Exhibit 4.1.1

Execution Copy

HOMER CITY FUNDING LLC

$300,000,000 8.137% SENIOR SECURED BONDS DUE 2019
$530,000,000 8.734% SENIOR SECURED BONDS DUE 2026

FIRST
AMENDED AND RESTATED INDENTURE

Dated
as of December 7, 2001

THE
BANK OF NEW YORK,
as successor Trustee

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TABLE OF CONTENTS

|                                                      |  |                                                   |  | Page
|----------------------------------------------------- |  | ------------------------------------------------- |  | ----
|ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE |  | 3                                                
|SECTION 1.1                                           |  | DEFINITIONS                                       |  | 3   
|SECTION 1.2                                           |  | OTHER DEFINITIONS                                 |  | 11  
|SECTION 1.3                                           |  | INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT |  | 12  
|SECTION 1.4                                           |  | RULES OF CONSTRUCTION                             |  | 12  
|SECTION 1.5                                           |  | ONE CLASS OF SECURITIES                           |  | 12  
|ARTICLE 2. THE BONDS                                  |  | 12                                               
|SECTION 2.1                                           |  | FORM AND DATING                                   |  | 12  
|SECTION 2.2                                           |  | EXECUTION AND AUTHENTICATION                      |  | 14  
|SECTION 2.3                                           |  | REGISTRAR AND PAYING AGENT                        |  | 14  
|SECTION 2.4                                           |  | PAYING AGENT TO HOLD MONEY IN TRUST               |  | 14  
|SECTION 2.5                                           |  | HOLDER LISTS                                      |  | 15  
|SECTION 2.6                                           |  | TRANSFER AND EXCHANGE                             |  | 15  
|SECTION 2.7                                           |  | REPLACEMENT BONDS                                 |  | 26  
|SECTION 2.8                                           |  | OUTSTANDING BONDS                                 |  | 26  
|SECTION 2.9                                           |  | TREASURY BONDS                                    |  | 26  
|SECTION 2.10                                          |  | TEMPORARY BONDS                                   |  | 26  
|SECTION 2.11                                          |  | CANCELLATION                                      |  | 27  
|SECTION 2.12                                          |  | DEFAULTED INTEREST                                |  | 27  
|SECTION 2.13                                          |  | CUSIP NUMBERS                                     |  | 27  
|ARTICLE 3. REDEMPTION AND PREPAYMENT                  |  | 27                                               
|SECTION 3.1                                           |  | NOTICES TO TRUSTEE                                |  | 27  
|SECTION 3.2                                           |  | SELECTION OF BONDS TO BE REDEEMED                 |  | 27  
|SECTION 3.3                                           |  | NOTICE OF REDEMPTION                              |  | 28  
|SECTION 3.4                                           |  | EFFECT OF NOTICE OF REDEMPTION                    |  | 28  
|SECTION 3.5                                           |  | DEPOSIT OF REDEMPTION PRICE                       |  | 28  
|SECTION 3.6                                           |  | BONDS REDEEMED IN PART                            |  | 29  
|SECTION 3.7                                           |  | OPTIONAL REDEMPTION                               |  | 29  
|SECTION 3.8                                           |  | MANDATORY REDEMPTION                              |  | 29  
|SECTION 3.9                                           |  | NOTICES TO BONDHOLDERS BY LEASE INDENTURE TRUSTEE |  | 29  
|ARTICLE 4. COVENANTS                                  |  | 29                                               
|SECTION 4.1                                           |  | PAYMENT OF BONDS                                  |  | 29  
|SECTION 4.2                                           |  | MAINTENANCE OF OFFICE OR AGENCY                   |  | 30  
|SECTION 4.3                                           |  | INFORMATION REQUIREMENTS                          |  | 30  
|SECTION 4.4                                           |  | STAY, EXTENSION AND USURY LAWS                    |  | 30  
|SECTION 4.5                                           |  | LIMITATION ON SUBSIDIARIES AND INVESTMENTS        |  | 30  
|SECTION 4.6                                           |  | LIMITATION ON INCURRENCE OF INDEBTEDNESS          |  | 30  
|SECTION 4.7                                           |  | LIMITATION OF SALE OF ASSETS                      |  | 31  
|SECTION 4.8                                           |  | LIMITATION ON TRANSACTIONS WITH AFFILIATES        |  | 31  
|SECTION 4.9                                           |  | LIMITATION ON LIENS                               |  | 31  
|SECTION 4.10                                          |  | LIMITATION ON BUSINESS ACTIVITIES                 |  | 31  
|SECTION 4.11                                          |  | MAINTENANCE OF EXISTENCE                          |  | 31  
|SECTION 4.12                                          |  | PAYMENTS FOR CONSENT                              |  | 31  
|SECTION 4.13                                          |  | COMPLIANCE WITH LAWS                              |  | 31  

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|SECTION 4.14                                        |  | PERFECTION OF SECURITY INTERESTS                                                              |  | 32
|--------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | --
|SECTION 4.15                                        |  | CONSENT PAYMENT                                                                               |  | 32
|ARTICLE 5. SUCCESSORS                               |  | 32                                                                                           
|SECTION 5.1                                         |  | LIMITATION ON MERGER, CONSOLIDATION AND SALE OF SUBSTANTIALLY ALL ASSETS                      |  | 32
|ARTICLE 6. EVENTS OF DEFAULT                        |  | 32                                                                                           
|SECTION 6.1                                         |  | EVENTS OF DEFAULT                                                                             |  | 32
|SECTION 6.2                                         |  | ACCELERATION                                                                                  |  | 33
|SECTION 6.3                                         |  | OTHER REMEDIES                                                                                |  | 33
|SECTION 6.4                                         |  | WAIVER OF PAST DEFAULTS                                                                       |  | 34
|SECTION 6.5                                         |  | CONTROL BY MAJORITY                                                                           |  | 34
|SECTION 6.6                                         |  | LIMITATION ON SUITS                                                                           |  | 34
|SECTION 6.7                                         |  | RIGHTS OF HOLDERS OF BONDS TO RECEIVE PAYMENT                                                 |  | 35
|SECTION 6.8                                         |  | COLLECTION SUIT BY TRUSTEE                                                                    |  | 35
|SECTION 6.9                                         |  | TRUSTEE MAY FILE PROOFS OF CLAIM                                                              |  | 35
|SECTION 6.10                                        |  | PRIORITIES                                                                                    |  | 35
|SECTION 6.11                                        |  | FOR COSTS                                                                                     |  | 36
|ARTICLE 7. TRUSTEE                                  |  | 36                                                                                           
|SECTION 7.1                                         |  | DUTIES OF TRUSTEE                                                                             |  | 36
|SECTION 7.2                                         |  | RIGHTS OF TRUSTEE                                                                             |  | 37
|SECTION 7.3                                         |  | INDIVIDUAL RIGHTS OF TRUSTEE                                                                  |  | 37
|SECTION 7.4                                         |  | TRUSTEE'S DISCLAIMER                                                                          |  | 37
|SECTION 7.5                                         |  | NOTICE OF DEFAULTS                                                                            |  | 38
|SECTION 7.6                                         |  | REPORTS BY TRUSTEE TO HOLDERS OF THE BONDS                                                    |  | 38
|SECTION 7.7                                         |  | COMPENSATION AND INDEMNITY                                                                    |  | 38
|SECTION 7.8                                         |  | REPLACEMENT OF TRUSTEE                                                                        |  | 39
|SECTION 7.9                                         |  | SUCCESSOR TRUSTEE BY MERGER, ETC.                                                             |  | 39
|SECTION 7.10                                        |  | ELIGIBILITY; DISQUALIFICATION                                                                 |  | 39
|SECTION 7.11                                        |  | PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY                                             |  | 40
|SECTION 7.12                                        |  | OTHER CAPACITIES                                                                              |  | 40
|ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE |  | 40                                                                                           
|SECTION 8.1                                         |  | OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE                                      |  | 40
|SECTION 8.2                                         |  | LEGAL DEFEASANCE AND DISCHARGE                                                                |  | 40
|SECTION 8.3                                         |  | COVENANT DEFEASANCE                                                                           |  | 40
|SECTION 8.4                                         |  | CONDITIONS TO LEGAL OR COVENANT DEFEASANCE                                                    |  | 41
|SECTION 8.5                                         |  | DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS |  | 42
|SECTION 8.6                                         |  | REPAYMENT TO COMPANY                                                                          |  | 42
|SECTION 8.7                                         |  | REINSTATEMENT                                                                                 |  | 43
|ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER         |  | 43                                                                                           
|SECTION 9.1                                         |  | WITHOUT CONSENT OF HOLDERS OF BONDS                                                           |  | 43
|SECTION 9.2                                         |  | WITH CONSENT OF HOLDERS OF BONDS                                                              |  | 43
|SECTION 9.3                                         |  | COMPLIANCE WITH TRUST INDENTURE ACT                                                           |  | 44
|SECTION 9.4                                         |  | REVOCATION AND EFFECT OF CONSENTS                                                             |  | 44

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|SECTION 9.5               |  | NOTATION ON OR EXCHANGE OF BONDS                                         |  | 45
|------------------------- |  | ------------------------------------------------------------------------ |  | --
|SECTION 9.6               |  | TRUSTEE TO SIGN AMENDMENTS, ETC.                                         |  | 45
|SECTION 9.7               |  | ACTIONS WITH RESPECT TO PLEDGED NOTES                                    |  | 45
|ARTICLE 10. MISCELLANEOUS |  | 45                                                                      
|SECTION 10.1              |  | TRUST INDENTURE ACT CONTROLS                                             |  | 45
|SECTION 10.2              |  | NOTICES                                                                  |  | 45
|SECTION 10.3              |  | COMMUNICATION BY HOLDERS OF BONDS WITH OTHER HOLDERS OF BONDS            |  | 46
|SECTION 10.4              |  | CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT                       |  | 46
|SECTION 10.5              |  | STATEMENTS REQUIRED IN CERTIFICATE OR OPINION                            |  | 47
|SECTION 10.6              |  | RULES BY TRUSTEE AND AGENTS                                              |  | 47
|SECTION 10.7              |  | NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS |  | 47
|SECTION 10.8              |  | GOVERNING LAW                                                            |  | 47
|SECTION 10.9              |  | NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS                            |  | 47
|SECTION 10.10             |  | SUCCESSORS                                                               |  | 47
|SECTION 10.11             |  | SEVERABILITY                                                             |  | 48
|SECTION 10.12             |  | COUNTERPART ORIGINALS                                                    |  | 48
|SECTION 10.13             |  | TABLE OF CONTENTS, HEADINGS, ETC.                                        |  | 48
|SECTION 10.14             |  | EFFECTIVENESS OF THIS INDENTURE                                          |  | 48

|EXHIBITS:                        |  |                                           
|-------------------------------- |  | ------------------------------------------
|A-1                              |  | Form of Bond                              
|A-2                              |  | Form of Regulation S Temporary Global Bond
|B                                |  | Form of Certificate of Transfer           
|C                                |  | Form of Certificate of Exchange           
|SCHEDULE I List of Pledged Notes

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FIRST AMENDED AND RESTATED INDENTURE dated as of December 7, 2001 among Homer City Funding LLC, a Delaware limited liability company (the
"Company") and The Bank of New York, as successor trustee to United States Trust Company of New York (the
"Trustee").

WHEREAS,
Edison Mission Holdings Co. ("Holdings") heretofore executed and delivered an Indenture, dated as of May 27, 1999, between
Holdings and the United States Trust Company of New York (as amended from time to time, the "Initial Indenture") pursuant to which Holdings issued the
8.137% Senior Secured Bonds due 2019 and the 8.734% Senior Secured Bonds due 2026 (collectively, the "Initial Bonds");

WHEREAS,
Holdings subsequently exchanged in the Exchange Offer the Initial Bonds for a like amount of substantially similar 8.137% Senior Secured Bonds due 2019 (the
"New Series A Bonds") and 8.734% Senior Secured Bonds due 2026 (the "New Series B Bonds"
and, together with the New Series A Bonds, the "New Bonds") which had been registered under the Securities Act of 1933;

WHEREAS,
Section 9.2 of the Initial Indenture provides that (i) Holdings and the Trustee may amend or supplement the Initial Indenture and the New Bonds may be amended or
supplemented and (ii) compliance with any provision of the Initial Indenture or the New Bonds may be waived, with the consent of the Holders of a majority in principal amount of the then
outstanding New Bonds voting as a single class, subject to certain exceptions (none of which is applicable to the Proposals (as defined below));

WHEREAS,
pursuant to its Consent Solicitation Statement, dated November [    ], 2001, as may be amended and supplemented prior to the expiration of the
Consent Solicitation described therein (the "Consent Solicitation Statement"), Holdings solicited consents of the holders of all New Bonds then
outstanding to certain amendments of and waivers to the Initial Indenture and the New Bonds (as described in the Consent Solicitation Statement, the
"Proposals");

WHEREAS,
the Holders of a majority in principal amount of the then outstanding New Bonds voting as a single class have duly consented to the Proposals and to the exchange of all New
Bonds for the Bonds issued hereunder;

WHEREAS,
pursuant to this Indenture, each New Bond shall be exchanged for a Bond of like denomination;

WHEREAS,
Holdings has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) a copy of a Board Resolution of Holdings relating to this Indenture,
(ii) evidence of the consent of a majority in principal amount of the then outstanding New Bonds as set forth in the immediately preceding paragraph and (iii) such other documentation as
may be required by the Trustee under Section 7.2, 9.6 and 10.4 of the Initial Indenture;

WHEREAS,
all conditions necessary to authorize the execution and delivery of this Indenture and to make this Indenture valid and binding have been complied with or have been done or
performed;

WHEREAS,
subject to the terms and conditions of this Indenture, the parties hereto desire to amend and restate the Initial Indenture in its entirety as provided herein;

NOW,
THEREFORE, in consideration of the foregoing premises, the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows.

The
Company and the Trustee agree as follows for the benefit of the parties and for the equal and ratable benefit of the Holders of the Bonds:

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GRANTING CLAUSE

As
collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations on the Bonds from time to time
outstanding hereunder, and all other amounts owing or obligations hereunder by the Company to the Bondholders under this Indenture (the "Company Secured
Obligations"), the Company hereby pledges and grants to the Trustee for the benefit of the Bondholders a pledge of and a first priority continuing security interest in, all of
the Company's right, title and interest in, to and under the following
property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as the
"Collateral"):

(a)  all
lessor notes issued under each Lease Indenture (the "Pledged Notes"), the certificates representing the Pledged
Notes, and all cash dividends, stock dividends, cash, instruments, chattel paper, warrants, options and other rights, property or proceeds and products from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged Notes now or hereafter owned by the Company;

(b)  all
other claims of any kind or nature, and any instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and
whether arising by operation of law, consensual agreement or otherwise, at any time acquired by the Company in respect of any or all of the Pledged Notes;

(c)  all
books and records relating to any of the foregoing;

(d)  all
interests in substitution for or in addition to any of the foregoing, any certificates representing or evidencing such interests, and all cash, securities,
distributions and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and

(e)  all
proceeds of and to any of the property described in the preceding clauses of this Section.

PROVIDED,
HOWEVER, subject to the terms and conditions hereof, the Company does hereby irrevocably constitute and appoint the Trustee as its true and lawful attorney (which appointment
is coupled with an interest) with full power to ask, require, demand and receive any and all moneys and claims for moneys due and to become due under or arising out of this Indenture and all other
property which now or hereafter constitutes part of the Collateral and, to endorse any checks or other instruments or orders in connection herewith and to file any claims or to take any action or to
institute any proceedings which the Trustee may deem to be necessary or advisable, and to take any action with respect to and exercise any rights or remedies of the Company under the Pledged Notes,
the Lease Indenture and the other Collateral. In addition, the Company hereby assigns to the Trustee, for the benefit of the Holders, its rights to receive any and all payments on and in respect of
the Pledged Notes and the Lease Indentures, for as long as the estate created by this Indenture remains in existence. The Company hereby agrees that all amounts to be paid to it under the Pledged
Notes and the Lease Indentures shall be paid to or deposited with the Trustee for the benefit of the Holders directly. Further, the Company agrees that promptly upon receipt thereof, it will transfer
to the Trustee for the benefit of the Holders, any and all moneys received by it on the Pledged Notes or under the Lease Indentures.

It
is expressly agreed that anything herein contained to the contrary notwithstanding, the Company shall remain liable under this Indenture to perform all of the obligations assumed by
it hereunder, all in accordance with and pursuant to the terms and provisions hereof, and the Holders of the Bonds shall have no obligation or liability under any term or provision hereof by reason of
or arising out of the assignment hereunder, nor shall the Holders of the Bonds be required or obligated in any manner, except as herein expressly provided, to perform or fulfill any obligations of the
Company under or pursuant to this Indenture to make any payment, or to make any inquiry as to the nature or sufficiency

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of any payment received by it, or present or file any claim or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at
any time or times.

The
Company agrees that at any time and from time to time, upon the written request of the Trustee (acting on the instruction of any Holder of the Bonds) or any Holder of the Bonds, the
Company will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents necessary to obtain the full benefits of the assignment
hereunder and of the rights and powers herein granted;provided, however, that the Company shall have no obligation to execute or deliver or to cause to
be executed or delivered any further instruments or documents that would give the Holders of the Bonds greater rights and powers than the rights and powers of the Company which have been granted
herein or intended to be granted herein.

The
Company does hereby warrant and represent that it has not assigned, pledged or granted a lien or security interest in, to or under, and hereby covenants that, so long as this
Indenture shall remain in effect and the lien hereof shall not have been released, it will not assign, pledge or grant a lien or security interest in any of its estate, right, title or interest in, to
or under, the Collateral to anyone other than the Trustee for the benefit of the Holders of the Bonds. The Company hereby further covenants that with respect to its estate, right, title and interest
in, to or under the Collateral, it will not, except as provided in this Indenture (i) accept any payment from the Lease Indenture Trustee or enter into any agreement amending, modifying or
supplementing this Indenture, execute any waiver or modification of, or consent under, the terms of this Indenture or revoke or terminate this Indenture, (ii) settle or compromise any claim
arising under this Indenture, or (iii) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of this Indenture to arbitration hereunder.

Except
as provided herein, the Company hereby ratifies and confirms its obligations under this Indenture and does hereby agree that it will not take or omit to take any action, the
taking or omission of which might result in an alteration or impairment of this Indenture or the assignment (subject to the previous paragraph) hereunder.

The
Trustee, for itself and its successors and permitted assigns, hereby agrees that it shall hold the Collateral, in trust for the benefit and security of the Holders of the Bonds
outstanding, without any priority of any one Bond over any other except as herein otherwise expressly provided.

Accordingly,
the Company agrees that all Bonds are to be issued and delivered and that all property subject or to become subject hereto is to be held subject to the further covenants,
conditions, uses and trusts hereinafter set forth, and the Company, for itself and its successors and permitted assigns, hereby covenants and agrees with the Trustee, for the benefit and security of
the Holders of the Bonds from time to time to protect the security of this Indenture, and the Trustee agrees to accept the trusts and duties hereinafter set forth, as follows:

ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 DEFINITIONS

"Acceptable Credit Provider" means a U.S. or U.S. branch of a foreign bank or trust company that (i) has a
combined capital and surplus of at least $1 billion whose long term unsecured debt is rated "A2" or higher by Moody's or "A" or higher by S&P and (ii) is exempt from SEC registration
under 3(a)(2) of the Securities Act.

"Affiliate" of any particular Person, shall mean any other Person which, directly or indirectly, controls, is controlled by or is under
common control with such Person. A Person shall be deemed to

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be "controlled by" any other Person if such other Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or
otherwise.

"Agent" means any Registrar, Paying Agent, co-registrar, authenticating agent or securities custodian.

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

"Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

"Beneficial Owner" means any person who holds a beneficial ownership interest in a Bond.

"Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such
Person or the general partner, in the case of a limited partnership, of such Person (or, if such Person is a partnership, one of its general partners) to have been duly adopted by the member(s) of
such Person (if such Person is a limited liability company), board of directors of such Person or the general partner, in the case of a limited partnership, of such Person (or, if such Person is a
partnership, one of its general partners) and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"Bonds" means the Series A Bonds and Series B Bonds issued by the Company pursuant to this Indenture.

"Business Day" means a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required
by law, regulation or executive order to be closed in New York, New York, Wilmington, Delaware, or the cities and states in which the offices of the Trustee or Paying Agent are located.

"Capital Lease Obligation" means, as to any Person, all monetary obligations of such Person under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of the Indenture, the amount of such obligations shall be the capitalized amount thereof, determined in
accordance with GAAP.

"Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, and any and all equivalent ownership interests in a Person (other than a corporation).

"Cash Equivalents" means, at any time: (i) any evidence of Indebtedness, maturing not more than one year after such time, issued or
guaranteed by the United States Government or an agency thereof; (ii) other investments in securities or bank instruments rated at least "A" by S&P and "A2" by Moody's or "A-1" by
S&P and "P-1" by Moody's and with maturities of less than 366 days; or (iii) other securities as to which the Company has demonstrated, to the satisfaction of the Trustee,
adequate liquidity through secondary markets or deposit agreements.

"Cedel" means Cedelbank and its successors and assigns.

"Closing Date" means the date of issuance and delivery of the Initial Bonds.

"Collateral Agent" has the meaning set forth in the Security Deposit Agreement.

"Collateral" has the meaning set forth in the Granting Clause.

"Commission" means the United States Securities and Exchange Commission or any other federal agency at the time administering the
Securities Act.

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"Company" has the meaning set forth in the preamble to this Indenture.

"Consent Date"has the meaning set forth in the Consent Solicitation Statement.

"Consent Payment" has the meaning set forth in the Consent Solicitation Statement.

"Consent Payment Account" has the meaning set forth in the Consent Solicitation Statement.

"Consent Solicitation Statement" has the meaning set forth in the preamble hereto.

"Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 10.2 hereof or such other
address as to which the Trustee may give notice to the Company.

"Custodian" means the Trustee, as custodian with respect to the Bonds in global form, or any successor entity thereto.

"Debt Service Reserve Accounts" means the Debt Service Reserve Accounts established by the Collateral Agent for the benefit of the Holders
pursuant to each Lease Indenture.

"Default" means an event or condition that, with the giving of notice or the lapse of time, or both, would become an Event of Default.

"Definitive Bond" means a certificated Bond registered in the name of the Holder thereof and issued in accordance with Section 2
hereof, in the form of Exhibit A-1 hereto except that such Bond shall not bear the Global Bond Legend and shall not have the "Schedule of Exchanges of Interests in the Global Bond"
attached thereto.

"Depositary" means, with respect to the Bonds issuable or issued in whole or in part in global form, the Person specified in
Section 2.3 hereof as the Depositary with respect to the Bonds, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision
of this Indenture.

"Duff & Phelps" means Duff & Phelps Credit Rating Co. and its successors and assigns.

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

"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear system.

"Exchange Act" means the Securities Exchange Act of 1934, as amended and the rules and regulations of the Commission promulgated
thereunder.

"Exchange Offer" has the meaning set forth in the Registration Rights Agreement.

"Exchange Offer Registration Statement" has the meaning set forth in the Registration Rights Agreement.

"Expiration Date" has the meaning set forth in the Consent Solicitation Statement.

"Facilities" means the Homer City Electric Generating Station and certain facilities and other assets associated therewith and ancillary
thereto.

"Facility Lease" means each Facility Lease between Homer City, as Facility Lessee and each respective Owner Lessor, dated as of
December 7, 2001 entered into pursuant to each Participation Agreement listed in Schedule 1.

"Facility Lessee" means Homer City.

"GAAP" means generally accepted accounting principles as in effect in the United States from time to time consistently applied.

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"Global Bonds" means, individually and collectively, each of the Restricted Global Bonds and the Unrestricted Global Bonds, in the form of
Exhibit A hereto issued in accordance with Section 2.1, 2.6(b)(iv), 2.6(d)(ii) or 2.6(f) hereof.

"Global Bond Legend" means the legend set forth in Section 2.6(g)(ii), which is required to be placed on all Global Bonds issued
under this Indenture.

"Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which
the United States pledges its full faith and credit.

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

"Hedging Obligations" means, with respect to any Person, the net payment Obligations of such Person under (i) interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements in the ordinary course of business and pursuant to past practices designed
to protect such Person against fluctuations in commodity prices, interest rates or currency exchange rates.

"Holder" or "Bondholder"means a Person in whose name a Bond is registered.

"Homer City" means EME Homer City Generation L.P., a Pennsylvania limited partnership.

"Indebtedness" of any Person means, without duplication: (i) all indebtedness of such Person for borrowed money; (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services
(other than trade payables and accrued liabilities arising in the ordinary course of business); (iv) all reimbursement obligations with respect to surety bonds, letters of credit (to the extent
not collateralized with cash or Cash Equivalents), bankers' acceptances and similar instruments (in each case, whether or not matured); (v) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of
default are limited to repossession or sale of such property); (vi) all Capital Lease Obligations; (vii) all Interest Rate Hedging Obligations; (viii) all indebtedness referred to
in clauses (i) through (vii) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property
(including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; and (ix) all contingent
liabilities.

"Indenture" means this First Amended and Restated Indenture as amended and restated, dated as of December 7, 2001, between the
Company and the Trustee.

"Independent Engineer" means Stone and Webster Management Consultants, Inc. or another nationally recognized independent
engineering and consulting firm which, as Independent Engineer, will independently review the technical aspects of the project, analyze the contractual structure and create financial projections for
the benefit of the Holders.

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

"Initial Bonds" has the meaning specified in the preamble hereto.

"Initial Indenture" has the meaning specified in the preamble hereto.

"Initial Purchaser" has the meaning set forth in the Registration Rights Agreement.

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"Interest Rate Hedging Obligations" means, as to any Person, the net payment Obligations of all interest rate swaps, caps or collar
agreements or similar arrangements entered into by such Person in order to protect against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under
specific contingencies, and, in any event, not for speculative purposes.

"Lease Indenture" means each Indenture of Trust and Security Agreement among an Owner Lessor, as Issuer, The Bank of New York, as Security
Agent and The Bank of New York, as Lease Indenture Trustee, dated December 7, 2001 entered into pursuant to each Participation Agreement.

"Lease Indenture Event of Default" means a default under any of the Lease Indentures.

"Lease Indenture Trustee"has the meaning set forth in the Lease Indenture.

"Letter of Transmittal" means the letter of transmittal to be prepared by the Company and sent to all Holders of the Bonds for use by such
Holders in connection with the Exchange Offer.

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

"Make-Whole Premium" means, with respect to any Bond to be redeemed on any Redemption Date, an amount calculated by the
Company as of such date equal to the excess, if any, of (i) the net present value of the then remaining scheduled installments of principal and payments of interest (but excluding that portion
of any scheduled installment of principal or payment of interest that is actually due and paid on the Redemption Date) in respect of such Bond calculated using a discount factor equal to the sum of
the Treasury Yield plus 50 basis points, over (ii) the unpaid principal amount of such Bond. Such Yield Maintenance Premium shall be determined in accordance with the following provisions:



"Moody's" means Moody's Investors Service, Inc., a division of Moody's Corporation, and its successors and assigns.

"New Bonds" has the meaning set forth in the preamble to this Indenture.

"New Series A Bonds" has the meaning set forth in the preamble to this Indenture.

"New Series B Bonds" has the meaning set forth in the preamble to this Indenture.

"Non-U.S. Person" means a Person who is not a U.S. Person.

"Obligations" means any principal, premium, if any, interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a

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claim for post-filing interest is allowed in such proceeding), penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees and other liabilities
or amounts payable under the documentation governing any Indebtedness or in respect thereof.

"Offering" means the offering of the Initial Bonds by the Company.

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

"Officer's Certificate" means a certificate signed by an Officer of the Company.

"Owner Lessor" means each of Homer City OL1 LLC, Homer City OL2 LLC, Homer City OL3 LLC, Homer City OL4 LLC, Homer City OL5 LLC, Homer
City OL6 LLC, Homer City OL7 LLC and Homer City OL8 LLC.

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"144A Global Bond" means one or more global notes in the form of Exhibit A-1 hereto bearing the Global Bond Legend and
the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in an aggregate denomination equal to the outstanding
principal amount of the Bonds sold in reliance on Rule 144A.

"Opinion of Counsel" means a written opinion of counsel for any Person either expressly referred to in the Indenture or otherwise
reasonably satisfactory to the Trustee which may include, without limitation, counsel for the Company, whether or not such counsel is an employee of the Company.

"Participant" means, with respect to the Depositary, Euroclear or Cedel, a Person who has an account with the Depositary, Euroclear or
Cedel, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Cedel).

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity.

"Power Market Consultant" means PHB Hagler Bailly, Inc. or another nationally recognized power market consulting firm which, as
Power Market Consultant, will perform a market study of certain markets relating to the Facilities and develop independent electricity price forecasts for the benefit of the Holders.

"Private Placement Legend" means the legend set forth in Section 2.6(g)(i) to be placed on all Bonds issued under this
Indenture except where otherwise permitted by the provisions of this Indenture.

"Proposals" has the meaning set forth in the preamble hereto.

"Prudent Industry Practice" means any of the practices, methods, standards and acts (including but not limited to the practices, methods,
standards and acts engaged in or approved by a significant portion of the electric power generation industry in the United States) that, at a particular time, in the exercise of
reasonable judgment in light of the facts known or that should reasonably have been known at the time a decision was made, could have been expected to accomplish the desired result consistent with
good business practices, reliability, economy, safety and expedition, and which practices generally conform to applicable law and governmental approvals.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Rating Agencies" means each of Moody's, S&P and Duff & Phelps.

"Recovery Event" means any settlement of or payment of $5,000,000 or more in respect of (i) any property or casualty insurance
claim relating to the Facility or (ii) any seizure, condemnation, confiscation or taking of, or requisition of title or use of, the Facility or any part thereof by any Governmental Authority.

"Redemption Date" means a date set forth for redemption of Bonds pursuant to the Indenture.

"Redemption Price" means the price to be paid by the Company for the Bonds that are redeemed pursuant to the Indenture.

"Registration Rights Agreement" means the Exchange and Registration Rights Agreement, dated as of May 27, 1999, by and among Homer
City, Edison Mission Holdings Co., Edison Mission Finance Co., Homer City Property Holdings Inc., Chestnut Ridge Energy Co., Mission Energy Westside Inc. and the other parties named on
the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time.

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

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"Regulation S Global Bond" means a Regulation S Temporary Global Bond or Regulation S Permanent Global Bond, as
appropriate.

"Regulation S Permanent Global Bond" means a permanent Global Bond in the form of Exhibit A-1 hereto bearing the
Global Bond Legend and the Private Placement Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued in an aggregate denomination equal to the outstanding principal amount of the Regulation S Temporary Global Bond
upon expiration of the Restricted Period.

"Regulation S Temporary Global Bond" means a temporary Global Bond in the form of Exhibit A-2 hereto bearing the
Global Bond Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in an aggregate denomination equal to the
outstanding principal amount of the Bonds initially sold in reliance on Rule 903 of Regulation S.

"Reinvestment Notice" means a notice executed by an Authorized Officer of Homer City to the Collateral Agent and the Trustee relating to a
Recovery Event (i) setting forth in reasonable detail the nature of the proposed restoration or replacement relating to such Recovery Event and the estimated cost and time to complete such
restoration or replacement and (ii) stating that (a) no Default or Event of Default has occurred and is continuing, (b) such restoration or replacement is technologically and
economically feasible, (c) the net cash proceeds of such Recovery Event, together with other resources available to the Facility Lessee, are sufficient to pay the estimated cost of completing
such restoration or replacement and (d) the Facility Lessee has sufficient resources (through business interruption insurance or otherwise) to pay all principal, interest and other fixed
charges projected to become due and payable with respect to the Bonds prior to the completion of such restoration or replacement.

"Responsible Officer," when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to
a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

"Restricted Global Bond" means a Global Bond bearing the Private Placement Legend.

"Restricted Period" means the 40-day restricted period as defined in Regulation S.

"Rule 144" means Rule 144 promulgated under the Securities Act.

"Rule 144A" means Rule 144A promulgated under the Securities Act.

"Rule 903" means Rule 903 promulgated under the Securities Act.

"Rule 904" means Rule 904 promulgated under the Securities Act.

"S&P" means Standard & Poor's Rating Services.

"Sale-Leaseback Transaction" means the lease financing involving the assets of Homer City as described in the Consent
Solicitation Statement.

"Security Agent" has the meaning set forth in the Lease Indenture.

"Security Deposit Agreement" means the Amended Security Deposit Agreement, dated as of December 7, 2001, as amended, by and among
Homer City and the Collateral Agent.

"Security Documents" has the meaning set forth in the Security Deposit Agreement.

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

"Senior Debt" has the meaning set forth in the Security Deposit Agreement.

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"Series A Bonds" means the Series A Bonds issued by the Company pursuant to this Indenture.

"Series B Bonds" means the Series B Bonds issued by the Company pursuant to this Indenture.

"Shelf Registration Statement" means the Shelf Registration Statement as defined in the Registration Rights Agreement.

"Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the
credit agreement or other original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to
the date originally scheduled for the payment thereof.

"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which more than
50% of the outstanding capital stock, partnership interests or other equity interests having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of
whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) or to control the management of such
partnership, limited liability company or other entity is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person.

"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on
which this Indenture is qualified under the TIA.

"Trustee" means The Bank of New York, as successor trustee for the benefit of the Holders under the Indenture, together with its
successors and assigns.

"Unrestricted Definitive Bond" means one or more Definitive Bonds that do not bear and are not required to bear the Private Placement
Legend.

"Unrestricted Global Bond" means a permanent Global Bond in the form of Exhibit A-1 attached hereto that bears the
Global Bond Legend and that has the "Schedule of Exchanges of Interests in the Global Bond" attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary,
representing a series of Bonds that do not bear the Private Placement Legend.

"U.S. Person" means a U.S. person as defined in Rule 902(o) under the Securities Act.

SECTION 1.2    OTHER DEFINITIONS

Term

Defined in
Section"Authentication Order"

2.2"Company Secured Obligations"

Granting Clause"Covenant Defeasance"

8.3"DTC"

2.3"Effective Date"

10.14"Event of Default"

6.1"Holdings"

preamble"Legal Defeasance"

8.2"Paying Agent"

2.3"Permitted Indebtedness"

4.6"Permitted Liens"

4.9"Pledged Note"

Granting Clause"Registrar"

2.3


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SECTION 1.3    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

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

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



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

SECTION 1.4    RULES OF CONSTRUCTION

Unless
the context otherwise requires:



SECTION 1.5    ONE CLASS OF SECURITIES

The
Series A Bonds and Series B Bonds shall vote and consent together on all matters as one class and none of the Series A Bonds and Series B Bonds shall have
the right to vote or consent as a separate class on any matter.

ARTICLE 2.  THE BONDS

SECTION 2.1    FORM AND DATING

(a)General.



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(b)Global Bonds.



(c)Temporary Global Bonds



(d)Euroclear and Cedel Procedures Applicable.



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SECTION 2.2    EXECUTION AND AUTHENTICATION

Upon
surrender of, and in exchange for New Bonds, two Officers of the Company shall sign the Bonds for the Company by manual or facsimile signature and the Bonds shall be delivered to
the Trustee as custodian for the Depositary. The Company's seals, if any, shall be reproduced on the Bonds and may be in facsimile form.

If
an Officer of the Company whose signature is on a Bond no longer holds that office at the time a Bond is authenticated, the Bond shall nevertheless be valid.

A
Bond shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Bond has been authenticated under this
indenture.

The
Trustee shall, upon a written order of the Company signed by two Officers of the Company (an "Authentication Order"), authenticate
Series A Bonds for original issue up to the aggregate principal amount of $300,000,000 and Series B Bonds for original issue up to the aggregate principal amount of $530,000,000. The
aggregate principal amount of Series A Bonds or Series B Bonds outstanding at any time may not exceed such amounts except as provided in Section 2.7 hereof.

The
Trustee may (at the expense of the Company) appoint an authenticating agent acceptable to the Company to authenticate Bonds. An authenticating agent may authenticate Bonds whenever
the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company and has the same protections under Article 7 herein.

SECTION 2.3    REGISTRAR AND PAYING AGENT

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

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

The
Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Bonds.

SECTION 2.4    PAYING AGENT TO HOLD MONEY IN TRUST

(a)  The
Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee
all money held by the Paying Agent for the payment of principal of, premium, if any, or interest on the Bonds, and will notify the Trustee in writing of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company) shall have no further liability for the money. If the Company acts as Paying Agent, it shall
segregate and hold as separate trust funds for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Bonds.

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(b)  Prior
to the Effective Date of this Indenture, the Company shall cause to be deposited with the Paying Agent and the Paying Agent shall hold in trust all amounts accrued
and unpaid on the New Bonds from the Payment Date immediate prior to the Effective Date up to the Effective Date. The Paying Agent shall pay such amounts together with all other funds received for
such purpose to the Holders on the Payment Date following the Effective Date of this Indenture.

SECTION 2.5    HOLDER LISTS

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

SECTION 2.6    TRANSFER AND EXCHANGE

(a)Transfer and Exchange of Global Bonds.



(b)Transfer and Exchange of Beneficial Interests in the Global Bonds.



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(c)Transfer or Exchange of Beneficial Interests for Definitive Bonds.



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(d)Transfer and Exchange of Definitive Bonds for Beneficial Interests.



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(e)Transfer and Exchange of Definitive Bonds for Definitive Bonds.



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(f)Intentionally Omitted.

(g)Legends.



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(h)Cancellation and/or Adjustment of Global Bonds.



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(i)General Provisions Relating to Transfers and Exchanges.



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SECTION 2.7    REPLACEMENT BONDS

If
any mutilated Bond is surrendered to the Trustee or the Company and the Trustee and the Company receives evidence to its satisfaction of the destruction, loss or theft of any Bond,
the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Bond if the Company's and the Trustee's requirements are met. If required by the
Trustee or the Company, an indemnity Bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Bond is replaced. The Company and the Trustee may charge for their expenses in replacing a Bond.

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

SECTION 2.8    OUTSTANDING BONDS

The
Bonds outstanding at any time are all the Bonds authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest
in a Global Bond effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.9 hereof, a Bond does
not cease to be outstanding because the Company or an Affiliate of the Company holds the Bond.

If
a Bond is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Bond is held by a bona
fide purchaser.

If
the principal amount of any Bond is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

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

SECTION 2.9    TREASURY BONDS

In
determining whether the Holders of the required principal amount of Bonds have concurred in any direction, waiver or consent, Bonds owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Company shall be considered as though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or consent, only Bonds that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10    TEMPORARY BONDS

Until
certificates representing Bonds are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Bonds.
Temporary Bonds shall be substantially in the form of certificated Bonds but may have variations that the Company considers appropriate for temporary Bonds and as shall be reasonably acceptable to the
Trustee.

Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Bonds in exchange for temporary Bonds.

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

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SECTION 2.11    CANCELLATION

The
Company at any time may deliver Bonds to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Bonds surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all Bonds surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy canceled
Bonds (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Bonds shall be delivered (at the expense of the Company) to the Company. The
Company may not issue new Bonds to replace Bonds that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12    DEFAULTED INTEREST

If
the Company defaults in a payment of interest on the Bonds, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Bonds and in Section 4.1 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Bond and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment
date,providedthat no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At
least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.13    CUSIP NUMBERS

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

ARTICLE 3.  REDEMPTION AND PREPAYMENT

SECTION 3.1    NOTICES TO TRUSTEE

If
the Company elects to redeem Bonds pursuant to the redemption provisions of Section 3.7 or 3.8 hereof, it shall furnish to the Trustee, at least 30 days but not more
than 60 days before a redemption date, an Officer's Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption
date, (iii) the principal amount of Bonds to be redeemed and (iv) the redemption price.

SECTION 3.2    SELECTION OF BONDS TO BE REDEEMED

If
less than all of the Bonds are to be redeemed at any time, the Trustee shall select the Bonds to be redeemed among the Holders of the Bonds in compliance with the requirements of the
principal national securities exchange, if any, on which the Bonds are listed or, if the Bonds are not so listed, on apro ratabasis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In the event of partial redemption by lot, the particular Bonds to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Bonds not previously called for redemption.

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The
Trustee shall promptly notify the Company of the Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be
redeemed. Bonds and portions of Bonds selected shall be in amounts of $100,000 or whole multiples of $1,000 in excess thereof; except that if all of the Bonds of a Holder are to be redeemed, the
entire outstanding amount of Bonds held by such Holder, even if not in the amount of $100,000 or a multiple of $1,000 in excess thereof, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Bonds called for redemption also apply to portions of Bonds called for redemption.

SECTION 3.3    NOTICE OF REDEMPTION

At
least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Bonds are to be redeemed at its registered address.

The
notice shall identify the Bonds to be redeemed and shall state:



At
the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense;provided, however, that the Company shall
have delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter time period
acceptable to the Trustee), an Officer's Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.4    EFFECT OF NOTICE OF REDEMPTION

Once
notice of redemption is mailed in accordance with Section 3.3 hereof, Bonds called for redemption become irrevocably due and payable on the redemption date at the redemption
price. A notice of redemption may not be conditional.

SECTION 3.5    DEPOSIT OF REDEMPTION PRICE

One
Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on
all Bonds to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all Bonds to be redeemed.

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If
the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Bonds or the portions of Bonds called for
redemption. If a Bond is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose
name such Bond was registered at the close of business on such record date. If any Bond called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company
to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Bonds and in Section 4.1 hereof.

SECTION 3.6    BONDS REDEEMED IN PART

Upon
surrender of a Bond that is redeemed in part, the Company shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of
the Company a new Bond equal in principal amount to the unredeemed portion of the Bond surrendered.

SECTION 3.7    OPTIONAL REDEMPTION

The
Bonds shall be subject to optional redemption at any time at a Redemption Price equal to the outstanding principal amount of the Bonds to be redeemed plus all accrued and unpaid
interest thereon to the Redemption Date, plus the Make-Whole Premium, if any.

SECTION 3.8    MANDATORY REDEMPTION

The
Bonds will be subject to mandatory redemption upon the occurrence of a Recovery Event with respect to the Facilities, other than with respect to amounts received by the Owner Lessor
in connection with a Recovery Event for which the Facility Lessee elects to restore or replace the asset or assets in respect of which such Recovery Event occurred and a Reinvestment Notice is
provided to the Collateral Agent and the Trustee within 45 days of such Recovery Event (provided that, with respect to any Recovery Event of $50 million or more, the Independent Engineer
shall have certified as to the reasonableness, in light of Prudent Industry Practice, of the Facility Lessee's repair and replacement plans as set forth in the Facility Lessee's Reinvestment Notice
relating to such Recovery Event). Any mandatory redemption of the Bonds will be without premium or penalty at a Redemption Price equal to the unpaid principal amount thereof plus accrued and unpaid
interest thereon to the Redemption Date.

SECTION 3.9    NOTICES TO BONDHOLDERS BY LEASE INDENTURE TRUSTEE

All
provisions with respect to notices to the Bondholders will be deemed to have been satisfied by delivery of such notice to the Bondholders by the Lease Indenture Trustee or the Owner
Lessor in compliance with the provisions of this Article III. In addition, all notices provided to the Company under this Indenture must also be provided by the Trustee to the Owner Lessor,
Security Agent, Facility Lessee and Lease Indenture Trustee.

ARTICLE 4.  COVENANTS

SECTION 4.1    PAYMENT OF BONDS

The
Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Bonds on the dates and in the manner provided in the Bonds. Principal, premium, if any,
and interest shall be considered paid on the date due if the Paying Agent, if other than the Company, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

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The
Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess
of the then applicable interest rate on the Bonds to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 4.2    MAINTENANCE OF OFFICE OR AGENCY

The
Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Bonds may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Bonds and this Indenture
may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

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

The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with this Section and Section 2.3.

SECTION 4.3    INFORMATION REQUIREMENTS

(a)  The
Company shall furnish or cause to be furnished to the Trustee, all information that it receives pursuant to Section 5.1 of the Participation Agreement, provided, howeverthat the Company is not
obligated to provide such information if it has been provided to the Trustee directly by Homer City.

SECTION 4.4    STAY, EXTENSION AND USURY LAWS

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

SECTION 4.5    LIMITATION ON SUBSIDIARIES AND INVESTMENTS

The
Company shall not create or acquire any Subsidiary.

SECTION 4.6    LIMITATION ON INCURRENCE OF INDEBTEDNESS

The
Company shall not, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any indebtedness other than Permitted Indebtedness.

"Permitted Indebtedness" shall mean Indebtedness incurred in respect of the Bonds.

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Accrual
of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for
purposes of this Section 4.6.

SECTION 4.7    LIMITATION OF SALE OF ASSETS

The
Company shall not sell, transfer, convey, lease or otherwise dispose of any assets.

SECTION 4.8    LIMITATION ON TRANSACTIONS WITH AFFILIATES

The
Company shall not enter into any transaction or arrangement, whether or not in the ordinary course of business, with any Affiliates of the Company;provided
howeverthat any transaction between the Company and Wilmington Trust Company as the sole member of the Company consistent with the terms of the limited liability company
agreement as in effect on the date hereof of the Company will not be deemed to be an affiliate transaction for purposes of this Section 4.8.

SECTION 4.9    LIMITATION ON LIENS

The
Company shall not create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind upon any of its property or assets, now owned or hereafter
acquired, other than Permitted Liens.

The
provisions of the first paragraph of this Section 4.9 shall not apply to the incurrence of any of the following types of Liens (collectively,
"Permitted Liens"):



SECTION 4.10    LIMITATION ON BUSINESS ACTIVITIES

The
Company shall not engage in any business or conduct any activities other than payment on and other obligations in respect of the Bonds as set forth in Section 4.1.

SECTION 4.11    MAINTENANCE OF EXISTENCE

The
Company shall at all times (i) maintain its respective existence in good standing under the laws of Delaware and (ii) maintain and renew all of its respective rights,
powers, privileges and franchises in all material respects.

SECTION 4.12    PAYMENTS FOR CONSENT

The
Company shall not directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Bonds for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Bonds unless such consideration is offered to be paid or is paid to all Holders of the Bonds that
consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.13    COMPLIANCE WITH LAWS

The
Company shall comply with all applicable laws, acts, rules, regulations, permits, orders and requirements of any legislative, executive, administrative or judicial body relating to
the Company in all material respects.

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SECTION 4.14    PERFECTION OF SECURITY INTERESTS

Upon
receipt of written instructions from the Trustee, the Company shall undertake, or shall cause to be undertaken, such specified actions as may be necessary or appropriate in the
reasonable judgement of the Trustee to (a) maintain the security interest in the Collateral in full force and effect (including the priority thereof) and (b) preserve and protect the
Collateral and protect and enforce the Company's rights and title to the Collateral including, without limitation, the making or delivery of all filings and recordations, the payment of fees and other
charges and the issuance of supplemental documentation for such purposes. The Trustee shall undertake to provide the Company with the written instructions required herein, however, failure by the
Trustee, for any reason, to provide such written instructions shall not, in any way, negate or override the Company's covenant to preserve, or cause to be preserved,the security interests granted
under this Indenture.

SECTION 4.15    CONSENT PAYMENT

Until
the Consent Payment is paid in accordance with this Section 4.15, the Company shall maintain with the Trustee the Consent Payment Account. On the Expiration Date, the
Trustee shall deposit the Consent Payment it has received pursuant to Section 2.3(d) of each Participation Agreement into the Consent Payment Account. The Trustee shall pay the aggregate amount
of the Consent Payment to each Holder of the Bonds who had consented to the Proposals as described in the Consent Solicitation Statement on or prior to the Expiration Date its portion of the Consent
Payment within five (5) Business Days of the Expiration Date.

ARTICLE 5.  SUCCESSORS

SECTION 5.1    LIMITATION ON MERGER, CONSOLIDATION AND SALE OF SUBSTANTIALLY ALL ASSETS

The
Company shall not, directly or indirectly, consolidate or merge with or into any other person (whether or not the Company is the surviving corporation), or sell, assign, convey,
lease, transfer or otherwise dispose of, all or substantially all of its properties or assets in one or a series of transactions, to any Person or Persons.

ARTICLE 6.  EVENTS OF DEFAULT

SECTION 6.1    EVENTS OF DEFAULT

Each
of the following shall constitute an Event of Default hereunder:



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SECTION 6.2    ACCELERATION

If
any Event of Default (other than an Event of Default specified in clause (c) or (d) of Section 6.1 hereof with respect to the Company) occurs and is continuing,
the Trustee may, and upon written direction of the Holders of at least 331/3% (in the case of any Event of Default specified in clause (a) of Section 6.1 hereof) or 50%
(in the case of any other Event of Default) in principal amount of the then outstanding Bonds shall, declare, by written notice to the Company, all the Bonds to be due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (c) or (d) of Section 6.1 hereof occurs with respect to the Company, all outstanding Bonds shall be due
and payable without further action or notice. Holders of the Bonds may not enforce this Indenture or the
Bonds except as provided in this Indenture. The Trustee may withhold from Holders of the Bonds notice of any continuing Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice is in their best interest. The Holders of at least 662/3% in aggregate principal amount of the then
outstanding Bonds by notice to the Trustee may on behalf of the Holders of all of the Bonds rescind an acceleration and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

The
Holders of a majority in aggregate principal amount of the Bonds then outstanding by notice to the Trustee may on behalf of the Holders of all of the Bonds waive any existing Default
or Event of Default and its consequences under this Indenture except (i) a continuing Default or Event of Default in the payment of principal of, premium, if any, or interest on, the Bonds
(including in connection with an offer to purchase) and (ii) an Event of Default specified in clause (c) or (d) of Section 6.1 hereof.

SECTION 6.3    OTHER REMEDIES

If
an Event of Default occurs and is continuing, the Trustee, in its sole discretion, may pursue any available remedy to collect the payment of principal, premium, if any, or interest on
the Bonds or to enforce the performance of any provision of the Bonds or this Indenture.

The
Trustee may maintain a proceeding even if it does not possess any of the Bonds or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of
a Bond in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy

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or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.4    WAIVER OF PAST DEFAULTS

Upon
any waiver of any existing Default or Event of Default pursuant to the second paragraph of Section 6.2, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 6.5    CONTROL BY MAJORITY

Holders
of a majority in principal amount of the then outstanding Bonds may direct the time, method and place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Bonds or that may involve the Trustee in personal liability. The Trustee may take any other action consistent with this Indenture relating to any such
direction.

SECTION 6.6    LIMITATION ON SUITS

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



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

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SECTION 6.7    RIGHTS OF HOLDERS OF BONDS TO RECEIVE PAYMENT

Notwithstanding
any other provision of this Indenture, the right of any Holder of a Bond, which is absolute and unconditional, to receive payment of principal, premium, if any, and
interest on the Bond, on or after the respective due dates expressed in the Bond (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or
after such respective dates, or the obligation of the Company, which is also absolute and unconditional, to pay the principal of, premium, if any, and interest on the Bond to such Holder at the time
and place set forth in the Bond, shall not be impaired or affected without the consent of such Holder.

SECTION 6.8    COLLECTION SUIT BY TRUSTEE

If
an Event of Default specified in Section 6.1(a) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Bonds and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and
counsel.

SECTION 6.9    TRUSTEE MAY FILE PROOFS OF CLAIM

The
Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Bonds allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Bonds), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under or in connection with this Indenture. To the extent that the payment of any such compensation, fees, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under or in connection with this Indenture out of the
estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a perfected, first priority Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise,
and such Lien in favor of a predecessor Trustee shall be senior to the Lien in favor of the current Trustee. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 6.10    PRIORITIES

If
the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:



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

SECTION 6.11    FOR COSTS

In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Bond pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the
then outstanding Bonds.

ARTICLE 7.  TRUSTEE

SECTION 7.1    DUTIES OF TRUSTEE

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

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



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



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

(e)  No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any
of its rights and powers

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under this Indenture at the request or direction of any Holders, unless such Holder shall have offered and, if requested, provided to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.

(f)    The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held or deposited with the
Trustee for the benefit of the Holders shall be held in a segregated account maintained or controlled by the Trustee.

SECTION 7.2    RIGHTS OF TRUSTEE

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

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

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

(d)  The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it
by this Indenture.

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

(f)    The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless
such Holders shall have offered and, if requested, provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction.

(g)  No
permissive right of the Trustee to act hereunder shall be construed as a duty.

(h)  Whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers Certificate, an Opinion of Counsel, or both.

SECTION 7.3    INDIVIDUAL RIGHTS OF TRUSTEE

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

SECTION 7.4    TRUSTEE'S DISCLAIMER

The
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Bonds or the Registration Rights Agreement; it shall not be

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accountable for the Company's use of the proceeds from the Bonds or any money paid to the Company or upon the Company's direction under any provision of this Indenture; it shall not be responsible
for the use or application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Bonds or any other document in connection with the sale of the Bonds or pursuant to this Indenture
other than its certificate of authentication.

SECTION 7.5    NOTICE OF DEFAULTS

If
a Default or an Event of Default occurs and is continuing and if the Trustee receives written notice thereof, the Trustee shall (at the expense of the Company) mail to Holders of
Bonds a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or an Event of Default in payment of principal of, premium, if any, or interest
on any Bond or Lessor Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of
the Holders of the Bonds.

SECTION 7.6    REPORTS BY TRUSTEE TO HOLDERS OF THE BONDS

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

A
copy of each report at the time of its mailing to the Holders of Bonds shall be mailed to the Company and filed with the Commission and each stock exchange on which the Bonds are
listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Bonds are listed on any stock exchange.

SECTION 7.7    COMPENSATION AND INDEMNITY

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

The
obligations of the Company to the Trustee under this Indenture shall survive the satisfaction and discharge of this Indenture.

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

When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(c) or (d) hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

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

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SECTION 7.8    REPLACEMENT OF TRUSTEE

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

The
Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of Bonds of a majority in principal amount of the
then outstanding Bonds may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may by a Board Resolution remove the Trustee if:



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

If
a successor Trustee does not take office within 60 days after a vacancy exists in the office of Trustee, the Company, or the Holders of Bonds of at least 10% in principal
amount of the then outstanding Bonds may petition any court of competent jurisdiction for the appointment of a successor Trustee.

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

A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of
the Bonds. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee,providedall sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company's
obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.9    SUCCESSOR TRUSTEE BY MERGER, ETC

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

SECTION 7.10    ELIGIBILITY; DISQUALIFICATION

There
shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is
authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or
state authorities and that together with its direct parent, if any, or in the case of a corporation included in a bank holding company system, its related bank holding company, has a combined capital
and surplus of at least $50 million as set forth in its most recent published annual report of condition.

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

SECTION 7.11    PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

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

SECTION 7.12    OTHER CAPACITIES

All
references in this Indenture to the Trustee shall be deemed to refer to the Trustee in its capacity as Trustee and in its capacities as any Agent, to the extent acting in such
capacities, and every provision of this Indenture relating to the conduct or affecting the liability or offering protection, immunity or indemnity to the Trustee shall be deemed to apply with the same
force and effect to the Trustee acting in its capacities as any Agent.

ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1    OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE

The
Company may, at its option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Bonds upon compliance with the conditions set forth
below in this Article 8.

SECTION 8.2    LEGAL DEFEASANCE AND DISCHARGE

Upon
the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company shall, subject to the satisfaction of the conditions set
forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Bonds on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance"). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Bonds, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and the
other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Bonds and this Indenture (and the Trustee, on demand of and
at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:
(a) the rights of Holders of outstanding Bonds to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest on such Bonds when such payments are due, (b) the Company's obligations with respect to such Bonds under Article 2 and Section 4.1
hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and any Agent hereunder and the Company's obligations in connection therewith, including, without limitation,
Article 7 and Section 8.5 and 8.7 hereunder, and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this
Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof.

SECTION 8.3    COVENANT DEFEASANCE

Upon
the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Company shall, subject to the satisfaction of the conditions set
forth in Section 8.4 hereof, be released from its obligations under the covenants contained in Sections 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.13 and 5.1 hereof with respect to the outstanding
Bonds on and after the date the conditions set forth in Section 8.4 are satisfied (hereinafter, "Covenant Defeasance"), and the Bonds shall
thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but
shall continue to

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be deemed "outstanding" for all other purposes hereunder (it being understood that such Bonds shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Bonds, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the
remainder of this Indenture and such Bonds shall be unaffected thereby. In addition, upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.3
hereof, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(d) through 6.1(f) hereof shall not constitute Events of Default.

SECTION 8.4    CONDITIONS TO LEGAL OR COVENANT DEFEASANCE

The
following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Bonds:

In
order to exercise either Legal Defeasance or Covenant Defeasance:



41

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SECTION 8.5    DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS

Subject
to Section 8.6 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Bonds
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Bonds and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as Paying Agent), to the Holders of such Bonds of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

The
Company agrees to pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Bonds.

Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or
non-callable Government Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

SECTION 8.6    REPAYMENT TO COMPANY

Any
money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of, premium, if any, or interest on any Bond and remaining
unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Bond shall thereafter, as a secured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be
published once, in The New York Times and The Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

42

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SECTION 8.7    REINSTATEMENT

If
the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.2 or 8.3 hereof, as the
case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this
Indenture and the Bonds shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted by
such court or governmental authority to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be;provided, however, that,
 if the Company makes any payment of principal of, premium, if any, or interest on any Bond following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Bonds to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1    WITHOUT CONSENT OF HOLDERS OF BONDS

Notwithstanding
Section 9.2 of this Indenture, the Company and the Trustee may amend or supplement this Indenture, the Bonds or any Financing Document without the consent of any
Holder of a Bond:



Upon
the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the
documents described in Section 7.2 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture
that affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.2    WITH CONSENT OF HOLDERS OF BONDS

Except
as provided below in this Section 9.2, the Company and the Trustee may amend or supplement this Indenture and the Bonds may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the Bonds then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Bonds), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or an Event of Default in the payment of the
principal of, premium, if any, or interest on the Bonds, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the
Bonds may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Bonds voting as a single class (including consents obtained in connection with a tender
offer or exchange offer for, or
purchase of, the Bonds). Section 2.8 hereof shall determine which Bonds are considered to be "outstanding" for purposes of this Section 9.2.

43

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Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Bonds as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee shall join with
the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

It
shall not be necessary for the consent of the Holders of Bonds under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be
sufficient if such consent approves the substance thereof.

After
an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Bonds affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture
or waiver. Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the Bonds then outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Bonds. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with
respect to any Bonds held by a non-consenting Holder):



SECTION 9.3    COMPLIANCE WITH TRUST INDENTURE ACT

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

SECTION 9.4    REVOCATION AND EFFECT OF CONSENTS

Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Bond is a continuing consent by the Holder of a Bond and every subsequent Holder of a Bond or
portion of a Bond that evidences the same debt as the consenting Holder's Bond, even if notation of the consent is not made on any Bond. However, any such Holder of a Bond or subsequent Holder of a

44

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Bond may revoke the consent as to its Bond if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.

SECTION 9.5    NOTATION ON OR EXCHANGE OF BONDS

The
Trustee may place an appropriate notation about an amendment, supplement or waiver on any Bond thereafter authenticated. The Company in exchange for a Bond may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Bonds that reflect the amendment, supplement or waiver.

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

SECTION 9.6    TRUSTEE TO SIGN AMENDMENTS, ETC

The
Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the sole member of the Company approves it. In executing any amended or supplemental
indenture, the Trustee shall be entitled to receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 10.4
hereof, an Officer's Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

SECTION 9.7    ACTIONS WITH RESPECT TO PLEDGED NOTES

The
Company shall take action and give consents, waivers and otherwise vote with respect to the Pledged Notes and the Lease Indentures in accordance with the direction of the Holders.
The principal amount of Pledged Notes that the Company shall vote on pursuant to which the Company shall direct any action shall be in proportion to the principal amount of Bonds, voting as a single
class, so voting or directing the Company and taking the corresponding position.

ARTICLE 10.  MISCELLANEOUS

SECTION 10.1    TRUST INDENTURE ACT CONTROLS

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

SECTION 10.2    NOTICES

Any
notice or communication by the Company or the Trustee to the others is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return
receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others' address



45

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

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

Any
notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except for notices or
communications to the Trustee, which shall be effective only upon actual receipt thereof.

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

SECTION 10.3    COMMUNICATION BY HOLDERS OF BONDS WITH OTHER HOLDERS OF BONDS

The
Trustee will comply with TIA § 312(b) and the Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this
Indenture or the Bonds. The Company, the Trustee, the Registrar and anyone else, as applicable, shall have the protection of TIA § 312(c).

SECTION 10.4    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

Upon
any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee, if so requested by the Trustee:



46

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SECTION 10.5    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

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



SECTION 10.6    RULES BY TRUSTEE AND AGENTS

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

SECTION 10.7    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS

No
director, officer, employee, incorporator, shareholder, member, manager, agent or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under
the Bonds, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Bonds by accepting a Bond waives and releases all such liability
and agrees that all
recourse against the Company shall be limited solely to the Collateral. The waiver and release are part of the consideration for issuance of the Bonds. Such waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

SECTION 10.8    GOVERNING LAW

THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE BONDS.

SECTION 10.9    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

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

SECTION 10.10    SUCCESSORS

All
agreements of the Company in this Indenture and the Bonds shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

47

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SECTION 10.11    SEVERABILITY

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

SECTION 10.12    COUNTERPART ORIGINALS

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

SECTION 10.13    TABLE OF CONTENTS, HEADINGS, ETC

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

SECTION 10.14    EFFECTIVENESS OF THIS INDENTURE

Notwithstanding
the execution and delivery of this Indenture by the Company and the Trustee, this Indenture shall become effective only upon the consummation of the
Sale-Leaseback Transaction (the "Effective Date"). The Initial Indenture will remain in effect until the Sale-Leaseback Transaction is consummated. Upon the effectiveness of
this Indenture, the Initial Indenture shall be terminated and all obligations of Holdings or the Trustee thereunder shall be discharged and the Initial Indenture shall be replaced by this Indenture,
and every Holder of Bonds heretofore or hereafter authenticated and delivered under the Initial Indenture or this Indenture shall be bound hereby. Notwithstanding the foregoing provisions of this
Section 10.14, if the Sale-Leaseback Transaction is not consummated and the Consent Payment is not made within five Business Days after the Expiration Date, this Indenture will
become null and void.

[Signatures
on following page]

48

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SIGNATURES

Dated
as of December 7, 2001

| |  | HOMER CITY FUNDING LLC          
| |  | --------------------------------
| |  | By:                             
| |  | Name:                           
| |  | Title:                          
| |  | THE BANK OF NEW YORK, as Trustee
| |  | By:                             
| |  | Name:                           
| |  | Title:                          

---

CROSS-REFERENCE TABLE*

|Trust Indenture Act Section |                  |  |  | Indenture Section
|--------------------------- | ---------------- |  |  | -----------------
|310(a                       | )(1)             |  |  | 7.10             
|(a                          | )(2)             |  |  | 7.10             
|(a                          | )(3)             |  |  | N.A.             
|(a                          | )(4)             |  |  | N.A.             
|(a                          | )(5)             |  |  | 7.10             
|(b                          | )                |  |  | 7.3, 7.10        
|(c                          | )                |  |  | N.A.             
|311(a                       | )                |  |  | 7.11             
|(b                          | )                |  |  | 7.11             
|(c                          | )                |  |  | N.A.             
|312(a                       | )                |  |  | 2.5              
|(b                          | )                |  |  | 10.3             
|(c                          | )                |  |  | 10.3             
|313(a                       | )                |  |  | 7.6              
|(b                          | )(1)             |  |  | 7.6, 7.7         
|(b                          | )(2)             |  |  | 7.6, 7.7         
|(c                          | )                |  |  | 7.6, 10.2        
|(d                          | )                |  |  | 7.6              
|314(a                       | )                |  |  | 4.3; 10.2        
|(b                          | )                |  |  | N.A.             
|(c                          | )(1)             |  |  | 10.4             
|(c                          | )(2)             |  |  | 10.4             
|(c                          | )(3)             |  |  | N.A.             
|(e                          | )                |  |  | 10.5             
|(f                          | )                |  |  | N.A.             
|315(a                       | )                |  |  | 7.1              
|(b                          | )                |  |  | 7.5
10.2         
|(c                          | )                |  |  | 7.1              
|(d                          | )                |  |  | 7.1              
|(e                          | )                |  |  | 6.11             
|316(a                       | )(last sentence) |  |  | 2.9              
|(a                          | )(1)(A)          |  |  | 6.5              
|(a                          | )(1)(B)          |  |  | 6.4              
|(a                          | )(2)             |  |  | NA.              
|(b                          | )                |  |  | 6.7              
|(c                          | )                |  |  | 2.12             
|317(a                       | )(1)             |  |  | 6.8              
|(a                          | )(2)             |  |  | 6.9              
|(b                          | )                |  |  | 2.4              
|318(a                       | )                |  |  | 10.1             
|(b                          | )                |  |  | N.A.             
|(c                          | )                |  |  | 10.1             

N.A.
means not applicable.

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

---



EXHIBIT A-1(Face of Bond)

[Insert the Global Bond Legend, if applicable pursuant to the provisions of the Indenture][Insert the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture][Insert DTC Legend]

CUSIP/CINS

[8.137] [8.734]% Senior Secured Bond due [2019] [2026]

|No. |  | $
|--- |  | -

Homer City Funding LLC

promises to pay to

or
registered assigns,

the
principal sum of

Dollars in a series of installments as specified below with a final payment date of

Payment
Dates: April 1 and October 1

Record
Dates: March 15 and September 15

Homer City Funding LLCBY:Name:Title:BY:Name:Title:


This is one of the Global
Bonds referred to in the
within-mentioned Indenture:

|THE BANK OF NEW YORK,
as successor Trustee |  | 
|------------------------------------------ |  | 
|By:                                        |  | 
|Name:                                      |  | 
|Title:                                     |  | 

A-1-1

---

(Back of Bond)

[8.137] [8.734]% Senior Secured Bond due [2019] [2026]

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

1.INTEREST.Homer City Funding LLC (the "Company"), a Delaware
limited liability company, promises to pay interest on the principal amount of this Bond at [8.137] [8.734]% per annum from December    ,
2001 until maturity, as adjusted pursuant to Section 4 of the Registration Rights Agreement referred to below. The Company shall pay interest semi-annually on April 1 and
October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each a "Payment Date"). Interest on the
Bonds will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;providedthat
if there is no existing Default in the payment of interest, and if this Bond is authenticated between a record date referred to on the face hereof and the next succeeding Payment Date, interest shall
accrue from such next succeeding Payment Date;provided,further, that the first Payment Date shall be
April 1, 2002. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

2.PRINCIPAL.The principal of this Bond shall be due and payable in consecutive semi-annual
installments on each Payment Date, commencing on April 1, 2004, and ending on the Payment Date for the final installment of principal set forth above, and each such installment of principal
shall be in the amount, if any, set forth in Schedule 1 attached hereto in the column headed "Scheduled Principal Amount Payable" with respect to the date of such installment, providedthat the
final installment of principal shall be equal to the then unpaid principal balance of the Bond.

3.METHOD OF PAYMENT.The Company will pay interest or principal due on the Bonds (except defaulted interest) to
the Persons who are registered Holders of Bonds at the close of business on the March 15 or September 15 next preceding the Payment Date, even if such Bonds are canceled after such
record date and on or before such Payment Date, except as provided in Section 2. 12 of the Indenture (as herein defined) with respect to defaulted interest. The Bonds will be payable as to
principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose within the City and State of New York, or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that all payments of principal, premium, if any, and interest with respect to Bonds the
Holders of which have given wire transfer instructions to the Company at least ten business days prior to the applicable payment date will be required to be made by wire transfer of immediately
available funds to the accounts specified by the Holders thereof. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts.

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

5.INDENTURE.The Company issued the Bonds under an Indenture dated as of May 27, 1999, as amended or
supplemented from time to time ("Indenture"), between the Company and the Trustee. The terms of the Bonds include those stated in the Indenture and
those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Bonds are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement

A-1-2

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of such terms. To the extent any provision of this Bond conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Series
[8.137] [8.734]% Senior Secured Bonds due [2019] [2026] are obligations of the Company limited to
[$    ] million in aggregate principal amount.

6.OPTIONAL REDEMPTION.The Bonds shall be subject to optional redemption at any time at a Redemption Price
equal to the outstanding principal amount of the Bonds to be redeemed plus all accrued and unpaid interest thereon to the Redemption Date, plus the Make-Whole Premium, if any.

7.MANDATORY REDEMPTION.The Bonds will be subject to mandatory redemption upon the occurrence of a Recovery
Event with respect to the Facilities, other than with respect to amounts received by the Owner Lessor in connection with a Recovery Event for which the Facility Lessee elects to restore or replace the
asset or assets in respect of which such Recovery Event occurred and a Reinvestment Notice is provided to the Collateral Agent and the Trustee within 45 days of such Recovery Event (provided
that, with respect to any Recovery Event of $50 million or more, the Independent Engineer shall have certified as to the reasonableness of the Facility Lessee's repair and replacement plans as
set forth in the Facility Lessee's Reinvestment Notice relating to such Recovery Event). Any mandatory redemption of the Bonds will be without premium or penalty at a Redemption Price equal to the
unpaid principal amount thereof plus accrued and unpaid interest thereon to the Redemption Date.

8.NOTICE OF REDEMPTION.Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder whose Bonds are to be redeemed at its registered address. Bonds in denominations larger than $100,000 may be redeemed in part but only in whole
multiples of $l,000 in excess thereof, unless all of the Bonds held by a Holder are to be redeemed. On and after the redemption date, interest ceases to accrue on Bonds or portions thereof called for
redemption.

9.DENOMINATIONS, TRANSFER, EXCHANGE.The Bonds are in registered form without coupons in denominations of
$100,000 and integral multiples of $1,000 in excess thereof. The transfer of Bonds may be registered and Bonds may be exchanged as provided in the Indenture. The Registrar and the Trustee may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Bond or portion of a Bond selected for redemption, except for the unredeemed portion of any Bond being redeemed in part. Also, the Company
need not exchange or register the transfer of any Bonds for a period of 15 days before a selection of bonds to be redeemed or during the period between a record date and the next succeeding
Payment Date.

10.PERSONS DEEMED OWNERS.The registered Holder of a Bond may be treated as its owner for all purposes.

11.AMENDMENT, SUPPLEMENT AND WAIVER.Subject to certain exceptions, the Indenture or the Bonds may be amended
or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Bonds voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Bonds may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Bonds voting as a single class. Without the consent of
any Holder of a Bond, the Indenture, the Bonds or any Financing Document may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for uncertificated Bonds in
addition to or in place of certificated Bonds or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not affect any Holder, to
provide for the assumption of the Company's obligations to Holders of the Bonds in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the
Holders of the Bonds or that does not adversely affect the legal rights under the Indenture of any

A-1-3

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such Holder or to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture or any Security Document under the Trust Indenture Act.

12.DEFAULTS AND REMEDIES.An "Event of Default" occurs if there is the occurrence of any of the following:
(i) default for 5 business days in the payment when due of any principal of, premium, if any, or interest on the Bonds; (ii) failure by the Company to comply with the provisions
described under Sections 4.6, 4.7, 4.9 4.10, 4.11 or 5.1 of the Indenture, and such failure shall continue uncured for 30 or more days from the date an authorized officer of the Company receives
actual notice thereof; (iii) the failure by the Company to comply with any of its agreements in this Indenture and such failure shall continue uncured for 60 or more days from the date an
authorized officer of the Company receives actual notice thereof (or to the extent the Default is curable but cannot be cured within such 60 day period, so long as the Company provides an
Officer's Certificate to the Trustee stating that it is diligently pursuing a cure, such longer period of time which may be necessary in good faith to cure the same, but in no event to exceed
90 days), (iv) certain events of bankruptcy or insolvency with respect to the Company; and (v) any Lease Indenture Event of Default. If any Event of Default (other than an Event
of Default specified in clause (c) or (d) of Section 6.1 of the Indenture with respect to the Company) occurs and is continuing, the Trustee may, and upon the written direction of
the Holders of at least 331/3% (in the case of any Event of Default specified in clause (i) above) or 50% (in the case of any other Event of Default) in principal amount of the
then outstanding Bonds shall, declare, by written notice to the Company all the Bonds to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain
events of bankruptcy or insolvency, with respect to the Company, all outstanding Bonds shall be due and payable without further action or notice. Holders may not enforce the Indenture or the Bonds
except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Bonds may in writing direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders of the Bonds notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Bonds then outstanding by written notice to the Trustee may on
behalf of the Holders of all of the Bonds waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, the Bonds.

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

14.NO RECOURSE AGAINST OTHERS.No director, officer, employee, incorporator or shareholder, member, manager,
agent or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under the Bonds, the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Bond waives and releases all such liability and agrees that all recourse against the Company shall be limited solely to the Collateral. The
waiver and release are part of the consideration for the issuance of the Bonds. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.

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

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

A-1-4

---

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

18.GUARANTEES AND SECURITY.This Bond will be entitled to the benefits of certain security interests created
for the benefit of the Holders and holders of other senior indebtedness of the Company. Reference is hereby made to the Security Documents for a statement of the security interests granted therein.

The
Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:



19.COUNTERPARTS.This Bond may be executed by one or more of the parties to this Bond on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

20.GOVERNING LAW.THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE
AND THIS BOND.

A-1-5

---

SCHEDULE OF SCHEDULED PAYMENTS OF PRINCIPAL

[Attach
the following table for Series A Bonds]

|PRINCIPAL PAYMENT DATES     |  | PERCENTAGE OF PRINCIPAL AMOUNT
PAYABLE ON EACH PRINCIPAL PAYMENT DATE
|--------------------------- |  | ---------------------------------------------------------------------
|April 1 and October 1, 2004 |  | 1.000%                                                               
|April 1 and October 1, 2005 |  | 2.000%                                                               
|April 1 and October 1, 2006 |  | 2.000%                                                               
|April 1 and October 1, 2007 |  | 2.500%                                                               
|April 1 and October 1, 2008 |  | 3.000%                                                               
|April 1 and October 1, 2009 |  | 3.000%                                                               
|April 1 and October 1, 2010 |  | 3.000%                                                               
|April 1 and October 1, 2011 |  | 3.000%                                                               
|April 1 and October 1, 2012 |  | 3.000%                                                               
|April 1 and October 1, 2013 |  | 3.000%                                                               
|April 1 and October 1, 2014 |  | 3.000%                                                               
|April 1 and October 1, 2015 |  | 4.000%                                                               
|April 1 and October 1, 2016 |  | 4.000%                                                               
|April 1 and October 1, 2017 |  | 5.000%                                                               
|April 1 and October 1, 2018 |  | 5.000%                                                               
|April 1 and October 1, 2019 |  | 3.500%                                                               

[Attach
the following table for Series B Bonds]

|PRINCIPAL PAYMENT DATES     |  | PERCENTAGE OF PRINCIPAL AMOUNT
PAYABLE ON EACH PRINCIPAL PAYMENT DATE
|--------------------------- |  | ---------------------------------------------------------------------
|April 1 and October 1, 2004 |  | 0.055%                                                               
|April 1 and October 1, 2005 |  | 0.480%                                                               
|April 1 and October 1, 2006 |  | 0.590%                                                               
|April 1 and October 1, 2007 |  | 0.375%                                                               
|April 1 and October 1, 2008 |  | 0.375%                                                               
|April 1 and October 1, 2009 |  | 0.415%                                                               
|April 1 and October 1, 2010 |  | 1.000%                                                               
|April 1 and October 1, 2011 |  | 1.750%                                                               
|April 1 and October 1, 2012 |  | 2.000%                                                               
|April 1 and October 1, 2013 |  | 1.250%                                                               
|April 1 and October 1, 2014 |  | 1.500%                                                               
|April 1 and October 1, 2015 |  | 2.000%                                                               
|April 1 and October 1, 2016 |  | 2.000%                                                               
|April 1 and October 1, 2017 |  | 2.000%                                                               
|April 1 and October 1, 2018 |  | 2.000%                                                               
|April 1 and October 1, 2019 |  | 2.500%                                                               
|April 1 and October 1, 2020 |  | 3.500%                                                               
|April 1 and October 1, 2021 |  | 3.500%                                                               
|April 1 and October 1, 2022 |  | 3.500%                                                               
|April 1 and October 1, 2023 |  | 4.000%                                                               
|April 1 and October 1, 2024 |  | 4.000%                                                               
|April 1 and October 1, 2025 |  | 5.000%                                                               
|April 1 and October 1, 2026 |  | 6.210%                                                               

A-1-6

---

ASSIGNMENT FORM

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

|                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                            
|(Insert assignee's soc. sec. or tax I.D. no.)                                                                               
|                                                                                                                            
|                                                                                                                            
|                                                                                                                            
|                                                                                                                            
|(Print or type assignee's name, address and zip code)                                                                       
|and irrevocably appoint

to transfer this Bond on the books of the Company. The agent may substitute another to act for him.
|                                                                                                                            

Date:

|                                  | Your signature:                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  | (Sign exactly as your name appears on the face of this Bond)                                                                                                                                                                                                                                                                                                                                            
|                                  | Tax Identification No.:                                                                                                                                                                                                                                                                                                                                                                                 
|                                  | SIGNATURE GUARANTEE:                                                                                                                                                                                                                                                                                                                                                                                    
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                         
|                                  | Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
|Exchange Act of 1934, as amended. |                                                                                                                                                                                                                                                                                                                                                                                                         

A-1-7

---



SCHEDULE  OF EXCHANGES OF INTERESTS IN THE GLOBAL  BOND(1)

The
following exchanges of apart of this Global
Bond for an interest in another Global Bond or
for a Definitive Bond, or exchanges of a part
of another Global Bond or Definitive Bond for
an interest in this Global Bond, have been
made:

|Date of Exchange |  | Amount of
decrease in
Principal Amount
Of this Global Bond |  | Amount of increase
in Principal
Amount of this
Global Bond |  | Principal Amount
of this Global Bond
following such
decrease (or increase |  | Signature of
authorized officer
of Trustee or
Custodian
|---------------- |  | ---------------------------------------------------------- |  | ---------------------------------------------------------- |  | ------------------------------------------------------------------------- |  | -------------------------------------------------------
|                 |  |                                                            |  |                                                            |  |                                                                           |  |                                                        
|                 |  |                                                            |  |                                                            |  |                                                                           |  |                                                        

---

A-1-8

---



EXHIBIT A-2

(Face of Regulation S Temporary Global Bond)

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL BOND, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED BONDS, ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL BOND SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR BONDS IN DEFINITIVE FORM, THIS BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE
BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1)
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

A-2-1

---

ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

CUSIP/CINS

[8.137] [8.734]% Senior Secured Bond due [2019] [2026]

|No. |  | $
|--- |  | -

Homer City Funding LLC

promises to pay to

or
registered assigns,

the
principal sum of

Dollars in a series of installments as specified below with a final payment date of

Payment
Dates: April 1 and October 1

Record
Dates: March 15 and September 15

Homer City Funding LLCBY:Name:Title:BY:Name:Title:


This is one of the Global
Bonds referred to in the
within-mentioned Indenture:

|THE BANK OF NEW YORK,
as successor Trustee |  | 
|------------------------------------------ |  | 
|By:                                        |  | 
|Name:                                      |  | 
|Title:                                     |  | 

A-2-2

---

(Back of Regulation S Temporary Global Bond)

[8.137] [8.734%] Senior Secured Bond due [2019] [2026]

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

1.INTEREST.    Homer City Funding LLC (the "Company"), a Delaware limited liability company, promises to pay
interest on the principal amount of this Bond at [8.137] [8.734]% per annum from December    , 2001 until maturity, as adjusted pursuant to
Section 4 of the Registration Rights Agreement referred to below. The Company shall pay interest semi-annually on April 1 and October 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each a "Payment Date"). Interest on the Bonds will accrue from the most recent date to which interest has been paid or, if no interest
has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Bond is authenticated between a record date referred to on the face
hereof and the next succeeding Payment Date, interest shall accrue from such next succeeding Payment
Date; provided, further, that the first Payment Date shall be April 1, 2002. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the
same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Until
this Regulation S Temporary Global Bond is exchanged for one or more Regulation S Permanent Global Bonds, the Holder hereof shall not be entitled to receive payments
of interest hereon; until so exchanged in full, this Regulation S Temporary Global Bond shall in all other respects be entitled to the same benefits as other Bonds under the Indenture.

2.PRINCIPAL.    The principal of this Bond shall be due and payable in consecutive semi-annual
installments on each Payment Date, commencing on April 1, 2004, and ending on the Payment Date for the final installment of principal set forth above, and each such installment of principal
shall be in the amount, if any, set forth in Schedule 1 attached hereto in the column headed "Scheduled Principal Amount Payable" with respect to the date of such installment, provided that the
final installment of principal shall be equal to the then unpaid principal balance of the Bond.

3.METHOD OF PAYMENT.    The Company will pay interest or principal due on the Bonds (except defaulted interest) to
the Persons who are registered Holders of Bonds at the close of business on the March 15 or September 15 next preceding the Payment Date, even if such Bonds are canceled after such
record date and on or before such Payment Date, except as provided in Section 2.12 of the Indenture (as herein defined) with respect to defaulted interest. The Bonds will be payable as to
principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose within the City and State of New York, or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that all payments of principal, premium, if any, and interest with respect to Bonds the
Holders of which have given wire transfer instructions to the Company at least ten business days prior to the applicable payment date will be required to be made by wire transfer of immediately
available funds to the accounts specified by the Holders thereof. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts.

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

A-2-3

---

5.INDENTURE.    The Company issued the Bonds under an Indenture dated as of May 27, 1999, as amended or
supplemented from time to time ("Indenture"), between the Company and the Trustee. The terms of the Bonds include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Bonds are subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms. To the extent any provision of this Bond conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The
Series [8.137] [8.734]% Senior Secured Bonds due [2019] [2026] are obligations of the Company limited to
[$            ] million in aggregate principal amount.

6.OPTIONAL REDEMPTION.    The Bonds shall be subject to optional redemption at any time at a Redemption Price
equal to the outstanding principal amount of the Bonds to be redeemed plus all accrued and unpaid interest thereon to the Redemption Date, plus the Make-Whole Premium, if any.

7.MANDATORY REDEMPTION.    The Bonds will be subject to mandatory redemption, upon the occurrence of a Recovery
Event with respect to the Facilities, other than with respect to amounts received by the Owner Lessor in connection with a Recovery Event for which the Facility Lessee elects to restore or replace the
asset or assets in respect of which such Recovery Event occurred and a Reinvestment Notice is provided to the Collateral Agent and the Trustee within 45 days of such Recovery Event (provided
that, with respect to any Recovery Event of $50 million or more, the Independent Engineer shall have certified as to the reasonableness of the Facility Lessee's repair and replacement plans as
set forth in the Facility Lessee's Reinvestment Notice relating to such Recovery Event). Any mandatory redemption of the Bonds will be without premium or penalty at a Redemption Price equal to the
unpaid principal amount thereof plus accrued and unpaid interest thereon to the Redemption Date.

8.NOTICE OF REDEMPTION.    Notice of Redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder whose Bonds are to be redeemed at its registered address. Bonds in denominations larger than $100,000 may be redeemed in part but only in whole
multiples of $l,000 in excess thereof, unless all of the Bonds held by a Holder are to be redeemed. On and after the redemption date, interest ceases to accrue on Bonds or portions thereof called for
redemption.

9.DENOMINATIONS, TRANSFER, EXCHANGE.    The Bonds are in registered form without coupons in denominations of
$100,000 and integral multiples of $1,000 in excess thereof. The transfer of Bonds may be registered and Bonds may be exchanged as provided in the Indenture. The Registrar and the Trustee may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Bond or portion of a Bond selected for redemption, except for the unredeemed portion of any Bond being redeemed in part. Also, the Company
need not exchange or register the transfer of any Bonds for a period of 15 days before a selection of bonds to be redeemed or during the period between a record date and the next succeeding
Payment Date.

This
Regulation S Temporary Global Bond is exchangeable in whole or in part for one or more Global Bonds only (i) on or after the termination of the 40-day
restricted period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable) required by Article 2 of the
Indenture. Upon exchange of this Regulation S Temporary Global Bond for one or more Global Bonds, the Trustee shall cancel this Regulation S Temporary Global Bond.

10.PERSONS DEEMED OWNERS.    The registered Holder of a Bond may be treated as its owner for all purposes.

A-2-4

---

11.AMENDMENT, SUPPLEMENT AND WAIVER.    Subject to certain exceptions, the Indenture or the Bonds may be amended
or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Bonds voting as a single class, and any existing default or compliance with any
provision of the indenture or the Bonds may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Bonds voting as a single class. Without the consent of
any Holder of a Bond, the Indenture, the Bonds or any Financing Document may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for uncertificated Bonds in
addition to or in place of certificated Bonds or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not affect any Holder, to
provide for the assumption of the Company's obligations to Holders of the Bonds in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the
Holders of the Bonds or that does not adversely affect the legal rights under the Indenture of any such Holder or to comply with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture or any Security Document under the Trust indenture Act.

12.DEFAULTS AND REMEDIES.    An "Event of Default" occurs if there is the occurrence of any of the following:
(i) default for 5 business days in the payment when due of any principal of, premium, if any, or interest on the Bonds, (ii) failure by the Company to comply with the provisions
described under Sections 4.6, 4.7, 4.9, 4.10, 4.11 or 5.1 of the Indenture, and such failure shall continue uncured for 30 or more days from the date an authorized officer of the Company receives
actual notice thereof, (iii) the failure by the Company to comply with any of its agreements in this Indenture and such failure shall continue uncured for 60 or more days from the date an
authorized officer of the Company receives actual notice thereof (or to the extent the Default is curable but cannot be cured within such 60 day period, so long as the Company provides an
Officer's Certificate to the Trustee stating that it is diligently pursuing a cure, such longer period of time which may be necessary in good faith to cure the same, but in no event to exceed
90 days); (iv) certain events of bankruptcy or insolvency with respect to the Company; and (v) any Lease Indenture Event of Default. If any Event of Default (other than an Event
of Default specified in clause (c) or (d) of Section 6.1 of the Indenture with respect to the Company occurs and is continuing, the Trustee may, and upon the written direction of
the Holders of at least 331/3% (in the case of any Event of Default specified in clause (i) above) or 50% (in the case of any other Event of Default) in principal amount of the
then outstanding Bonds shall, declare all the Bonds to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency,
with respect to the Company all outstanding Bonds shall be due and payable without further action or notice. Holders may not enforce the Indenture or the Bonds except as provided in the indenture.
Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Bonds may in writing direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Bonds notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Bonds then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Bonds waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Bonds.

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

14.NO RECOURSE AGAINST OTHERS.    No director, officer, employee, incorporator or shareholder, member, manager,
agent or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under the Bonds, the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Bond waives and

A-2-5

---

releases all such liability and agrees that all recourse against the Company shall be limited solely to the Collateral. The waiver and release are part of the consideration for the issuance of the
Bonds. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

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

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

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

18.GUARANTEES AND SECURITY.    This Bond will be entitled to the benefits of certain security interests created
for the benefit of the Holders and holders of other senior indebtedness of the
Company. Reference is hereby made to the Security Documents for a statement of the security interests granted therein.

The
Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:



19.COUNTERPARTS.    This Bond may be executed by one or more of the parties to this Bond on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

20.GOVERNING LAW.    THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE
AND THIS BOND.

A-2-6

---

SCHEDULE OF SCHEDULED PAYMENTS OF PRINCIPAL

[Attach
the following table for Series A Bonds]

|PRINCIPAL PAYMENT DATES     |  | PERCENTAGE OF PRINCIPAL AMOUNT
PAYABLE ON EACH PRINCIPAL PAYMENT DATE
|--------------------------- |  | ---------------------------------------------------------------------
|April 1 and October 1, 2004 |  | 1.000%                                                               
|April 1 and October 1, 2005 |  | 2.000%                                                               
|April 1 and October 1, 2006 |  | 2.000%                                                               
|April 1 and October 1, 2007 |  | 2.500%                                                               
|April 1 and October 1, 2008 |  | 3.000%                                                               
|April 1 and October 1, 2009 |  | 3.000%                                                               
|April 1 and October 1, 2010 |  | 3.000%                                                               
|April 1 and October 1, 2011 |  | 3.000%                                                               
|April 1 and October 1, 2012 |  | 3.000%                                                               
|April 1 and October 1, 2013 |  | 3.000%                                                               
|April 1 and October 1, 2014 |  | 3.000%                                                               
|April 1 and October 1, 2015 |  | 4.000%                                                               
|April 1 and October 1, 2016 |  | 4.000%                                                               
|April 1 and October 1, 2017 |  | 5.000%                                                               
|April 1 and October 1, 2018 |  | 5.000%                                                               
|April 1 and October 1, 2019 |  | 3.500%                                                               

[Attach
the following table for Series B Bonds]

|PRINCIPAL PAYMENT DATES     |  | PERCENTAGE OF PRINCIPAL AMOUNT
PAYABLE ON EACH PRINCIPAL PAYMENT DATE
|--------------------------- |  | ---------------------------------------------------------------------
|April 1 and October 1, 2004 |  | 0.055%                                                               
|April 1 and October 1, 2005 |  | 0.480%                                                               
|April 1 and October 1, 2006 |  | 0.590%                                                               
|April 1 and October 1, 2007 |  | 0.375%                                                               
|April 1 and October 1, 2008 |  | 0.375%                                                               
|April 1 and October 1, 2009 |  | 0.415%                                                               
|April 1 and October 1, 2010 |  | 1.000%                                                               
|April 1 and October 1, 2011 |  | 1.750%                                                               
|April 1 and October 1, 2012 |  | 2.000%                                                               
|April 1 and October 1, 2013 |  | 1.250%                                                               
|April 1 and October 1, 2014 |  | 1.500%                                                               
|April 1 and October 1, 2015 |  | 2.000%                                                               
|April 1 and October 1, 2016 |  | 2.000%                                                               
|April 1 and October 1, 2017 |  | 2.000%                                                               
|April 1 and October 1, 2018 |  | 2.000%                                                               
|April 1 and October 1, 2019 |  | 2.500%                                                               
|April 1 and October 1, 2020 |  | 3.500%                                                               
|April 1 and October 1, 2021 |  | 3.500%                                                               
|April 1 and October 1, 2022 |  | 3.500%                                                               
|April 1 and October 1, 2023 |  | 4.000%                                                               
|April 1 and October 1, 2024 |  | 4.000%                                                               
|April 1 and October 1, 2025 |  | 5.000%                                                               
|April 1 and October 1, 2026 |  | 6.210%                                                               

A-2-7

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ASSIGNMENT FORM

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

|                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                            
|(Insert assignee's soc. sec. or tax I.D. no.)                                                                               
|                                                                                                                            
|                                                                                                                            
|                                                                                                                            
|                                                                                                                            
|(Print or type assignee's name, address and zip code)                                                                       
|and irrevocably appoint

to transfer this Bond on the books of the Company. The agent may substitute another to act for him.
|                                                                                                                            

Date:

|                                  | Your signature:                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  | (Sign exactly as your name appears on the face of this Bond)                                                                                                                                                                                                                                                                                                                                            
|                                  | Tax Identification No.:                                                                                                                                                                                                                                                                                                                                                                                 
|                                  | SIGNATURE GUARANTEE:                                                                                                                                                                                                                                                                                                                                                                                    
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                         
|                                  | Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
|Exchange Act of 1934, as amended. |                                                                                                                                                                                                                                                                                                                                                                                                         

A-2-8

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SCHEDULE  OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL  BOND

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

|Date of Exchange |  | Amount of
decrease in
Principal Amount
of this Global Bond |  | Amount of increase
in Principal
Amount of this
Global Bond |  | Principal Amount
of this Global Bond
following such
decrease (or increase |  | Signature of
authorized officer
of Trustee or
Custodian
|---------------- |  | ---------------------------------------------------------- |  | ---------------------------------------------------------- |  | ------------------------------------------------------------------------- |  | -------------------------------------------------------
|                 |  |                                                            |  |                                                            |  |                                                                           |  |                                                        

A-2-9

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EXHIBIT B  FORM OF CERTIFICATE OF TRANSFER

Homer
City Funding LLC
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92612-1046
Attention: Treasurer
Facsimile: 949-752-5624

The
Bank of New York
114 West 47th Street
25th Floor
New York, New York 10036
Attention: Corporate Trust Division

Re:[8.137] [8.734]% Senior Secured Bonds due [2019]
[2026]

Reference
is hereby made to the First Amended and Restated Indenture, dated as of December    , 2001, as amended and supplemented from time to time (the
"Indenture"), between Homer City Funding LLC (the "Company"), and The Bank of New York, as successor
trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

(the
"Transferor") owns and proposes to transfer the Bond[s] or interest in such
Bond[s] specified in Annex A hereto, in the principal amount of $            in such Bond[s] or interests (the
"Transfer"), to            (the
"Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK
ALL THAT APPLY]

1.Check if Transferee will take delivery of a beneficial interest in the 144A Global Bond or a Definitive Bond Pursuant to
Rule 144A.The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended
(the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Bond is being transferred
to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Bond 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 in a transaction meeting the requirements
of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Bond will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global
Bond and/or the Definitive Bond and in the Indenture and the Securities Act.

2.Check if Transferee will take delivery of a beneficial interest in the Temporary Regulation S Global Bond the
Regulation S Global Bond or a Definitive Bond pursuant to Regulation S.The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States
and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting
on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or

B-1

---

Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and
(iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Bond will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Global Bond, the Temporary Regulation S Global Bond and/or the Definitive Bond and in
the Indenture and the Securities Act.

3.Check and complete if Transferee will take delivery of a Definitive Bond pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S.The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests
in Restricted Global Bonds and Restricted Definitive Bonds and pursuant to and in accordance with the Securities Act and any applicable blue sky
securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):



or



or



or



4.Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Bond or of an Unrestricted
Definitive Bond.



B-2

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This
certificate and the statements contained herein are made for your benefit and the benefit of the Company.

|       |  |  |  | [Insert Name of Transferor]
|------ |  |  |  | ---------------------------
|       |  |  |  | By:                        
|       |  |  |  |                            
|       |  |  |  |                            
|Dated: |  |  |  |                            

B-3

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ANNEX A TO CERTIFICATE OF TRANSFER

1.    The
Transferor owns and proposes to transfer the following:

[CHECK
ONE OF (a) OR (b)]

(a)  a
beneficial interest in the:



(b)  a
Restricted Definitive Bond.

2.    After
the Transfer the Transferee will hold:

[CHECK
ONE]

(a)  a
beneficial interest in the:



(b)  a
Restricted Definitive Bond; or

(c)  an
Unrestricted Definitive Bond,

in
accordance with the terms of the Indenture.

B-4

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EXHIBIT C    FORM OF CERTIFICATE OF EXCHANGE

Homer
City Funding LLC
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92612-1046
Attention: Treasurer

The
Bank of New York
114 West 47th Street
25th Floor
New York, New York 10036
Attention: Corporate Trust Division

Re:    [8.137]
[8.734]% Senior Secured Bonds due [2019] [2026]

Reference
is hereby made to the Indenture, dated as of May 27, 1999, as amended and supplemented form time to time (the
"Indenture"), between Edison Mission Holdings Co. (the "Company") and United States Trust Company of New
York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

(the
"Owner") owns and proposes to exchange the Bond[s] or interest in such
Bond[s] specified herein, in the principal amount of $            in such Bond[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

1.Exchange of Restricted Definitive Bonds or Beneficial Interests in a Restricted Global Bond for Unrestricted Definitive
Bonds or Beneficial Interests in an Unrestricted Global Bond



C-1

---



2.Exchange of Restricted Definitive Bonds or Beneficial Interests in Restricted Global Bonds for Restricted Definitive Bonds
or Beneficial Interests in Restricted Global Bonds



This
certificate and the statements contained herein are made for your benefit and the benefit of the Company.

|       |  |  |  | [Insert Name of Owner]
|------ |  |  |  | ----------------------
|       |  |  |  | By:                   
|       |  |  |  |                       
|       |  |  |  |                       
|Dated: |  |  |  |                       

C-2

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