenture.

                                  ARTICLE NINE



              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 9.01. Company May Consolidate, Etc., Only on Certain Terms.

         Subject to the covenants set forth in Article Eleven of this Indenture,
the Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company, or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

                  (1) immediately after giving effect to such transaction, no
         Issuer Event of Default, and no event which, after notice or lapse of
         time or both, would become an Issuer Event of Default, shall have
         happened and be continuing;

                  (2) if, as a result of any such consolidation or merger, or
         such conveyance, transfer or lease, any properties or assets of the
         Company other than the Collateral would become subject to a mortgage,
         pledge, lien, security interest or other encumbrance that would not be
         permitted by this Indenture or the other Financing Documents, the
         Company or such successor Person, as the case may be, shall take such
         steps as shall be necessary effectively to secure the Bonds of each
         series equally and ratably with (or prior to) all indebtedness secured
         thereby;

                  (3) the Company has delivered to the Trustee, with a copy to
         the Insurer (so long as no Insurer Default has occurred and is
         continuing), an Officer's Certificate and an




                                       47
<PAGE>

         Opinion of Counsel, each stating that such consolidation or merger,
         conveyance, transfer or lease and, if a supplemental indenture is
         required in connection with such transaction, such supplemental
         indenture, comply with this Article Nine and that all conditions
         precedent in this Indenture provided for relating to such transaction
         have been complied with; and

                  (4) at any time when there is no Insurer Default that has
         occurred and is continuing, the Insurer has delivered to the Company,
         with a copy to the Trustee, a written consent of the Insurer, in its
         sole discretion, consenting to such transaction prior to the
         consummation thereof.

SECTION 9.02. Successor Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 9.01, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made,
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company in this Indenture, and thereafter, except
in the case of a lease, the Company shall be relieved of all obligations and
covenants under this Indenture, the Bonds and the other Financing Documents.

                                  ARTICLE TEN



                             SUPPLEMENTAL INDENTURES

SECTION 10.01. Supplemental Indentures Without Consent of Holders.

         Without the consent of Holders of the Bonds, but, so long as no Insurer
Default has occurred and is continuing, with the consent of the Insurer, in its
sole discretion, the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in a form satisfactory to the Trustee, for any
of the following purposes:

                  (1) to add to the covenants of the Company and the Project
         Companies for the benefit of the Holders of the Bonds (it being
         understood that all such additional covenants shall be for the equal
         benefit of all series of Bonds) or to surrender any right or power in
         this Indenture conferred upon the Company or any Project Company; or

                  (2) to add any additional Issuer Events of Default or Project
         Events of Default for the benefit of the Holders of the Bonds (it being
         understood that all such additional Issuer Events of Default or Project
         Events of Default shall be for the equal benefit of all series of
         Bonds); or

                  (3) to provide additional collateral for the Bonds; or



                                       48
<PAGE>

                  (4) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Bonds; or

                  (5) to permit the registration of some or all of the Bonds
         under the Securities Act and the qualification of this Indenture under
         the U.S. Trust Indenture Act of 1939, as amended, or the listing or
         inclusion of any or all of the Bonds on any securities exchange or
         quotation system; or

                  (6) to cure any ambiguity, to correct or supplement any
         provision in this Indenture which may be defective or inconsistent with
         any other provision in this Indenture, or to make any other provisions
         with respect to matters or questions arising under this Indenture,
         which shall not be inconsistent with any of the provisions of this
         Indenture, provided that such action pursuant to this paragraph (6)
         shall not materially adversely affect the interests of the Holders of
         any series of Bonds or the Insurer; or

                  (7) to establish the terms of any series of Additional Bonds
         to be issued under this Indenture.

SECTION 10.02. Supplemental Indentures With Consent of Holders.

         (1) Subject to paragraph (2) below, the Company, when authorized by a
Board Resolution, and the Trustee may, (a) at any time when no Insurer Default
has occurred and is continuing, with the consent of the Insurer, in its sole
discretion, or (b) at any time when an Insurer Default has occurred and is
continuing, with the consent of a majority of the Holders of the Outstanding
Bonds affected thereby, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Bonds of such series under this Indenture.

         (2) No such supplemental indenture entered into pursuant to this
Section 10.02 shall, without the consent of the Holder of each Outstanding Bond
affected thereby:

                  (a) change any Scheduled Payments with respect to such Bond,

                  (b) change any Scheduled Payment Date with respect to such
         Bond,

                  (c) change the Stated Maturity of such Bond,

                  (d) reduce the Remaining Principal Amount or the Optional
         Redemption Price of such Bond,

                  (e) reduce the rate of interest on such Bond,

                  (f) change the place of payment where, or the coin or currency
         in which, the principal of, the Optional Redemption Price, if any, or
         interest on such Bond is payable,

                  (g) impair the right to institute suit for the enforcement of
         any such payment on or after the Stated Maturity thereof (or, in the
         case of redemption, on or after the Redemption Date),




                                       49
<PAGE>

                  (h) reduce the percentage in Remaining Principal Amount of the
         Bonds, the consent of whose Holders is required for any such
         supplemental indenture, or the consent of whose Holders is required for
         any waiver (of compliance with certain provisions of this Indenture or
         certain defaults hereunder and their consequences) provided for in this
         Indenture, and

                  (i) modify any of the provisions of this Section 10.02 or
         Section 6.14, except to increase any such percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Bond affected thereby;
         provided, however, that this paragraph shall not be deemed to require
         the consent of any Holder with respect to changes in the references to
         "the Trustee" and concomitant changes in this Section 10.02, or the
         deletion of this proviso, in accordance with the requirements of
         Sections 7.10 and 10.01(6).

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

SECTION 10.03. Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Ten or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is permitted and does not violate, conflict with or cause a default
under this Indenture. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 10.04. Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article
Ten, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Bonds theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

SECTION 10.05. Reference in Bonds to Supplemental Indentures.

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




                                       50
<PAGE>

                                 ARTICLE ELEVEN


                                    COVENANTS

         The Company hereby makes for the benefit of the Holders of the Bonds of
each series the covenants set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6,
2.7, 2.8, 2.9 and 2.11 and Article 4 of the Common Agreement in the same manner
and to the same extent as if such covenants were expressly set forth in this
Article Eleven of this Indenture. Each of the Guarantors hereby makes for the
benefit of the Holders of the Bonds of each series the covenants set forth in
Article 3 and Article 5 of the Common Agreement in the same manner and to the
same extent as if such covenants were expressly set forth in this Article Eleven
of this Indenture. In addition, the Company makes the following covenants for
the benefit of the Holders of the Bonds.

SECTION 11.01. Payment of Principal, Optional Redemption Price and Interest.

         The Company covenants and agrees for the benefit of each series of
Bonds, that it will duly and punctually pay the principal, the Optional
Redemption Price, if any, and interest then due and owing on the Bonds of that
series in accordance with the terms of the Bonds of that series and this
Indenture.

SECTION 11.02. Maintenance of Office or Agency.

         The Company will maintain in The City of New York, New York, an office
or agency where Bonds may be presented or surrendered for payment, where Bonds
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Bonds and this Indenture
may be served. Unless and until the Trustee shall have received from the Company
notice to the contrary, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. The Company will give prompt written notice to
the Trustee, with a copy to the Insurer (so long as no Insurer Default has
occurred and in continuing), of any change in the location of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee, with a copy to the
Insurer (so long as no Insurer Default has occurred and in continuing), with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

           The Company may also from time to time designate one or more other
offices or agencies (in or outside The City of New York, New York) where the
Bonds may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in The City of New York, New York for
such purposes. The Company shall give prompt written notice to the Trustee, with
a copy to the Insurer (so long as no Insurer Default has occurred and in
continuing), of any such designation or rescission and of any change in the
location of any such other office or agency.



                                       51
<PAGE>


SECTION 11.03. Money for Bond Payments to Be Held in Trust.

         (1) The Company hereby appoints the Trustee as the initial Paying Agent
for amounts due on the Bonds. The Company may appoint any other Person to act as
Paying Agent to perform all functions of Paying Agent under this Indenture, as
fully to all intents and purposes as though the Paying Agent has been expressly
authorized to perform such functions.

         Whenever the Company shall have one or more Paying Agents, the Trustee
shall, prior to each due date of the principal of or any premium or interest on
any Bonds, deposit with such Paying Agent a sum sufficient to pay such amount,
such sum to be held in trust pursuant to this Indenture.

         If the Company shall at any time act as its own Paying Agent with
respect to the Bonds, it shall, on or before each due date of the principal of
or any premium or interest on any of the Bonds, segregate and hold in trust for
the benefit of the Persons entitled thereto the proceeds deposited with it
pursuant to the preceding paragraph until such sums shall be paid to such
Persons or otherwise disposed of as in this Indenture provided and will promptly
notify the Trustee and the Insurer (so long as no Insurer Default has occurred
and in continuing) of its action or failure so to act.

         The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 11.03,
that such Paying Agent will (i) comply with the provisions of this Indenture
applicable to it as a Paying Agent; (ii) hold all sums held by it for the
payment of amounts due with respect to the Bonds in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as in this Indenture provided and pay such sums to such
Persons as in this Indenture provided; (iii) give the Trustee, with a copy to
the Insurer (so long as no Insurer Default has occurred and in continuing),
prompt notice of any default by the Company of which it has actual knowledge in
the making of any payment required to be made with respect to the Bonds; and
(iv) during the continuance of any default by the Company (or any other obligor
upon the Bonds) in the making of any payment in respect of the Bonds, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent as such.

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

         (2) Any money deposited by the Company with the Trustee, or deposited
with any Paying Agent, or then held by the Company, in trust for the payment of
the principal of or any Optional Redemption Price or interest on any Bonds and
remaining unclaimed until the later of (i) two years after such principal, the
Optional Redemption Price or interest has become due and payable and (ii) the
termination of the Policy, whether on its terms or otherwise, shall be paid to
the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Bond shall thereafter, as an
unsecured creditor, look only to the




                                       52
<PAGE>

Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided however, that the Trustee or
such Paying Agent before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

SECTION 11.04. Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officer's
Certificate, stating, to the knowledge of the signers thereof, whether or not
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company is in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

SECTION 11.05. Waiver of Certain Covenants.

         The Company or the Project Companies may omit in any particular
instance to comply with any covenant or condition set forth in this Article 11
or incorporated by reference in this Indenture if before the time for such
compliance the Holders of at least 60% in Remaining Principal Amount of the
Outstanding Bonds shall, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such covenant or condition (it
being understood that, so long as no Insurer Default has occurred and is
continuing, the Insurer shall have the exclusive right under Section 1.04(4) to
exercise the rights of the Holders in determining whether to make such waiver),
but no such waiver shall extend to or affect such covenant or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company or any Project Company, as applicable,
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect.

                                 ARTICLE TWELVE



                               REDEMPTION OF BONDS

SECTION 12.01. Right of Redemption.

         (1) The Company may, at any time and from time to time, at its option,
redeem the Outstanding Bonds (in whole or in part) at a redemption price (the
"Optional Redemption Price") equal to 100% of the principal amount thereof, plus
accrued and unpaid interest on the Bonds to the applicable Redemption Date. The
Optional Redemption Price shall also include the applicable redemption premium
described in clause (2) of this Section 12.01 (the "Redemption




                                       53
<PAGE>

Premium") in the case of any redemption of the Bonds by the Company other than
in connection with a Permitted Peaker Buyout (Completion/Loss Event).

         (2) The Redemption Premium with respect to a redemption of the Bonds in
accordance with Section 12.01(1) on a Redemption Date that is on or before June
10, 2003 will be 7.25%. The Redemption Premium with respect to a redemption of
the Bonds in accordance with Section 12.01(1) on a Redemption Date that is on or
after the dates specified below shall be as set forth opposite such dates.

<Table>
<Caption>
                    For Redemption Dates On or After                          Redemption Premium
                    --------------------------------                          ------------------
<S>                                                                           <C>
                            June 11, 2003                                          6.81%
                            June 11, 2004                                          6.38%
                            June 11, 2005                                          5.94%
                            June 11, 2006                                          5.50%
                            June 11, 2007                                          5.06%
                            June 11, 2008                                          4.63%
                            June 11, 2009                                          4.19%
                            June 11, 2010                                          3.75%
                            June 11, 2011                                          3.31%
                            June 11, 2012                                          2.88%
                            June 11, 2013                                          2.44%
                            June 11, 2014                                          2.00%
                            June 11, 2015                                          1.56%
                            June 11, 2016                                          1.13%
                            June 11, 2017                                          0.69%
                            June 11, 2018                                          0.25%
</Table>

SECTION 12.02. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Bonds pursuant to Section
12.01 shall be evidenced by a Board Resolution. In case of any such redemption
at the election of the Company of less than 100% of the Remaining Principal
Amount of the Outstanding Bonds, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Bonds to be redeemed.

SECTION 12.03. Notice of Redemption.

         Notice of redemption shall be given by the Company by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Bonds to be redeemed, at its address
appearing in the Bonds Register.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Optional Redemption Price,



                                       54
<PAGE>

                  (3) interest accrued to but not including the Redemption Date,

                  (4) if less than 100% of the Bonds are to be redeemed, the
         amount to be redeemed with respect to each Bond,

                  (5) that on the Redemption Date the Optional Redemption Price
         will become due and payable upon each such Bond to be redeemed and that
         interest thereon will cease to accrue on and after said date,

                  (6) the place or places where such Bonds are to be surrendered
         for payment of the Optional Redemption Price; and

                  (7) the CUSIP, ISIN and Common Code numbers of each of the
         Bonds to be redeemed.

         Notice of redemption of Bonds to be redeemed at the election of the
Company shall be given to the Holders by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

SECTION 12.04. Deposit of Optional Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or the Paying Agent, as applicable, an amount of money sufficient to pay
the Optional Redemption Price, and interest accrued to but not including the
Redemption Date with respect to the Bonds which are subject to redemption on
that date.

SECTION 12.05. Bonds Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Bonds so to be
redeemed shall, on the Redemption Date, become due and payable at the Optional
Redemption Price therein specified, together with interest accrued to but not
including the Redemption Date, and from and after such date (unless the Company
shall default in the payment of the Optional Redemption Price and accrued
interest) all or the portion of the Bonds subject to redemption shall cease to
bear interest. Upon surrender of any such Bond or portion thereof for redemption
in accordance with said notice, such Bond or portion thereof shall be paid by
the Company at the Optional Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that payments of interest whose
applicable Scheduled Payment Date is on or prior to the Redemption Date shall be
payable to the Holders of such Bonds, or one or more Predecessor Bonds,
registered as such at the close of business on the relevant Regular Record Dates
according to their terms.

         If any Bond called for redemption shall not be so paid upon surrender
thereof for redemption, the Remaining Principal Amount thereof shall, until
paid, bear interest from the Redemption Date at the rate borne by the Bond.

SECTION 12.06. Bonds Redeemed in Part.

         Any Bond that is to be redeemed only in part shall be surrendered at an
office or agency of the Company designated for that purpose pursuant to Section
11.02 (with, if the Company or




                                       55
<PAGE>

the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Bond without service charge, a new Bond or Bonds, of any authorized denomination
as requested by such Holder, in aggregate Initial Principal Amount equal to and
in exchange for the Initial Principal Amount of the Bond so surrendered.

                                ARTICLE THIRTEEN


                              TERM AND TERMINATION

         This Indenture and each other Financing Documents shall take effect on
the date hereof and shall remain in effect, without prejudice to Section 12.17
or Section 12.18 of the Common Agreement, until the date that is 366 days after
all of the Obligations shall have been irrevocably performed or satisfied in
full in cash; provided that if NRG Energy shall have issued and provided the
Reinstatement Guaranty, the Company and each Project Company shall be released
from their respective obligations under the Financing Documents, and all
Collateral shall be released from the Lien of the Collateral Documents, at the
time such Reinstatement Guaranty is issued and provided by NRG Energy.

                                ARTICLE FOURTEEN



                    NOTICES BY TRUSTEE AND CALCULATION AGENT

SECTION 14.01. Notices by Trustee to Insurer of Payments on Policy.

         Upon the receipt of the notice by the Trustee from the Depositary Agent
pursuant to Section 4.2.4 of the Depositary Agreement, the Trustee shall deliver
to the Insurer a Payment Notice in the form of Exhibit A to the Policy (a
"Payment Notice"), appropriately completed and executed by the Trustee, before
10:00 a.m., New York City time on the Business Day immediately before the
applicable Scheduled Payment Date. The Trustee shall present such Payment Notice
to the Insurer by (i) delivery of the original Payment Notice to the Insurer at
its address set forth in Section 1.04(c), or (ii) facsimile transmission of the
original Payment Notice to the Insurer at the following facsimile number: (646)
658-5955 (or such other facsimile number that the Insurer may provide to the
Trustee for this purpose by written notice). If presentation is made by
facsimile transmission, the Trustee shall (x) simultaneously confirm
transmission by telephone to the Insurer at the following telephone number:
(646) 658-5900 (or such other telephone number that the Insurer may provide to
the Trustee for this purpose by written notice), and (y) as soon as reasonably
practicable, deliver the original Payment Notice to the Insurer at its address
set forth in Section 1.05(c).




                                       56
<PAGE>

SECTION 14.02. Notice by Calculation Agent to Swap Counterparty of Calculation
        of Three-Month USD-LIBOR-BBA.

         Before 12:00 p.m., New York City time on each USD-LIBOR-BBA
Determination Date, the Calculation Agent shall notify the Swap Counterparty of
its calculation of Three-Month USD-LIBOR-BBA with respect to the Series A Bonds
on such USD-LIBOR-BBA Determination Date by facsimile transmission to the Swap
Counterparty at the following facsimile number: (212) 902-0996. The Trustee
shall simultaneously confirm such facsimile transmission by telephone to the
Swap Counterparty at the following telephone number: (212) 902-1000.

                                ARTICLE FIFTEEN



                               SCOPE OF LIABILITY

         Except as set forth in this Article Fifteen, notwithstanding anything
in this Indenture or the other Financing Documents to the contrary, the Holders
shall have no claims with respect to the transactions contemplated by the
Operative Documents against NRG Energy or any of its Affiliates (other than the
Financing Parties), shareholders, officers, directors or employees
(collectively, the "Nonrecourse Persons"); provided that the foregoing provision
of this Article Fifteen shall not (a) constitute a waiver, release or discharge
of any of the indebtedness, or of any of the terms, covenants, conditions, or
provisions of this Indenture or any other Financing Document and the same shall
continue (but without personal liability to any Nonrecourse Person except as
provided herein and therein) until fully paid, discharged, observed, or
performed, (b) limit or restrict the right of any Holder (or any assignee,
beneficiary or successor to any of them) to name the Company, any Project
Company or any other Person as a defendant in any action or suit for a judicial
foreclosure or for the exercise of any other remedy under or with respect to
this Indenture or any other Financing Document, or for injunction or specific
performance, so long as no judgment in the nature of a deficiency judgment shall
be enforced against any Nonrecourse Person, except as set forth in this Article
Fifteen, (c) limit or restrict any right or remedy of any Holder (or any
assignee or beneficiary thereof or successor thereto) with respect to, and each
of the Nonrecourse Persons shall remain fully liable to the extent that such
Person would otherwise be liable for its own actions with respect to, any fraud
(which shall not include innocent or negligent misrepresentation), willful
misrepresentation, or misappropriation of Project Revenues or any other
earnings, revenues, rents, issues, profits or proceeds from or of the Collateral
that should or would have been paid as provided herein or paid or delivered to
any Holder (or any assignee or beneficiary thereof or successor thereto) towards
any payment required under this Indenture or any other Financing Document, (d)
affect or diminish or constitute a waiver, release or discharge of any specific
written obligation, covenant, or agreement made by any of the Nonrecourse
Persons or any security granted by the Nonrecourse Persons in support of the
obligations of such Persons under any Financing Document or as security for the
obligations of the Company and the Project Companies, and (e) limit the
liability of (i) any Person who is a party to any Project Document and has
issued any certificate or other statement in connection therewith with respect
to such liability as may arise by reason of the terms and conditions of such
Project Document (but subject to any limitation of liability in such Project
Document), certificate or statement, (ii) any Person rendering a legal opinion
pursuant to this Indenture or (iii) NRG




                                       57
<PAGE>

Energy or any Acceptable Assignee under or pursuant to the Contingent Guaranty
Agreement, in each case under this clause (e) relating solely to such liability
of such Person as may arise under such referenced agreement, instrument or
opinion. The limitations on recourse set forth in this Article Fifteen shall
survive the termination of this Indenture and the full payment and performance
of the obligations hereunder and under the other Financing Documents.




                                       58
<PAGE>



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


                                              NRG PEAKER FINANCE COMPANY LLC,
                                              as Issuer


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

                                              BAYOU COVE PEAKING POWER, LLC,
                                              as Guarantor

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

                                              BIG CAJUN I PEAKING POWER LLC,
                                              as Guarantor

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

                                              NRG ROCKFORD LLC,
                                              as Guarantor

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

                                              NRG ROCKFORD II LLC,
                                              as Guarantor

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

                                              NRG STERLINGTON POWER LLC,
                                              as Guarantor

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




                                       59
<PAGE>



                                              XL CAPITAL ASSURANCE INC.,
                                              as Insurer


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

                                              THE BANK OF NEW YORK,
                                              as Trustee


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


                                       60
<PAGE>

                                                                     EXHIBIT A-1


                              FORM OF SERIES A BOND

      THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE INVESTMENT
      COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT") AND MAY NOT
      BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE
      INITIAL INVESTOR, (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES
      IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE
      904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
      THEREUNDER (IF AVAILABLE), AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH
      IN (A) ABOVE, AND, IN ADDITION, TO AN INSTITUTIONAL INVESTOR THAT IS AN
      ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER
      THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT AND, IN THE CASE OF EACH OF CLAUSES (A) AND (B), (1) IN
      ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
      STATES AND OTHER JURISDICTIONS AND (2) IN A PRINCIPAL AMOUNT OF NOT LESS
      THAN $250,000 FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS
      ACTING, TO A PURCHASER AND, AS APPLICABLE, EACH ACCOUNT FOR WHICH SUCH
      PURCHASER IS ACTING, THAT (I) IS A QUALIFIED PURCHASER WITHIN THE MEANING
      OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT, (II) WAS NOT FORMED FOR
      THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIAL OWNER
      OF THE PURCHASER AND EACH SUCH ACCOUNT IS A QUALIFIED PURCHASER), (III)
      HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS WHEN THE
      PURCHASER OR SUCH ACCOUNT IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE
      APRIL 30, 1996, (IV) IS NOT A BROKER-DEALER THAT OWNS AND INVESTS ON A
      DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF UNAFFILIATED
      ISSUERS AND (V) IS NOT a pension, profit sharing or other retirement trust
      fund or plan in which the partners, beneficiaries or participants, as
      applicable, may designate the particular investments to be made, AND IN A
      TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT
      COMPANY ACT EXEMPTION. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE
      OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO AND WILL NOT OPERATE TO
      TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO
      THE CONTRARY TO THE ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. EACH
      TRANSFEROR OF THIS NOTE WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS
      SET FORTH HEREIN AND IN THE INDENTURE TO ITS TRANSFEREE. IN ADDITION TO
      THE FOREGOING, THE ISSUER MAINTAINS THE RIGHT TO PURCHASE OR FORCE THE
      RESALE OF ANY NOTES PREVIOUSLY TRANSFERRED TO NON-PERMITTED




                                     A-1-1
<PAGE>

      HOLDERS (AS DEFINED IN THE INDENTURE) IN ACCORDANCE WITH AND SUBJECT TO
      THE TERMS OF THE INDENTURE.

      THE BONDS EVIDENCED HEREBY MAY NOT BE OFFERED OR SOLD UNLESS: (1) THE
      TRANSFEREE REPRESENTS THAT IT IS A "QUALIFIED PURCHASER" (AS DEFINED IN
      2(A)(51)(A) UNDER THE INVESTMENT COMPANY ACT, AS AMENDED); (2) THE
      TRANSFEROR REPRESENTS THAT PRIOR TO SUCH TRANSFER, THE TRANSFEROR HAS
      PROVIDED TO THE TRANSFEREE NOTICE OF THE TRANSFER RESTRICTIONS APPLICABLE
      TO THIS SECURITY; (3) BOTH THE TRANSFEROR AND THE TRANSFEREE ACKNOWLEDGE
      THAT THE ISSUER MAY REFUSE TO HONOR THE TRANSFER OF THE SECURITY IF IT
      DETERMINES IN ITS SOLE DISCRETION THAT THE TRANSFEREE IS NOT A QUALIFIED
      PURCHASER; AND (4) THE TRANSFEREE ACKNOWLEDGES THAT THE ISSUER HAS THE
      RIGHT TO FORCE THE REDEMPTION OR RESALE OF THE SECURITY HELD BY THE
      TRANSFEREE IF IT DETERMINES IN ITS SOLE DISCRETION THAT THE TRANSFEREE IS
      NOT A QUALIFIED PURCHASER.

      [INSERT IN THE CASE OF A RESTRICTED GLOBAL BOND: THIS BOND IS A RESTRICTED
      GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS
      REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE. THIS BOND MAY NOT
      BE EXCHANGED IN WHOLE OR IN PART FOR A BOND REGISTERED, AND NO TRANSFER OF
      THIS BOND IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
      OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE, EXCEPT IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]




                                     A-1-2
<PAGE>



                         NRG PEAKER FINANCE COMPANY LLC

          SERIES A FLOATING RATE SENIOR SECURED BONDS DUE JUNE 10, 2019

                                 $_____________

[INSERT FOR RESTRICTED GLOBAL BOND:
CUSIP: 62938R AA 5
ISIN: US62938RAA59]

[INSERT FOR REGULATION S CERTIFICATED BOND:
CUSIP: U6696W AA 0
ISIN: USU6696WAA00]

NO. [___]

            NRG Peaker Finance Company LLC, a limited liability company duly
organized and existing under the laws of Delaware (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
[__________________], or registered assigns, the principal sum of $[___________]
Dollars (or such lesser remaining principal amount as is reflected [in the
attached Schedule of Exchanges of Interests in the Restricted Global Bond][in
the books and records of the Trustee under the Indenture referred to below]), at
the times and in the amounts pursuant to the amortization schedule set forth on
the reverse hereof, and to pay interest thereon from and including June 18, 2002
to but excluding the first Scheduled Payment Date (as defined below), and for
each successive period (each, an "Interest Period") from and including the last
day of the preceding Interest Period to but excluding the following such
Scheduled Payment Date, subject to certain exceptions set forth in the Indenture
at a rate per annum equal to Three-Month USD-LIBOR-BBA per annum plus 1.07%,
until the principal hereof is paid or made available for payment.

            The interest so payable, and punctually paid or duly provided for,
on any Scheduled Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Bond (or one or more Predecessor Bonds) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the February 23 (or February 24 in the case of a leap
year), May 26, August 26 or November 25 (whether or not a Business Day), as the
case may be, next preceding such Scheduled Payment Date. The Scheduled Payment
Dates shall be March 10, June 10, September 10 and December 10, commencing
September 10, 2002.

            If this Bond is issued in the form of a Global Bond, payments of the
principal of and interest on this Bond shall be made in immediately available
funds to the Depositary. If this Bond is issued as a Regulation S Certificated
Bond or a Restricted Certificated Bond, payment of the principal of and interest
on this Bond will be made at the Corporate Trust Office of the Trustee in The
City of New York, New York, maintained for such purpose, and at any other office
or agency maintained by the Company for such purpose, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Bonds Register.
The "Stated Maturity" of this Bond will be June 10, 2019. Installments of
principal of this Bond will be due and payable, in accordance with the Indenture
referred to on the reverse hereof, in the manner described on the reverse
hereof.



                                     A-1-3
<PAGE>

            This Bond is one of a duly authorized issue of Bonds of the Company,
issued under an Indenture, dated as of June 18, 2002 (herein, as supplemented or
amended from time to time, called the "Indenture", which term shall have the
meaning assigned to it in such instrument), among the Company, the Guarantors,
XL Capital Assurance Inc. (the "Insurer") and The Bank of New York (herein
called the "Trustee" which term includes any successor trustee under the
Indenture) designated as its Series A Floating Rate Senior Secured Bonds due
June 10, 2019 (herein called the "Series A Bonds"), in an initial aggregate
Initial Principal Amount of $325,000,000. The Company has also authorized the
issuance from time to time under the Indenture of additional series of floating
rate and fixed rate senior secured bonds as provided in the Indenture
(collectively, the "Additional Bonds" and together with the Series A Bonds, the
"Bonds").

            Reference is hereby made to the Indenture and the Common Agreement
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Insurer, the Trustee and the Holders of the Bonds
of each series. This Bond is subject to the provisions of the Indenture and the
Common Agreement. To the extent any provision of this Bond conflicts with the
express provisions of the Indenture or the Common Agreement, the provisions of
the Indenture and the Common Agreement shall govern and be controlling.

            Scheduled payments of principal and interest on the Bonds are
guaranteed by the Insurer under the Financial Guaranty Insurance Policy No.
CA00261A, dated as of June 18, 2002, issued for the benefit of the Trustee on
behalf of the Holders of the Bonds (the "Insurance Policy").

            The Company's obligations owed to the Secured Parties (as defined in
the Common Agreement), including the Holders of the Bonds of each series, are
secured by the lien created pursuant to the Issuer Collateral Documents (as
defined in the Common Agreement) for the equal and ratable benefit of such
Secured Parties on the Issuer Collateral (as defined in the Common Agreement).

            Each of the Guarantors unconditionally and irrevocably guaranties
the obligations and indebtedness of the Company in respect of the Guaranteed
Obligations, including, without limitation, the payment of principal of and
interest on the Bonds of each series when due and payable, which Guaranties
(included in the Common Agreement and incorporated by reference in the
Indenture) are secured by the lien created pursuant to the Project Company
Collateral Documents (as defined in the Common Agreement) for the equal and
ratable benefit of such Secured Parties on all the Project Company Collateral
(as defined in the Common Agreement).

            As set forth in Section 1.04(4) of the Indenture, so long as no
Insurer Default has occurred and is continuing, the Insurer shall be entitled to
exercise all rights and remedies with respect to the Bonds under the Indenture,
including the right to vote on all matters presented to the Holders, the
exercise of remedies and the waiver of breaches and defaults, except for (1) the
rights of each of the Holders of the Bonds to approve any changes in the
material terms of the Bonds as specified in Section 10.02(2) of the Indenture
and (2) if an Insurer Default occurs and is continuing, all rights and remedies
available to a specific series of Bonds shall be exercised directly by the
Holders of such series of Bonds, and all rights and remedies available to
Holders as a group under the Indenture shall be exercised by the Holders, acting
as a group.

            In the absence of any change in law occurring after the Issue Date
that would render the treatment contemplated in this Section 3.13 inconsistent
with the law, regulation, or any interpretation thereof, based upon
representations from each Holder and beneficial owner of the



                                     A-1-4
<PAGE>

Bonds, as of the Issue Date and for so long as the Company has no reason to know
and an Authorized Officer of the Trustee or any Paying Agent has not received
actual notice that such representations by Holders and beneficial owners of at
least 75% of the aggregate principal amount of the Bonds are false or
unreliable, the Company, the Trustee and any Paying Agent agree to treat the
Bonds for all United States federal tax purposes as investment securities and
not as an extension of credit pursuant to a loan agreement; provided, however,
that the Company, the Trustee and any Paying Agent shall not be obligated under
this covenant with respect to any Bonds held by a Holder or beneficial owner
with respect to which the Company has reason to know or an Authorized Officer of
the Trustee or any Paying Agent has received actual notice that such
representations made by such Holder or beneficial owner, as the case may be, as
of the Issue Date are false or unreliable.

            By accepting a Bond or a beneficial interest therein, each Holder
and beneficial owner agrees to the treatment described in the preceding
paragraph and covenants to take no action inconsistent with such treatment
unless otherwise notified by the Company.

            Reference is hereby made to the further provisions of this Bond set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. Capitalized terms used and
not otherwise defined herein are defined in the Indenture.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.




                                     A-1-5
<PAGE>



                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

                                               NRG PEAKER FINANCE COMPANY LLC


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


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

Dated:
                                                           THE BANK OF NEW YORK,
                                                                      as Trustee


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



                                     A-1-6
<PAGE>



                                Reverse of Bond.

            The interest on this Bond shall be payable quarterly in arrears
(including interest on any interest that is not paid when due), at a rate per
annum equal to Three-Month USD-LIBOR-BBA (as defined below and in the Indenture)
plus 1.07%. The interest shall be calculated on the basis of a 360-day year and
the actual number of days elapsed.

            "Three-Month USD-LIBOR-BBA" means, for each Interest Period, the
rate for deposits in U.S. dollars for a period of three months, commencing on
the first day of such Interest Period and in an amount that is representative
for a single transaction in that market, at that time, that appears on Telerate
Page 3750 as of 11:00 a.m., London time, on the USD-LIBOR-BBA Determination Date
with respect to such Interest Period. If such rate does not appear on the
Telerate Page 3750, then Three-Month USD-LIBOR-BBA for the relevant Interest
Period will be determined on the basis of the rates at which deposits in U.S.
dollars are offered by the Reference Banks at approximately 11:00 a.m., London
time, on the USD-LIBOR-BBA Determination Date with respect to such Interest
Period to prime banks in the London interbank market for a period of three
months commencing on the first day of such Interest Period and in an amount that
is representative for a single transaction in that market at that time, assuming
an actual/360 day count basis. The Calculation Agent shall request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for that Interest Period
will be the arithmetic mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that Interest Period will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by the
Calculation Agent, at approximately 11:00 a.m., New York City time, on the first
day of such Interest Period for loans in U.S. dollars to leading European banks
for a period of three months commencing on the first day of such Interest Period
and in an amount that is representative for a single transaction in that market
at that time. If the Calculation Agent is unable to obtain rate quotations for
such loans, the rate for that USD-LIBOR-BBA Determination Date shall be
Three-Month USD-LIBOR-BBA as calculated for the immediately preceding quarterly
period. Notwithstanding the foregoing, "Three-Month USD-LIBOR-BBA" with respect
to t he first Interest Period will be 1.87938%.

            Three-Month USD-LIBOR-BBA will be determined by The Bank of New
York, as Calculation Agent, or any successor calculation agent as determined by
the Company.

            The Company shall repay the principal amount of the Series A Bonds
in annual installments, commencing on December 10, 2002 and continuing until the
Stated Maturity. The aggregate amount of principal of the Series A Bonds to be
repaid in each year shall be as follows:

<Table>
<Caption>
      Date                                                Principal Amount ($)
      ----                                                --------------------
<S>                                                       <C>
December 10, 2002                                                5,638,000
December 10, 2003                                                7,989,000
December 10, 2004                                               10,497,000
December 10, 2005                                                4,312,000
December 10, 2006                                                6,768,000
December 10, 2007                                               11,164,000
December 10, 2008                                               12,903,000
December 10, 2009                                               14,758,000
December 10, 2010                                               19,889,000
December 10, 2011                                               21,232,000
</Table>



                                     A-1-7
<PAGE>

<Table>
<Caption>
      Date                                                Principal Amount ($)
      ----                                                --------------------
<S>                                                       <C>
December 10, 2012                                               21,680,000
December 10, 2013                                               23,143,000
December 10, 2014                                               28,840,000
December 10, 2015                                               30,787,000
December 10, 2016                                               32,865,000
December 10, 2017                                               35,083,000
December 10, 2018                                               18,726,000
June 10, 2019                                                   18,702,600
</Table>


            Each annual scheduled repayment of principal will be made on
December 10 of the relevant year (except that the final repayment of principal
will be made on June 10, 2019), together with the payment of interest due on
that date, to the person whose name this Bond is registered on the Regular
Record Date before the payment date. The final annual scheduled repayment of
principal will be made only against surrender of the Bond to the Trustee.

            The Bonds are subject to redemption, at any time and from time to
time, as a whole or in part, at the election of the Company, at the Optional
Redemption Price (as defined below), payable in cash. The redemption price for
the Series A Bonds (the "Optional Redemption Price"), payable in cash, shall
equal 100% of the outstanding principal amount of such Bonds, plus accrued and
unpaid interest on the Bonds to the applicable Redemption Date. The Optional
Redemption Price shall also include the applicable redemption premium described
below (the "Redemption Premium") in the case of any redemption other than a
redemption of the Bonds by the Company of the Bonds by the Company in connection
with a Permitted Peaker Buyout (Completion/Loss Event).

            The Redemption Premium with respect to a redemption of the Bonds on
a Redemption Date that is on or before June 10, 2003 will be 7.25%. The
Redemption Premium with respect to a redemption of the Bonds on a Redemption
Date that is on or after the dates specified below shall be as set forth
opposite such dates.

<Table>
<Caption>
           For Redemption Dates On or After              Redemption Premium
           --------------------------------              ------------------
<S>                                                      <C>
                      June 11, 2003                              6.81%
                      June 11, 2004                              6.38%
                      June 11, 2005                              5.94%
                      June 11, 2006                              5.50%
                      June 11, 2007                              5.06%
                      June 11, 2008                              4.63%
                      June 11, 2009                              4.19%
                      June 11, 2010                              3.75%
                      June 11, 2011                              3.31%
                      June 11, 2012                              2.88%
                      June 11, 2013                              2.44%
                      June 11, 2014                              2.00%
                      June 11, 2015                              1.56%
                      June 11, 2016                              1.13%
                      June 11, 2017                              0.69%
                      June 11, 2018                              0.25%
</Table>



                                     A-1-8
<PAGE>

            Payment of the Optional Redemption Price shall include interest
accrued to but not including the Redemption Date, but interest installments for
a Scheduled Payment Date prior to such Redemption Date will be payable to the
Holders of such series of Bonds, or one or more Predecessor Bonds, of record at
the close of business on the relevant Regular Record Dates referred to on the
face hereof, all as provided in the Indenture.

            In the event of a partial redemption, the amount to be redeemed will
be allocated pro rata as determined by the then outstanding principal amount
among all the Outstanding Bonds at the Redemption Date. The amount to be
redeemed that is allocated to the Series A Bonds will be further allocated pro
rata as determined by the then outstanding principal amount among all of the
Outstanding Series A Bonds.

            In all cases of redemption, the redemption price with respect to
each Bond to be redeemed will not be less than 100% of the outstanding principal
amount of such Bond at the time of redemption.

            In the event of redemption of this Series A Bond in part only, a new
Series A Bond or Bonds for the Initial Principal Amount will be issued in the
name of the Holder hereof upon the cancellation hereof, notwithstanding that the
Remaining Principal Amount of such Bond or Bonds may be less than such Initial
Principal Amount.

            The Indenture permits the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Bonds under the Indenture at any time by the Company and the Trustee, with the
consent of the Insurer, in its sole discretion (so long as no Insurer Default
has occurred and is continuing). For certain material changes to the terms of
the Bonds, as specified in Section 10.02(2) of the Indenture, the consent of
each affected Holder is required. For changes to the terms of the Bonds other
than those specified in Sections 10.01 or 10.02(2) of the Indenture, the consent
of a majority of the affected Holders is required if an Insurer Default has
occurred and is continuing.

            The Indenture also contains provisions permitting the Holders of not
less than 60% in Remaining Principal Amount of the Outstanding Bonds, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences (it being understood
that, so long as no Insurer Default has occurred and is continuing, the Insurer
shall have the exclusive right under the Indenture to exercise the rights of the
Holders in determining whether and how to exercise any such vote).

            Any such consent or waiver shall be conclusive and binding upon such
Holder and upon all future Holders of this Bond and of any Bond issued upon the
registration or transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Bond.

            No reference herein to the Indenture and no provision of this Bond
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, and the Optional
Redemption Price, if any, and interest on this Bond at the times, place and
rate, and in the coin and currency, as prescribed in the Indenture.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Bond is registrable in the Bonds
Register, upon surrender of this Bond for registration of transfer at the office
or agency of the Company in any place where the principal of



                                     A-1-9
<PAGE>

and interest on this Bond are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Bonds
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Bonds, of authorized denominations and
for the same aggregate Initial Principal Amount, will be issued to the
designated transferee or transferees.

            The Bonds are issuable only in registered form without coupons in
Initial Principal Amounts of denominations of $250,000 and any integral
multiples of $1,000 in excess thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Bonds are exchangeable for a like
aggregate Initial Principal Amount of Bonds of a different authorized
denomination, as requested by the Holder surrendering the same.

            No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

            Prior to due presentment of this Bond for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Bond is registered as the owner hereof for all
purposes, whether or not this Bond be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.




                                     A-1-10
<PAGE>



                [INSERT IN THE CASE OF A RESTRICTED GLOBAL BOND]

                       Schedule of Exchanges of Interests
                          in the Restricted Global Bond

            The following exchanges of a part of this Restricted Global Bond for
an interest in another Restricted Global Bond or for a Restricted Certificated
Bond or a Regulation S Global Bond, or exchanges of a part of a Restricted
Certificated Bond or a Regulation S Global Bond for an interest in this
Restricted Global Bond, have been made:

<Table>
<Caption>

                                                                           Principal Amount of this
                      Amount of decrease          Amount of increase         Restricted Global Bond
                          in Principal                in Principal               following such               Signature of
                         Amount of this              Amount of this                 decrease               authorized officer
Date of Exchange     Restricted Global Bond      Restricted Global Bond           (or increase)                of Trustee
----------------     ----------------------      ----------------------    ------------------------        ------------------
<S>                  <C>                         <C>                       <C>                             <C>



</Table>





                                     A-1-11
<PAGE>



                                                                     EXHIBIT A-2


                FORM OF ADDITIONAL FIXED RATE SENIOR SECURED BOND

      THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE INVESTMENT
      COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT") AND MAY NOT
      BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE
      INITIAL INVESTOR, (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES
      IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE
      904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
      THEREUNDER (IF AVAILABLE), AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH
      IN (A) ABOVE, AND, IN ADDITION, TO AN INSTITUTIONAL INVESTOR THAT IS AN
      ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER
      THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT AND, IN THE CASE OF EACH OF CLAUSES (A) AND (B), (1) IN
      ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
      STATES AND OTHER JURISDICTIONS AND (2) IN A PRINCIPAL AMOUNT OF NOT LESS
      THAN $250,000 FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS
      ACTING, TO A PURCHASER AND, AS APPLICABLE, EACH ACCOUNT FOR WHICH SUCH
      PURCHASER IS ACTING, THAT (I) IS A QUALIFIED PURCHASER WITHIN THE MEANING
      OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT, (II) WAS NOT FORMED FOR
      THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIAL OWNER
      OF THE PURCHASER AND EACH SUCH ACCOUNT IS A QUALIFIED PURCHASER), (III)
      HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS WHEN THE
      PURCHASER OR SUCH ACCOUNT IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE
      APRIL 30, 1996, (IV) IS NOT A BROKER-DEALER THAT OWNS AND INVESTS ON A
      DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF UNAFFILIATED
      ISSUERS AND (V) IS NOT a pension, profit sharing or other retirement trust
      fund or plan in which the partners, beneficiaries or participants, as
      applicable, may designate the particular investments to be made, AND IN A
      TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT
      COMPANY ACT EXEMPTION. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE
      OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO AND WILL NOT OPERATE TO
      TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO
      THE CONTRARY TO THE ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. EACH
      TRANSFEROR OF THIS NOTE WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS
      SET FORTH HEREIN AND IN THE INDENTURE TO ITS TRANSFEREE. IN ADDITION TO
      THE FOREGOING, THE ISSUER MAINTAINS THE RIGHT TO PURCHASE OR FORCE THE
      RESALE OF ANY NOTES PREVIOUSLY TRANSFERRED TO NON-PERMITTED



                                     A-2-1
<PAGE>

      HOLDERS (AS DEFINED IN THE INDENTURE) IN ACCORDANCE WITH AND SUBJECT TO
      THE TERMS OF THE INDENTURE.

      THE BONDS EVIDENCED HEREBY MAY NOT BE OFFERED OR SOLD UNLESS: (1) THE
      TRANSFEREE REPRESENTS THAT IT IS A "QUALIFIED PURCHASER" (AS DEFINED IN
      2(A)(51)(A) UNDER THE INVESTMENT COMPANY ACT, AS AMENDED); (2) THE
      TRANSFEROR REPRESENTS THAT PRIOR TO SUCH TRANSFER, THE TRANSFEROR HAS
      PROVIDED TO THE TRANSFEREE NOTICE OF THE TRANSFER RESTRICTIONS APPLICABLE
      TO THIS SECURITY; (3) BOTH THE TRANSFEROR AND THE TRANSFEREE ACKNOWLEDGE
      THAT THE ISSUER MAY REFUSE TO HONOR THE TRANSFER OF THE SECURITY IF IT
      DETERMINES IN ITS SOLE DISCRETION THAT THE TRANSFEREE IS NOT A QUALIFIED
      PURCHASER; AND (4) THE TRANSFEREE ACKNOWLEDGES THAT THE ISSUER HAS THE
      RIGHT TO FORCE THE REDEMPTION OR RESALE OF THE SECURITY HELD BY THE
      TRANSFEREE IF IT DETERMINES IN ITS SOLE DISCRETION THAT THE TRANSFEREE IS
      NOT A QUALIFIED PURCHASER.

      [INSERT IN THE CASE OF A RESTRICTED GLOBAL BOND: THIS BOND IS A RESTRICTED
      GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE REFERRED TO BELOW AND IS
      REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE. THIS BOND MAY NOT
      BE EXCHANGED IN WHOLE OR IN PART FOR A BOND REGISTERED, AND NO TRANSFER OF
      THIS BOND IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
      OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE, EXCEPT IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]




                                     A-2-2
<PAGE>



                         NRG PEAKER FINANCE COMPANY LLC

              [__]% SERIES [__] SENIOR SECURED BONDS DUE [________]

                                   $[________]

CUSIP:
ISIN:

NO. [___]

            NRG Peaker Finance Company LLC, a limited liability company duly
organized and existing under the laws of Delaware (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
[__________________], or registered assigns, the principal sum of $
[______________] Dollars (or such lesser remaining principal amount as is
reflected [in the attached Schedule of Exchanges of Interests in the Restricted
Global Bond][in the books and records of the Trustee under the Indenture
referred to below]), at the times and in the amounts pursuant to the
amortization schedule set forth on the reverse hereof, and to pay interest
thereon from and including [___________ ] to but excluding the first Scheduled
Payment Date (as defined below), and for each successive period (each, an
"Interest Period") from and including the last day of the preceding Interest
Period to but excluding the following such Scheduled Payment Date, subject to
certain exceptions set forth in the Indenture at the rate of [__]% per annum,
until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Scheduled Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Bond (or one or more Predecessor Bonds) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
[_______ ] and [_______ ] (whether or not a Business Day), as the case may be,
next preceding such Scheduled Payment Date. The Scheduled Payment Dates shall be
[_________] and [_________], commencing [___________].

            If this Bond is issued in the form of a Global Bond, payments of the
principal of and interest on this Bond shall be made in immediately available
funds to the Depositary. If this Bond is issued as a Regulation S Certificated
Bond or a Restricted Certificated Bond, payment of the principal of and interest
on this Bond will be made at the Corporate Trust Office of the Trustee in The
City of New York, New York, maintained for such purpose, and at any other office
or agency maintained by the Company for such purpose, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Bonds Register.

            The "Stated Maturity" of this Bond will be [ ____]. Installments of
principal of this Bond will be due and payable, in accordance with the Indenture
referred to on the reverse hereof, in the manner described on the reverse
hereof.

            This Bond is one of a duly authorized issue of additional bonds of
the Company, issued under an Indenture, dated as of June 18, 2002, as
supplemented by the [First] Supplemental Indenture dated as of [_______________]
(herein, as supplemented or amended from time to time, called the "Indenture",
which term shall have the meaning assigned to it in such



                                     A-2-3
<PAGE>

instrument), among the Company, the Guarantors, XL Capital Assurance Inc. (the
"Insurer") and The Bank of New York (herein called the "Trustee" which term
includes any successor trustee under the Indenture) designated as its [__]%
Fixed Rate Senior Secured Bonds due [_______], limited in aggregate Initial
Principal Amount to $[__________] (herein called the "[__]% Fixed Rate Bonds").
On June 18, 2002, the Company issued under the Indenture its Series A Floating
Rate Senior Secured Bonds due 2019 (the "Series A Bonds"), and the Company has
also authorized the issuance from time to time under the Indenture of additional
series of floating rate and fixed rate senior secured bonds as provided in the
Indenture (collectively, the "Additional Bonds" and together with the [__]%
Fixed Rate Bonds and the Series A Bonds, the "Bonds").

            Reference is hereby made to the Indenture and the Common Agreement
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Insurer, the Trustee and the Holders of the Bonds
of each series. This Bond is subject to the provisions of the Indenture and the
Common Agreement. To the extent any provision of this Bond conflicts with the
express provisions of the Indenture or the Common Agreement, the provisions of
the Indenture and the Common Agreement shall govern and be controlling.

            Scheduled payments of principal and interest on the Bonds are
guaranteed by the Insurer under the Financial Guaranty Insurance Policy No.
CA00261A, dated as of June 18, 2002, issued for the benefit of the Trustee on
behalf of the Holders of the Bonds (the "Insurance Policy").

            The Company's obligations owed to the Secured Parties (as defined in
the Common Agreement), including the Holders of the Bonds of each series, are
secured by the lien created pursuant to the Issuer Collateral Documents (as
defined in the Common Agreement) for the equal and ratable benefit of such
Secured Parties on the Issuer Collateral (as defined in the Common Agreement).

            Each of the Guarantors unconditionally and irrevocably guaranties
the obligations and indebtedness of the Company in respect of the Guaranteed
Obligations, including, without limitation, the payment of principal of and
interest on the Bonds of each series when due and payable, which Guaranties
(included in the Common Agreement and incorporated by reference in the
Indenture) are secured by the lien created pursuant to the Project Company
Collateral Documents (as defined in the Common Agreement) for the equal and
ratable benefit of such Secured Parties on all the Project Company Collateral
(as defined in the Common Agreement).

            As set forth in Section 1.04(4) of the Indenture, so long as no
Insurer Default has occurred and is continuing, the Insurer shall be entitled to
exercise all rights and remedies with respect to the Bonds under the Indenture,
including the right to vote on all matters presented to the Holders, the
exercise of remedies and the waiver of breaches and defaults, except for (1) the
rights of each of the Holders of the Bonds to approve any changes in the
material terms of the Bonds as specified in Section 10.02(2) of the Indenture
and (2) if an Insurer Default occurs and is continuing, all rights and remedies
available to a specific series of Bonds shall be exercised directly by the
Holders of such series of Bonds, and all rights and remedies available to
Holders as a group under the Indenture shall be exercised by the Holders, acting
as a group.

            In the absence of any change in law occurring after the Issue Date
that would render the treatment contemplated in this Section 3.13 inconsistent
with the law, regulation, or any interpretation thereof, based upon
representations from each Holder and beneficial owner of the Bonds, as of the
Issue Date and for so long as the Company has no reason to know and an
Authorized Officer of the Trustee or any Paying Agent has not received actual
notice that such



                                     A-2-4
<PAGE>

representations by Holders and beneficial owners of at least 75% of the
aggregate principal amount of the Bonds are false or unreliable, the Company,
the Trustee and any Paying Agent agree to treat the Bonds for all United States
federal tax purposes as investment securities and not as an extension of credit
pursuant to a loan agreement; provided, however, that the Company, the Trustee
and any Paying Agent shall not be obligated under this covenant with respect to
any Bonds held by a Holder or beneficial owner with respect to which the Company
has reason to know or an Authorized Officer of the Trustee or any Paying Agent
has received actual notice that such representations made by such Holder or
beneficial owner, as the case may be, as of the Issue Date are false or
unreliable.

            By accepting a Bond or a beneficial interest therein, each Holder
and beneficial owner agrees to the treatment described in the preceding
paragraph and covenants to take no action inconsistent with such treatment
unless otherwise notified by the Company.

            Reference is hereby made to the further provisions of this Bond set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. Capitalized terms used and
not otherwise defined herein are defined in the Indenture.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.




                                     A-2-5
<PAGE>



                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

                                                 NRG PEAKER FINANCE COMPANY LLC

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


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

Dated:
                                                           THE BANK OF NEW YORK,
                                                                      as Trustee


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



                                     A-2-6
<PAGE>



                                Reverse of Bond.

            The interest on this Bond shall be payable semi-annually in arrears
(including interest on any interest that is not paid when due), at a fixed rate
of [__]% per annum. The interest shall be calculated on the basis of a 360-day
year and 30-day month. Interest will be paid on an unadjusted basis, with
semi-annual payments calculated on the basis of 180 days per semi-annual period
and 30-day months.

            The Company shall repay the principal amount of the [__]% Fixed Rate
Bonds in annual installments, commencing on [_______] and continuing until the
Stated Maturity. The aggregate amount of principal of the [__]% Fixed Rate Bonds
to be repaid in each year shall be as follows:

<Table>
<Caption>
               Year          Principal Amount             Year                Principal Amount
               ----          ----------------             ----                ----------------
<S>                          <C>                          <C>                 <C>
                             $                                                $



</Table>


            Each annual scheduled repayment of principal will be made on
[________] of the relevant year, together with the payment of interest due on
that date, to the person whose name this Bond is registered on the Regular
Record Date before the payment date. The final annual scheduled repayment of
principal will be made only against surrender of the Bond to the Trustee.

            The Bonds are subject to redemption, at any time and from time to
time, as a whole or in part, at the election of the Company, at the [__]% Fixed
Rate Redemption Price (as defined below), payable in cash. The redemption price
for the [__]% Fixed Rate Bonds, payable in cash, shall equal the sum of present
values of the Scheduled Payments of principal and interest remaining outstanding
at the Redemption Date until maturity, plus the interest accrued to but not
including the applicable Redemption Date (the "[__]% Fixed Rate Redemption
Price"). Payment of the [__]% Fixed Rate Redemption Price shall include interest
accrued to but not including the Redemption Date, but interest installments for
a Scheduled Payment Date prior to such Redemption Date will be payable to the
Holders of such series of Bonds, or one or more Predecessor Bonds, of record at
the close of business on the relevant Regular Record Dates referred to on the
face hereof, all as provided in the Indenture.

            The present value shall be calculated by the Calculation Agent by
discounting the remaining principal and interest payments to maturity on a
semi-annual basis assuming a 365-day year and an actual day count. The discount
rate used to determine the [__]% Fixed Rate Redemption Price shall be equal to
the Treasury Yield (as defined below), plus [__]%.

            "Treasury Yield" means the yield on treasury securities at a
constant maturity corresponding to the remaining average life (as of the
Redemption Date, rounded to the nearest month) to the stated maturity of the
principal being redeemed. For purposes of this definition, the Treasury Yield
shall be equal to the arithmetic mean of the yields published in the Statistical



                                     A-2-7
<PAGE>

Release (as defined below) under the heading "Week Ending" for "U.S. Government
Securities-Treasury Constant Maturities" with a maturity equal to such remaining
life; provided, that if no published maturity exactly corresponds with such
remaining life, then the Treasury Yield shall be interpolated or extrapolated on
a straight-line basis from the arithmetic means of the yields for the next
shortest and next longest published maturities. For the purposes of calculation
of the Treasury Yield, the most recent Statistical Release published prior to
the Redemption Date shall be used. If the format or the content of the
Statistical Release changes in a manner that precludes determination of the
Treasury Yield in the above manner, then the Treasury Yield shall be determined
in a manner that most closely approximates the above manner, as reasonably
determined by the Calculation Agent.

            "Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which reports yields on actively
traded United States government securities adjusted to constant maturities, or,
if such statistical release is not published at the time of any determination,
then such other reasonably comparable statistical release which shall be
designated by the Calculation Agent.]

            In the event of a partial redemption, the amount to be redeemed will
be allocated pro rata as determined by the then outstanding principal amount
among all the Outstanding Bonds at the Redemption Date. The amount to be
redeemed that is allocated to the [__]% Fixed Rate Bonds will be further
allocated pro rata as determined by the then outstanding principal amount among
all of the Outstanding [__]% Fixed Rate Bonds.

            In all cases of redemption, the redemption price with respect to
each Bond to be redeemed will not be less than 100% of the outstanding principal
amount of such Bond at the time of redemption.

            In the event of redemption of this [__]% Fixed Rate Bond in part
only, a new [__]% Fixed Rate Bond or Bonds for the Initial Principal Amount will
be issued in the name of the Holder hereof upon the cancellation hereof,
notwithstanding that the Remaining Principal Amount of such Bond or Bonds may be
less than such Initial Principal Amount.

            The Indenture permits the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Bonds under the Indenture at any time by the Company and the Trustee, with the
consent of the Insurer, in its sole discretion (so long as no Insurer Default
has occurred and is continuing). For certain material changes to the terms of
the Bonds, as specified in Section 10.02(2) of the Indenture, the consent of
each affected Holder is required. For changes to the terms of the Bonds other
than those specified in Sections 10.01 or 10.02(2) of the Indenture, the consent
of a majority of the affected Holders is required if an Insurer Default has
occurred and is continuing.

            The Indenture also contains provisions permitting the Holders of not
less than 60% in Remaining Principal Amount of the Outstanding Bonds, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences (it being understood
that, so long as no Insurer Default has occurred and is continuing, the Insurer
shall have the exclusive right under the Indenture to exercise the rights of the
Holders in determining whether and how to exercise any such vote).



                                     A-2-8
<PAGE>

            Any such consent or waiver shall be conclusive and binding upon such
Holder and upon all future Holders of this Bond and of any Bond issued upon the
registration or transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Bond.

            No reference herein to the Indenture and no provision of this Bond
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, and the [__]% Fixed Rate
Redemption Price, if any, and interest on this Bond at the times, place and
rate, and in the coin and currency, as prescribed in the Indenture.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Bond is registrable in the Bonds
Register, upon surrender of this Bond for registration of transfer at the office
or agency of the Company in any place where the principal of and interest on
this Bond are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Bonds Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Bonds, of authorized denominations and for the same
aggregate Initial Principal Amount, will be issued to the designated transferee
or transferees.

            The Bonds are issuable only in registered form without coupons in
Initial Principal Amounts of denominations of $250,000 and any integral
multiples of $1,000 in excess thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Bonds are exchangeable for a like
aggregate Initial Principal Amount of Bonds of a different authorized
denomination, as requested by the Holder surrendering the same.

            No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

            Prior to due presentment of this Bond for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Bond is registered as the owner hereof for all
purposes, whether or not this Bond be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.




                                     A-2-9
<PAGE>



                [INSERT IN THE CASE OF A RESTRICTED GLOBAL BOND]

                       Schedule of Exchanges of Interests
                          in the Restricted Global Bond

            The following exchanges of a part of this Restricted Global Bond for
an interest in another Restricted Global Bond or for a Restricted Certificated
Bond or a Regulation S Global Bond, or exchanges of a part of a Restricted
Certificated Bond or a Regulation S Global Bond for an interest in this
Restricted Global Bond, have been made:

<Table>
<Caption>
                                                                       Principal Amount of this
                         Amount of decrease      Amount of increase     Restricted Global Bond
                            in Principal            in Principal           following such               Signature of
                           Amount of this          Amount of this              decrease              authorized officer
  Date of Exchange     Restricted Global Bond  Restricted Global Bond        (or increase)               of Trustee
-------------------    ----------------------  ----------------------  ------------------------      ------------------
<S>                    <C>                     <C>                     <C>                           <C>




</Table>




                                     A-2-10
<PAGE>



                                                                       EXHIBIT B

            FORM OF TRANSFER CERTIFICATE FOR RESTRICTED GLOBAL BOND,
         REGULATION S CERTIFICATED BOND OR RESTRICTED CERTIFICATED BOND
          (FOR TRANSFERS PURSUANT TO SECTION 3.06(1) OF THE INDENTURE)

The Bank of New York,
        as Trustee
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration

           Re:    [Insert as applicable: Series A Floating Rate Senior
                  Secured Bonds due June 10, 2019] of NRG Peaker Finance
                  Company LLC (the "Bonds")

                  Reference is made to the Indenture, dated as of June 18, 2002
(the "Indenture"), among NRG Peaker Finance Company LLC (the "Company"), XL
Capital Assurance Inc., as insurer, Bayou Cove Peaking Power, LLC, Big Cajun I
Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC and NRG Sterlington
Power LLC, as guarantors, and The Bank of New York as Trustee (the "Trustee").
Capitalized terms used herein and defined in the Indenture or in Regulation S or
Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities
Act") are used herein as so defined.

                  This certificate relates to U.S.$__________ initial principal
amount of Bonds presented or surrendered on the date hereof (the "Surrendered
Bonds") which are registered in the name of [insert name of transferor] (the
"Transferor"). The Transferor has requested a transfer of such Surrendered Bonds
registered in the name of a Person (the "Transferee") other than the Transferor.

                  In connection with such request and in respect of such
Surrendered Bonds, the Transferor does hereby certify that:

            A.    It is an initial investor who purchased the Bonds from the
                  initial purchasers pursuant to, the Purchase Agreement, dated
                  June 14, 2002, among the Company, the Guarantors and the
                  initial purchaser named therein and that the Surrendered Bonds
                  are being transferred:

                  1.    To a person who the Transferor reasonably believes is a
                        qualified purchaser within the meaning of Section
                        2(a)(51)(A) of the Investment Company Act of 1940, as
                        amended; AND

                  2.    (a) To a person who the Transferor reasonably believes
                        is a qualified institutional buyer within the meaning of
                        Rule 144A under the Securities Act purchasing for its
                        own account or for the account of a qualified
                        institutional buyer in a transaction meeting the
                        requirements of Rule 144A;

                        (b) In an offshore transaction complying with Rule 903
                        or Rule 904 of Regulation S under the Securities Act; OR



                                       B-1
<PAGE>

                        (c) Pursuant to an exemption from registration under the
                        Securities Act provided by Rule 144 thereunder.

OR

            B.    If the Transferor is a subsequent investor, that the
                  Surrendered Bonds are being transferred:

                  1.    To a person who the Transferor reasonably believes is a
                        qualified purchaser within the meaning of Section
                        2(a)(51)(A) of the Investment Company Act of 1940, as
                        amended; AND

                  2.    (a) To a person who the Transferor reasonably believes
                        is a qualified institutional buyer within the meaning of
                        Rule 144A under the Securities Act purchasing for its
                        own account or for the account of a qualified
                        institutional buyer in a transaction meeting the
                        requirements of Rule 144A;

                        (b) In an offshore transaction complying with Rule 903
                        or Rule 904 of Regulation S under the Securities Act;

                        (c) Pursuant to an exemption from registration under the
                        Securities Act provided by Rule 144 thereunder; OR

                        (d) To an institutional investor that is an accredited
                        investor within the meaning of Rule 501 of Regulation D
                        under the Securities Act pursuant to an exemption from
                        registration under the Securities Act.

            The Transferor understands that this certificate is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, the Transferor
irrevocably authorizes you to produce this certificate to any interested party
in such proceeding.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and Goldman Sachs International as
the initial purchaser of the Bonds.

Dated:

                                         --------------------------------
                                         (Print the name of the Transferor, as
                                         such term is defined in the second
                                         paragraph of this certificate.)

                                         By:
                                             -----------------------------------
                                         Name:
                                         Title:
                                         (If the Transferor is a corporation,
                                         partnership or fiduciary, the title of
                                         the person signing on behalf of the
                                         Transferor must be stated.





                                      B-2
<PAGE>



                                                                     EXHIBIT C-1


                     FORM OF CERTIFICATE FOR TRANSFERS FROM
             [RESTRICTED GLOBAL BOND][RESTRICTED CERTIFICATED BOND]
                        TO REGULATION S CERTIFICATED BOND

              (FOR TRANSFERS PURSUANT TO SECTION 3.07(2)[(B)][(D)]
                                OF THE INDENTURE)

The Bank of New York,
        as Trustee
101 Barclay Street
New York, NY 10286
Attention:  Corporate Trust Administration

            Re:   [Insert as applicable: Series A Floating Rate Senior Secured
                  Bonds due , 2019] of NRG Peaker Finance Company LLC (the
                  "Bonds")

                  Reference is made to the Indenture, dated as of June 18, 2002
(the "Indenture"), among NRG Peaker Finance Company LLC (the "Company"), XL
Capital Assurance Inc., as insurer, Bayou Cove Peaking Power, LLC, Big Cajun I
Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC, and NRG Sterlington
Power LLC, as guarantors, and The Bank of New York, as Trustee (the "Trustee").
Capitalized terms used herein and defined in the Indenture or in Regulation S or
Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities
Act") are used herein as so defined.

                  This certificate relates to U.S.$_____________ aggregate
initial principal amount of Bonds which are [evidenced by the Restricted Global
Bond (CUSIP No. _________; ISIN __________) and held with the Depositary] [held
in the definitive form of a Restricted Certificated Bond (CUSIP No. _________;
ISIN __________) and registered] in the name of [insert name of transferor] (the
"Transferor"). The Transferor has requested a transfer of such [beneficial
interest in the Bonds][Bonds] to a Person who will take delivery thereof in the
form of an equal aggregate initial principal amount of Bonds held in the
definitive form of a Regulation S Certificated Bond (CUSIP No. __________; ISIN
____________).

                  In connection with such request and in respect of such Bonds,
the Transferor does hereby certify that:

            (a)   with respect to transfers made in reliance on Regulation S
                  under the Securities Act:

                  (i)   the offer of the Bonds was not made to a person in the
                        United States;

                  (ii)  either:

                        1)    at the time the buy order was originated, the
                              transferee was outside the United States or the
                              Transferor and any person acting on its behalf
                              reasonably believed that the transferee was
                              outside the United States, or





                                     C-1-1
<PAGE>


                        2)    the transaction was executed in, on or through the
                              facilities of a designated offshore securities
                              market and neither the Transferor nor any person
                              acting on its behalf knows that the transaction
                              was prearranged with a buyer in the United States;

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

                  (iv)  the transaction is not part of a plan or scheme to evade
                        the registration requirements of the Securities Act; OR

            (b)   with respect to transfers made in reliance on Rule 144 under
                  the Securities Act, the Bonds are being transferred in a
                  transaction permitted by Rule 144 under the Securities Act.

            The Transferor also certifies that such transfer is being made to a
person who the Transferor reasonably believes is also a qualified purchaser
within the meaning of Section 2(a)(51)(A) of the Investment Company Act of 1940,
as amended.

                  We understand that this certificate is required in connection
with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Goldman Sachs International
as the initial purchaser of the Bonds.

Dated:

                                         ---------------------------------------
                                         (Print the name of the Transferor, as
                                         such term is defined in the second
                                         paragraph of this certificate.)

                                         By:
                                             -----------------------------------
                                         Name:
                                         Title:
                                         (If the Transferor is a corporation,
                                         partnership or fiduciary, the title of
                                         the person signing on behalf of the
                                         Transferor must be stated.)


                                     C-1-2
<PAGE>



                                                                     EXHIBIT C-2


                     FORM OF CERTIFICATE FOR TRANSFERS FROM
           [RESTRICTED GLOBAL BOND][REGULATION S CERTIFICATED BOND] TO
                          RESTRICTED CERTIFICATED BOND

              (FOR TRANSFERS PURSUANT TO SECTION 3.07(2)[(B)][(D)]
                                OF THE INDENTURE)

The Bank of New York,
        as Trustee
101 Barclay Street
New York, NY 10286
Attention:  Corporate Trust Administration

            Re:   [Insert as applicable: Series A Floating Rate Senior Secured
                  Bonds due , 2019] of NRG Peaker Finance Company LLC (the
                  "Bonds")

                  Reference is made to the Indenture, dated as of June 18, 2002
(the "Indenture"), among NRG Peaker Finance Company LLC (the "Company"), XL
Capital Assurance Inc., as insurer, Bayou Cove Peaking Power, LLC, Big Cajun I
Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC, and NRG Sterlington
Power LLC, as guarantors, and The Bank of New York, as Trustee (the "Trustee").
Capitalized terms used herein and defined in the Indenture or in Regulation S or
Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities
Act") are used herein as so defined.

                  This certificate relates to U.S.$_____________ aggregate
initial principal amount of Bonds which are [evidenced by the Restricted Global
Bond (CUSIP No. _________; ISIN __________) and held with the Depositary][held
in the definitive form of a Regulation S Certificated Bond (CUSIP No. _________;
ISIN __________) and registered] in the name of [insert name of transferor] (the
"Transferor"). The Transferor has requested a transfer of such [beneficial
interest in the Bonds][Bond] to a Person who will take delivery thereof in the
form of an equal aggregate initial principal amount of Bonds held in the
definitive form of a Restricted Certificated Bond (CUSIP No. __________; ISIN
__________).

                  In connection with such request and in respect of such Bonds,
the Transferor does hereby certify that the Bonds are being transferred to an
institutional investor that is an accredited investor within the meaning of Rule
501 of Regulation D under the Securities Act pursuant to an exemption from
registration under the Securities Act.

      The Transferor also certifies that such transfer is being made to a person
who the Transferor reasonably believes is also a qualified purchaser within the
meaning of Section 2(a)(51)(A) of the Investment Company Act of 1940, as
amended.

                  We understand that this certificate is required in connection
with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding.



                                     C-2-1
<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Goldman Sachs International
as the initial purchaser of the Bonds.



Dated:

                                         ---------------------------------------
                                         (Print the name of the Transferor, as
                                         such term is defined in the second
                                         paragraph of this certificate.)

                                         By:
                                             -----------------------------------
                                         Name:
                                         Title:
                                         (If the Transferor is a corporation,
                                         partnership or fiduciary, the title of
                                         the person signing on behalf of the
                                         Transferor must be stated.)









                                     C-2-2
<PAGE>



                                                                     EXHIBIT C-3

                     FORM OF CERTIFICATE FOR TRANSFERS FROM
         [REGULATION S CERTIFICATED BOND][RESTRICTED CERTIFICATED BOND]
                            TO RESTRICTED GLOBAL BOND

         (FOR TRANSFERS PURSUANT TO SECTION 3.07(2)(C) OF THE INDENTURE)

The Bank of New York,
        as Trustee
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration

            Re:   [Insert as applicable: Series A Floating Rate Senior Secured
                  Bonds due , 2019] of NRG Peaker Finance Company LLC (the
                  "Bonds")

                  Reference is made to the Indenture, dated as of June 18, 2002
(the "Indenture"), among NRG Peaker Finance Company LLC (the "Company"), XL
Capital Assurance Inc., as insurer, Bayou Cove Peaking Power, LLC, Big Cajun I
Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC, and NRG Sterlington
Power LLC, as guarantors, and The Bank of New York, as Trustee (the "Trustee").
Capitalized terms used herein and defined in the Indenture or in Regulation S or
Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities
Act") are used herein as so defined.

                  This certificate relates to $_____________ aggregate initial
principal amount of Bonds held in the definitive form of a [Restricted
Certificated Bond (CUSIP No. _______; ISIN __________)][Regulation S
Certificated Bond (CUSIP No. _______; ISIN __________] by [insert name of
transferor] (the "Transferor"). The Transferor has requested a transfer of such
Bonds to a Person that will take delivery in the form of an equal initial
principal amount of Bonds evidenced by the Restricted Global Bond (CUSIP No.
___________; ISIN __________).

                  In connection with such request and in respect of such Bonds,
the Transferor does hereby certify that such transfer has been effected pursuant
to and in accordance with Rule 144A under the Securities Act and accordingly the
Transferor does hereby further certify that the Bonds are being transferred to a
person that the Transferor reasonably believes is purchasing the Bonds for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A and the Bonds
have been transferred in a transaction meeting the requirements of Rule 144A and
in accordance with any applicable securities laws of any state of the United
States.

                  The Transferor also certifies that such transfer is being made
to a person who the Transferor reasonably believes is also a qualified purchaser
within the meaning of Section 2(a)(51)(A) of the Investment Company Act of 1940,
as amended.

                  We understand that this certificate is required in connection
with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding.



                                     C-3-1
<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Goldman Sachs International
as the initial purchaser of the Bonds.

Dated:

                                         ---------------------------------------
                                         (Print the name of the Transferor, as
                                         such term is defined in the second
                                         paragraph of this certificate.)

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

                                         (If the Transferor is a corporation,
                                         partnership or fiduciary, the title of
                                         the person signing on behalf of the
                                         Transferor must be stated.)


                                     C-3-2
<PAGE>




                                                                     EXHIBIT D-1

                            INVESTOR CERTIFICATE FOR
                       FOR REGULATION S CERTIFICATED BONDS

NRG Peaker Finance Company LLC
901 Marquette Avenue
Suite 2800
Minneapolis, MN 55402-3265
Attention:  General Counsel

The Bank of New York,
     as Trustee
101 Barclay Street
New York, NY 10286
Attention:  Corporate Trust Administration

         Re:      [Insert as applicable: Series A Floating Rate Senior Secured
                  Bonds due 2019] of NRG Peaker Finance Company LLC (the
                  "Bonds")

                  Reference is made to the Indenture, dated as of June 18, 2002
(the "Indenture"), among NRG Peaker Finance Company, LLC (the "Issuer"), XL
Capital Assurance Inc., as insurer, Bayou Cove Peaking Power, LLC, Big Cajun I
Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC, and NRG Sterlington
Power LLC, as guarantors and The Bank of New York, as Trustee (the "Trustee").
Capitalized terms used herein and defined in the Indenture.

                  The undersigned, in connection with its purchase of the Bonds
identified below, hereby represents and warrants as of the date hereof as
follows:

         1. The undersigned is not, and each account on behalf of which it is
acquiring the Bonds is not a "U.S. person" as defined in Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and is acquiring the
Bonds in reliance on the exemption from registration provided by Regulation S
thereunder.

         2. It understands that the Bonds have not been registered under the
Securities Act and may not be offered, resold, pledged or otherwise transferred
except (a)(i) by an initial investor, (A) to a person who its reasonably
believes is a qualified institutional buyer acquiring for its own account or the
account of a qualified institutional buyer in a transaction meeting the
requirements of Rule 144A, (B) in an offshore transaction complying with Rule
903 or Rule 904 of Regulation S, or (C) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 thereunder (if
available), (ii) by a subsequent investor, as set forth in (i) above and, in
addition, to an institutional investor that is an accredited investor within the
meaning of Rule 501 of Regulation D under the Securities Act pursuant to an
exemption from registration under the Securities Act (if available) or (iii)
pursuant to an effective registration statement under the Securities Act, (b) to
a person who is a qualified purchaser for purposes of Section 3(c)(7) of the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
(c) in accordance with all applicable securities laws of the states of the
United States and other jurisdictions. It also understands that the Issuer has
not been registered under the Investment Company Act. It understands and agrees
that any purported transfer of the Bonds to a purchaser that does not comply
with the requirements set forth in this Investor Certificate will be null and
void ab initio. It agrees, in connection with any subsequent transfer of the
Bonds it is



                                     D-1-1
<PAGE>

acquiring, to cause the proposed transferee to execute and deliver to the
Trustee an Investor Certificate substantially in the form hereof.

         3. The undersigned is, and each account on behalf of which it is
acquiring the Bonds is also a "qualified purchaser" for purposes of Section
3(c)(7) of the Investment Company Act.

         4. It is acquiring the Bonds in an initial principal amount of not less
than $250,000 for the purchaser and for each such account.

         5. It is (or if it is acquiring the Bonds for another account, each
such account is) acquiring the Bonds as principal for its own account for
investment and not for sale in connection with any distribution thereof.

         6. The undersigned and each such account: (i) were not formed for the
specific purpose of investing in the Bonds (except when each beneficial owner of
the undersigned and each such account is a qualified purchaser for purposes of
Section 3(c)(7) of the Investment Company Act), (ii) to the extent the
undersigned or such account is a private investment company formed before April
30, 1996, the undersigned or such account has received the necessary consent
from the undersigned's or such account's beneficial owners, (iii) are not a
pension, profit sharing or other retirement trust fund or plan in which the
partners, beneficiaries or participants, as applicable, may designate the
particular investments to be made and (iv) are not a broker-dealer that owns and
invests on a discretionary basis less than $25,000,000 in securities of
unaffiliated issuers.

         7. Further, each of the undersigned and each such account agrees: (i)
that the undersigned or such account shall not hold the Bonds for the benefit of
any other person and shall be the sole beneficial owner thereof for all
purposes; (ii) that the undersigned or it shall not sell participation interests
in the Bonds or enter into any other arrangement pursuant to which any other
person shall be entitled to a beneficial interest in distributions on the Bonds;
(iii) that the Bonds purchased directly or indirectly by it constitute an
investment of no more than 40% of the undersigned's and each such account's
assets (except when each beneficial owner of the undersigned and each such
account is a qualified purchaser for purposes of Section 3(c)(7) of the
Investment Company Act), (iv) to purchase the Bonds in a principal amount of not
less than $250,000 for the holder and each such account and (v) that the
undersigned or it will provide notice to subsequent transferees of the relevant
transfer restrictions described in this Investor Certificate.

         8. In connection with the transfer to it of the Bonds: (i) none of the
Issuer or any of its affiliates is acting as a fiduciary or financial or
investment adviser for it; (ii) it is not relying on any written or oral advice,
counsel or representations of the Issuer other than in the final offering
circular dated June 14, 2002 relating to the offering of the Bonds (the
"Offering Circular"); (iii) it has consulted with its own legal, regulatory,
tax, business, investment, financial, and accounting advisers to the extent it
has deemed necessary, and has made its own investment decisions based upon its
own judgment and upon any advice from such advisers as it has deemed necessary
and not upon any view expressed by the Issuer or any of its affiliates; and (iv)
it is a sophisticated investor and is acquiring the Bonds with a full
understanding of all of the terms, conditions and risks thereof, and it is
capable of assuming and willing to assume those risks.



                                     D-1-2
<PAGE>

         9. It is not a "U.S. person" as defined in Section 7701(a)(30) of the
Internal Revenue Service Code of 1986, as amended; it will provide the Trustee
with a properly completed Form W-8 since it is not a "U.S. person"; and it
represents that it is not acquiring the Bonds as part of a plan to reduce, avoid
or evade U.S. federal income taxes owed, owing, or potentially owed or owing.

         10. If the undersigned is a bank or a branch of a bank, it represents
that it is purchasing the Bonds for investment purposes, and not in the ordinary
course of its lending business.

         11. It understands that the Issuer, the Trustee and their respective
counsel will rely upon the accuracy and truth of the foregoing representations,
and it hereby consents to such reliance.

Dated: [___________]                        Very truly yours,


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

Purchase of an aggregate principal amount of
[Series A Floating Rate] Senior Secured Bonds: US$
                                                   ------------------------

                      REGISTRATION AND PAYMENT INSTRUCTIONS

Name in which Bonds should be registered:
                                          ---------------------------
Address and Contact Person
for notices:
                                                ----------------------

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

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

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

Telephone number:
                                                ----------------------
Telecopier number:
                                                ----------------------
Instructions for delivery of Bonds:
                                                ----------------------

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

                                                ----------------------
Wire transfer information for payments:
Bank:
      -----------------------
Address:
        -----------------------
Bank ABA#:
           -----------------
Account #:
           -------------------
FAO:
     -----------------------
Attention:
           -------------------


                                     D-1-3
<PAGE>



                                                                     EXHIBIT D-2

                            INVESTOR CERTIFICATE FOR
                        FOR RESTRICTED CERTIFICATED BONDS


NRG Peaker Finance Company LLC

901 Marquette Avenue
Suite 2800
Minneapolis, MN 55402-3265
Attention:  General Counsel

The Bank of New York,
     as Trustee
101 Barclay Street
New York, NY 10286
Attention:  Corporate Trust Administration


         Re:      [Insert as applicable: Series A Floating Rate Senior Secured
                  Bonds due 2019] of NRG Peaker Finance Company LLC (the
                  "Bonds")

                  Reference is made to the Indenture, dated as of June 18, 2002
(the "Indenture"), among NRG Peaker Finance Company, LLC (the "Issuer"), XL
Capital Assurance Inc., as insurer, Bayou Cove Peaking Power, LLC, Big Cajun I
Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC, and NRG Sterlington
Power LLC, as guarantors and The Bank of New York, as Trustee (the "Trustee").
Capitalized terms used herein and defined in the Indenture.

                  The undersigned, in connection with its purchase of the Bonds
identified below, hereby represents and warrants as of the date hereof as
follows:

         1. The undersigned is, and each account on behalf of which it is
acquiring the Bonds is also an institutional investor that is an accredited
investor within the meaning of Rule 501 of Regulation D under the Securities Act
of 1933, as amended (the "Securities Act"), and is acquiring the Bonds pursuant
to an exemption from registration under the Securities Act.

         2. It understands that the Bonds have not been registered under the
Securities Act and may not be offered, resold, pledged or otherwise transferred
except (a)(i) by an initial investor, (A) to a person who its reasonably
believes is a qualified institutional buyer acquiring for its own account or the
account of a qualified institutional buyer in a transaction meeting the
requirements of Rule 144A, (B) in an offshore transaction complying with Rule
903 or Rule 904 of Regulation S, or (C) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 thereunder (if
available), (ii) by a subsequent investor, as set forth in (i) above and, in
addition, to an institutional investor that is an accredited investor within the
meaning of Rule 501 of Regulation D under the Securities Act pursuant to an
exemption from registration under the Securities Act (if available) or (iii)
pursuant to an effective registration statement under the Securities Act, (b) to
a person who is a qualified purchaser for purposes of Section 3(c)(7) of the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
(c) in accordance with all applicable securities laws of the states of the
United States and other jurisdictions. It also understands that the Issuer has
not been registered under the Investment Company Act. It understands and agrees
that any purported transfer of the Bonds to a



                                     D-2-1
<PAGE>

purchaser that does not comply with the requirements set forth in this Investor
Certificate will be null and void ab initio. It agrees, in connection with any
subsequent transfer of the Bonds it is acquiring, to cause the proposed
transferee to execute and deliver to the Trustee an Investor Certificate
substantially in the form hereof.

         3. The undersigned is, and each account on behalf of which it is
acquiring the Bonds is also a "qualified purchaser" for purposes of Section
3(c)(7) of the Investment Company Act.

         4. It is acquiring the Bonds in an initial principal amount of not less
than $250,000 for the purchaser and for each such account.

         5. It is (or if it is acquiring the Bonds for another account, each
such account is) acquiring the Bonds as principal for its own account for
investment and not for sale in connection with any distribution thereof.

         6. The undersigned and each such account: (i) were not formed for the
specific purpose of investing in the Bonds (except when each beneficial owner of
the undersigned and each such account is a qualified purchaser for purposes of
Section 3(c)(7) of the Investment Company Act), (ii) to the extent the
undersigned or such account is a private investment company formed before April
30, 1996, the undersigned or such account has received the necessary consent
from the undersigned's or such account's beneficial owners, (iii) are not a
pension, profit sharing or other retirement trust fund or plan in which the
partners, beneficiaries or participants, as applicable, may designate the
particular investments to be made and (iv) are not a broker-dealer that owns and
invests on a discretionary basis less than $25,000,000 in securities of
unaffiliated issuers.

         7. Further, each of the undersigned and each such account agrees: (i)
that the undersigned or such account shall not hold the Bonds for the benefit of
any other person and shall be the sole beneficial owner thereof for all
purposes; (ii) that the undersigned or it shall not sell participation interests
in the Bonds or enter into any other arrangement pursuant to which any other
person shall be entitled to a beneficial interest in distributions on the Bonds;
(iii) that the Bonds purchased directly or indirectly by it constitute an
investment of no more than 40% of the undersigned's and each such account's
assets (except when each beneficial owner of the undersigned and each such
account is a qualified purchaser for purposes of Section 3(c)(7) of the
Investment Company Act), (iv) to purchase the Bonds in a principal amount of not
less than $250,000 for the holder and each such account and (v) that the
undersigned or it will provide notice to subsequent transferees of the relevant
transfer restrictions described in this Investor Certificate.

         8. In connection with the transfer to it of the Bonds: (i) none of the
Issuer or any of its affiliates is acting as a fiduciary or financial or
investment adviser for it; (ii) it is not relying on any written or oral advice,
counsel or representations of the Issuer other than in the final offering
circular dated June 14, 2002 relating to the offering of the Bonds (the
"Offering Circular"); (iii) it has consulted with its own legal, regulatory,
tax, business, investment, financial, and accounting advisers to the extent it
has deemed necessary, and has made its own investment decisions based upon its
own judgment and upon any advice from such advisers as it has deemed necessary
and not upon any view expressed by the Issuer or any of its affiliates; and (iv)
it is a sophisticated investor and is acquiring the Bonds with a full
understanding of all of the terms, conditions and risks thereof, and it is
capable of assuming and willing to assume those risks.



                                      D-2-2
<PAGE>

         9. It will provide the Trustee with a properly completed Form W-9 if it
is a "U.S. person" for purposes of Section 7701(a)(30) of the Internal Revenue
Service Code of 1986, as amended (the "Code") that is not exempt from such
requirement, and a properly completed Form W-8 if it is not a "U.S. person".

         10. If it is not a "U.S. person" as defined in Section 7701(a)(30) of
the Code, it represents that it is not acquiring the Bonds as part of a plan to
reduce, avoid or evade U.S. federal income taxes owed, owing, or potentially
owed or owing.

         11. If the undersigned is a bank or a branch of a bank, it represents
that it is purchasing the Bonds for investment purposes, and not in the ordinary
course of its lending business.

         12. It understands that the Issuer, the Trustee and their respective
counsel will rely upon the accuracy and truth of the foregoing representations,
and it hereby consents to such reliance.


Dated: [___________]                            Very truly yours,



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


Purchase of an aggregate principal amount of
[Series A Floating Rate] Senior Secured Bonds: US$
                                                   -----------------------

                      REGISTRATION AND PAYMENT INSTRUCTIONS

Name in which Bonds should be registered:
                                          ---------------------------

Address and Contact Person
for notices:
                                                ----------------------

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

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

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

Telephone number:
                                                ----------------------
Telecopier number:
                                                ----------------------
Instructions for delivery of Bonds:
                                                ----------------------

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

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



                                     D-2-3
<PAGE>

Wire transfer information for payments:
Bank:
      -----------------------
Address:
        -----------------------
Bank ABA#:
           -----------------
Account #:
           -------------------
FAO:
     -----------------------
Attention:
           -------------------



                                      D-2-4
<PAGE>


                                                                     EXHIBIT D-3


                            INVESTOR CERTIFICATE FOR
                           FOR RESTRICTED GLOBAL BONDS


NRG Peaker Finance Company LLC

901 Marquette Avenue
Suite 2800
Minneapolis, MN 55402-3265
Attention:  General Counsel

The Bank of New York,
     as Trustee
101 Barclay Street
New York, NY 10286
Attention:  Corporate Trust Administration


        Re:       [Insert as applicable: Series A Floating Rate Senior Secured
                  Bonds due 2019] of NRG Peaker Finance Company LLC (the
                  "Bonds")

                  Reference is made to the Indenture, dated as of June 18, 2002
(the "Indenture"), among NRG Peaker Finance Company, LLC (the "Issuer"), XL
Capital Assurance Inc., as insurer, Bayou Cove Peaking Power, LLC, Big Cajun I
Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC, and NRG Sterlington
Power LLC, as guarantors and The Bank of New York, as Trustee (the "Trustee").
Capitalized terms used herein and defined in the Indenture.

                  The undersigned, in connection with its purchase of the Bonds
identified below, hereby represents and warrants as of the date hereof as
follows:

         1. The undersigned is, and each account on behalf of which it is
acquiring the Bonds is also a "qualified institutional buyer" as defined in Rule
144A under the Securities Act of 1933, as amended (the "Securities Act"), and is
acquiring the Bonds in reliance on the exemption from Securities Act
registration provided by Rule 144A thereunder.

         2. It understands that the Bonds have not been registered under the
Securities Act and may not be offered, resold, pledged or otherwise transferred
except (a)(i) by an initial investor, (A) to a person who its reasonably
believes is a qualified institutional buyer acquiring for its own account or the
account of a qualified institutional buyer in a transaction meeting the
requirements of Rule 144A, (B) in an offshore transaction complying with Rule
903 or Rule 904 of Regulation S, or (C) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 thereunder (if
available), (ii) by a subsequent investor, as set forth in (i) above and, in
addition, to an institutional investor that is an accredited investor within the
meaning of Rule 501 of Regulation D under the Securities Act pursuant to an
exemption from registration under the Securities Act (if available) or (iii)
pursuant to an effective registration statement under the Securities Act, (b) to
a person who is a qualified purchaser for purposes of Section 3(c)(7) of the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
(c) in accordance with all applicable securities laws of the states of the
United States and other jurisdictions. It also understands that the Issuer has
not been registered under the Investment Company Act. It understands and agrees
that any purported transfer of the Bonds to a



                                      D-3-1
<PAGE>

purchaser that does not comply with the requirements set forth in this Investor
Certificate will be null and void ab initio. It agrees, in connection with any
subsequent transfer of the Bonds it is acquiring, to cause the proposed
transferee to execute and deliver to the Trustee an Investor Certificate
substantially in the form hereof.

         3. The undersigned is, and each account on behalf of which it is
acquiring the Bonds is also a "qualified purchaser" for purposes of Section
3(c)(7) of the Investment Company Act.

         4. It is acquiring the Bonds in an initial principal amount of not less
than $250,000 for the purchaser and for each such account.

         5. It is (or if it is acquiring the Bonds for another account, each
such account is) acquiring the Bonds as principal for its own account for
investment and not for sale in connection with any distribution thereof.

         6. The undersigned and each such account: (i) were not formed for the
specific purpose of investing in the Bonds (except when each beneficial owner of
the undersigned and each such account is a qualified purchaser for purposes of
Section 3(c)(7) of the Investment Company Act), (ii) to the extent the
undersigned or such account is a private investment company formed before April
30, 1996, the undersigned or such account has received the necessary consent
from the undersigned's or such account's beneficial owners, (iii) are not a
pension, profit sharing or other retirement trust fund or plan in which the
partners, beneficiaries or participants, as applicable, may designate the
particular investments to be made and (iv) are not a broker-dealer that owns and
invests on a discretionary basis less than $25,000,000 in securities of
unaffiliated issuers.

         7. Further, each of the undersigned and each such account agrees: (i)
that the undersigned or such account shall not hold the Bonds for the benefit of
any other person and shall be the sole beneficial owner thereof for all
purposes; (ii) that the undersigned or it shall not sell participation interests
in the Bonds or enter into any other arrangement pursuant to which any other
person shall be entitled to a beneficial interest in distributions on the Bonds;
(iii) that the Bonds purchased directly or indirectly by it constitute an
investment of no more than 40% of the undersigned's and each such account's
assets (except when each beneficial owner of the undersigned and each such
account is a qualified purchaser for purposes of Section 3(c)(7) of the
Investment Company Act), (iv) to purchase the Bonds in a principal amount of not
less than $250,000 for the holder and each such account and (v) that the
undersigned or it will provide notice to subsequent transferees of the relevant
transfer restrictions described in this Investor Certificate.

         8. In connection with the transfer to it of the Bonds: (i) none of the
Issuer or any of its affiliates is acting as a fiduciary or financial or
investment adviser for it; (ii) it is not relying on any written or oral advice,
counsel or representations of the Issuer other than in the final offering
circular dated June 14, 2002 relating to the offering of the Bonds (the
"Offering Circular"); (iii) it has consulted with its own legal, regulatory,
tax, business, investment, financial, and accounting advisers to the extent it
has deemed necessary, and has made its own investment decisions based upon its
own judgment and upon any advice from such advisers as it has deemed necessary
and not upon any view expressed by the Issuer or any of its affiliates; and (iv)
it is a sophisticated investor and is acquiring the Bonds with a full
understanding of all of the terms, conditions and risks thereof, and it is
capable of assuming and willing to assume those risks.



                                      D-3-2
<PAGE>

         9. It will provide the Trustee with a properly completed Form W-9 if it
is a "U.S. person" for purposes of Section 7701(a)(30) of the Internal Revenue
Service Code of 1986, as amended (the "Code") that is not exempt from such
requirement, and a properly completed Form W-8 if it is not a "U.S. person".

         10. If it is not a "U.S. person" as defined in Section 7701(a)(30) of
the Code, it represents that it is not acquiring the Bonds as part of a plan to
reduce, avoid or evade U.S. federal income taxes owed, owing, or potentially
owed or owing.

         11. If the undersigned is a bank or a branch of a bank, it represents
that it is purchasing the Bonds for investment purposes, and not in the ordinary
course of its lending business.

         12. It understands that the Issuer, the Trustee and their respective
counsel will rely upon the accuracy and truth of the foregoing representations,
and it hereby consents to such reliance.


Dated: [___________]                       Very truly yours,


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

Purchase of an aggregate principal amount of
[Series A Floating Rate] Senior Secured Bonds: US$
                                                   -----------------------------

                      REGISTRATION AND PAYMENT INSTRUCTIONS


Name in which Bonds should be registered:
                                          ---------------------------

Address and Contact Person
for notices:
                                                ----------------------

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

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

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

Telephone number:
                                                ----------------------
Telecopier number:
                                                ----------------------
Instructions for delivery of Bonds:
                                                ----------------------

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

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



                                     D-3-3
<PAGE>

Wire transfer information for payments:
Bank:
      -----------------------
Address:
        -----------------------
Bank ABA#:
           -----------------
Account #:
           -------------------
FAO:
     -----------------------
Attention:
           -------------------



                                     D-3-4
<PAGE>



                                                                       EXHIBIT E



                         NRG PEAKER FINANCE COMPANY LLC,

                                   as Issuer,



                         BAYOU COVE PEAKING POWER, LLC,
                         BIG CAJUN I PEAKING POWER LLC,
                     NRG ROCKFORD LLC, NRG ROCKFORD II LLC,
                         AND NRG STERLINGTON POWER LLC,

                                 as Guarantors,

                            XL CAPITAL ASSURANCE INC.

                                   as Insurer,

                                       TO

                              THE BANK OF NEW YORK,

                                   as Trustee


                                   ----------

                         [FIRST] SUPPLEMENTAL INDENTURE

                                   ----------


                         Dated as of [________ __, ____]


                                  $[_________]
         "Series [__] [Floating Rate] [Fixed Rate] Senior Secured Bonds"



                                      E-1
<PAGE>


                                                                       EXHIBIT E

                  [FIRST] SUPPLEMENTAL INDENTURE, dated as of [_____], 20[__]
among NRG Peaker Finance Company LLC, a limited liability company duly organized
and existing under the laws of the State of Delaware (herein called the
"Company"), having its principal office at 901 Marquette Avenue, Suite 2300,
Minneapolis, MN 55402-3265, Bayou Cove Peaking Power, LLC, Big Cajun I Peaking
Power LLC and NRG Sterlington Power LLC, each a Delaware limited liability
company and NRG Rockford LLC and NRG Rockford II LLC, each an Illinois limited
liability company (herein collectively called the "Guarantors" or the "Project
Companies"), XL Capital Assurance Inc., an insurance company incorporated under
the laws of the State of New York (herein called the "Insurer") and The Bank of
New York, as Trustee (herein called the "Trustee"). Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to them in the
Indenture.

                                   WITNESSETH:

                  WHEREAS, the Company has heretofore entered into an Indenture,
dated as of June [__], 2002 (the "Original Indenture"), with the Guarantors, the
Insurer and the Trustee;

                  WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by this Supplemental
Indenture, is herein called the "Indenture";

                  WHEREAS, under the Original Indenture, additional series of
floating rate senior secured bonds and fixed rate senior secured bonds may at
any time be established by the Company in accordance with the provisions of the
Original Indenture and the terms of such series may be described by a
supplemental indenture executed by the Company, the Guarantors, the Trustee and
the Insurer;

                  WHEREAS, the Company proposes to create under the Indenture an
additional series of [floating rate] [fixed rate] senior secured bonds;

                  WHEREAS, additional floating rate and fixed rate senior
secured bonds of other series hereafter established, except as may be limited in
the Original Indenture as at the time supplemented and modified, may be issued
from time to time pursuant to the Indenture as at the time supplemented and
modified; and

                  WHEREAS, all things necessary to make the Series [_] [Floating
Rate] [Fixed Rate] Senior Secured Bonds (as defined below), when executed by the
Company and authenticated and delivered under this Supplemental Indenture and
duly issued by the Company, the valid obligations of the Company, and to make
this Supplemental Indenture a valid agreement of the Company, in accordance with
their and its terms, have been done.

                  NOW, THEREFORE, for and in consideration of the premises and
the purchase of the Series [_] [Floating Rate] [Fixed Rate] Senior Secured Bonds
by their Holders, it is mutually agreed, for the equal and proportionate benefit
of all Holders, as follows:

                                    ARTICLE I

                  Series [__] [Floating Rate] [Fixed Rate] Senior Secured Bonds

                  Section 1.01. Establishment. There is hereby established an
additional series of [floating rate] [fixed rate] senior secured bonds to be
issued under the Indenture, to be



                                      E-2
<PAGE>

designated as the Company's Series [____] [Floating Rate] [Fixed Rate] Senior
Secured Bonds due [____] (the "Series [____] [Floating Rate] [Fixed Rate] Senior
Secured Bonds").

                  The aggregate Initial Principal Amount of Series [____]
[Floating Rate] [Fixed Rate] Senior Secured Bonds that may be authenticated and
delivered under this Supplemental Indenture is limited to $[________], except
for Series [____] [Floating Rate] [Fixed Rate] Senior Secured Bonds
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Series [__] [Floating Rate] [Fixed Rate] Senior
Secured Bonds pursuant to Section 3.05, 3.06, 3.08, 10.05 or 12.06. of the
Original Indenture.

                  [The Series [____] Floating Rate Senior Secured Bonds shall be
issued in the form of one Global Bond in substantially the form set out in
Exhibit A-1 to the Original Indenture.] [The Series [____] Fixed Rate Senior
Secured Bonds shall be issued in the form of one Global Bond in substantially
the form set out in Exhibit A-2 to the Original Indenture.] The Depositary with
respect to the Series [____] [Floating Rate] [Fixed Rate] Senior Secured Bonds
shall be The Depository Trust Company.

                  The form of the Trustee's Certificate of Authentication for
the Series [__] [Floating Rate] [Fixed Rate] Senior Secured Bonds shall be in
substantially the form set forth in Section 2.04 of the Original Indenture.

                  Each Series [__] [Floating Rate] [Fixed Rate] Senior Secured
Bonds shall be dated the date of authentication thereof and shall bear interest
from the date of original issuance thereof or from the most recent Scheduled
Payment Date to which interest has been paid or duly provided for.

                  Section 1.02. Definitions. The following defined terms used
herein shall, unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is provided herein
shall have the meanings set forth in the Original Indenture.

                  "Stated Maturity" means [_________].

                  [insert other applicable definitions]

                  Section 1.03. Payment of Principal and Interest.

                  The Company shall repay the principal amount of the [__]%
Fixed Rate Senior Secured Bonds in annual installments, commencing on [_______]
and continuing until the Stated Maturity. The aggregate amount of principal of
the [__]% [Series __] [Floating Rate] [Fixed Rate] Senior Secured Bonds to be
repaid in each year shall be as follows:

<Table>
<Caption>

             Year            Principal Amount        Year      Principal Amount
             ----            ----------------        ----      ----------------
<S>                          <C>                     <C>       <C>
                             $                                 $



</Table>


                                      E-3
<PAGE>

            The unpaid principal amount of the Series [____] [Floating Rate]
[Fixed Rate] Senior Secured Bonds shall bear interest [insert applicable
interest provisions].

            [Insert other applicable provisions].

                                   ARTICLE II

                            Miscellaneous Provisions

                  Section 2.01. Recitals by Company. The recitals contained in
this Supplemental Indenture and in the Series [__] [Floating Rate] [Fixed Rate]
Senior Secured Bonds, except the Trustee's certificates of authentication, shall
be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Series [__] [Floating Rate] [Fixed Rate] Senior
Secured Bonds or the proceeds thereof.

                  Section 2.02. Ratification and Incorporation of Original
Indenture. As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Supplemental
Indenture shall be read, taken and construed as one and the same instrument.

                  Section 2.03. Executed in Counterparts. This Supplemental
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


                                      E-4
<PAGE>


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

                                                NRG PEAKER FINANCE COMPANY LLC,
                                                as Issuer


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

                                                BAYOU COVE PEAKING POWER, LLC,
                                                as Guarantor


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


                                                BIG CAJUN I PEAKING POWER LLC,
                                                as Guarantor


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

                                                NRG ROCKFORD LLC,
                                                as Guarantor


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

                                                NRG ROCKFORD II LLC,
                                                as Guarantor


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


                                      E-5
<PAGE>


                                                NRG STERLINGTON POWER LLC,
                                                as Guarantor


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


                                                XL CAPITAL ASSURANCE INC.,
                                                as Insurer


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

                                                THE BANK OF NEW YORK,
                                                as Trustee


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

                                      E-6