Exhibit 10.30

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Execution Copy

DEBT SERVICE RESERVE LETTER OF CREDIT
AND REIMBURSEMENT AGREEMENT

among

HOMER CITY OL1 LLC,
as Borrower

and

WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
as Issuing Bank and as Agent

and

THE BANKS NAMED HEREIN

Dated as of December 7, 2001

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Table of Contents

|                                                 |              |    |                                                                           | Page
|------------------------------------------------ | ------------ | -- | ------------------------------------------------------------------------- | ----
|ARTICLE I DEFINITIONS; CONSTRUCTION              |              | 1 
|                                                 | SECTION 1.1  |    | Definitions                                                               |     
|                                                 | SECTION 1.2  |    | Construction                                                              |     
|ARTICLE II DEBT SERVICE RESERVE LETTER OF CREDIT |              | 5 
|                                                 | SECTION 2.1  |    | Commitments                                                               |     
|                                                 | SECTION 2.2  |    | Amount and Term of Debt Service Reserve Letter of Credit                  |     
|                                                 | SECTION 2.3  |    | Participations in Debt Service Reserve Letter of Credit                   |     
|                                                 | SECTION 2.4  |    | Drawing and Reimbursement                                                 |     
|                                                 | SECTION 2.5  |    | Fees                                                                      |     
|                                                 | SECTION 2.6  |    | Interest                                                                  |     
|                                                 | SECTION 2.7  |    | Repayment                                                                 |     
|                                                 | SECTION 2.8  |    | Prepayments                                                               |     
|                                                 | SECTION 2.9  |    | Security                                                                  |     
|                                                 | SECTION 2.10 |    | Payments                                                                  |     
|                                                 | SECTION 2.11 |    | Computation of Interest and Fees                                          |     
|                                                 | SECTION 2.12 |    | Payments on Non-Business Days                                             |     
|                                                 | SECTION 2.13 |    | Sharing of Payments, Etc.                                                 |     
|                                                 | SECTION 2.14 |    | Evidence of Debt                                                          |     
|                                                 | SECTION 2.15 |    | Increased Debt Service Reserve Letter of Credit Costs                     |     
|                                                 | SECTION 2.16 |    | Capital Adequacy                                                          |     
|                                                 | SECTION 2.17 |    | Taxes                                                                     |     
|                                                 | SECTION 2.18 |    | Change of Law                                                             |     
|                                                 | SECTION 2.19 |    | Non-Availability                                                          |     
|                                                 | SECTION 2.20 |    | Assignments by Banks                                                      |     
|                                                 | SECTION 2.21 |    | Reduction in Commitments/DSR Loans                                        |     
|                                                 | SECTION 2.22 |    | Right of Set-off                                                          |     
|                                                 | SECTION 2.23 |    | Minimum Amounts                                                           |     
|ARTICLE III CONDITIONS PRECEDENT                 |              | 13
|                                                 | SECTION 3.1  |    | Conditions Precedent to Issuance of Debt Service Reserve Letter of Credit |     
|ARTICLE IV REPRESENTATIONS AND WARRANTIES        |              | 15
|ARTICLE V COVENANTS                              |              | 15
|ARTICLE VI DEFAULTS AND REMEDIES                 |              | 16
|                                                 | SECTION 6.1  |    | Events of Default                                                         |     
|                                                 | SECTION 6.2  |    | Remedies                                                                  |     
|ARTICLE VII CHARACTER OF OBLIGATIONS             |              | 17
|                                                 | SECTION 7.1  |    | Obligations Absolute                                                      |     
|                                                 | SECTION 7.2  |    | No Personal Liability; Termination                                        |     
|                                                 | SECTION 7.3  |    | Limited Liability of Agent and Banks                                      |     
|ARTICLE VIII THE AGENT                           |              | 19
|                                                 | SECTION 8.1  |    | Authorization and Action                                                  |     
|                                                 | SECTION 8.2  |    | Agent's Reliance, Etc.                                                    |     
|                                                 | SECTION 8.3  |    | Issuing Bank and Affiliates                                               |     
|                                                 | SECTION 8.4  |    | Bank Credit Decision                                                      |     
|                                                 | SECTION 8.5  |    | Indemnification                                                           |     

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|                         | SECTION 8.6  |    | Successor Agent                   |  | 20
|------------------------ | ------------ | -- | --------------------------------- |  | --
|                         | SECTION 8.7  |    | Collateral                        |  | 21
|ARTICLE IX MISCELLANEOUS |              | 21
|                         | SECTION 9.1  |    | Amendments, Etc.                  |  | 21
|                         | SECTION 9.2  |    | Notices, Etc.                     |  | 21
|                         | SECTION 9.3  |    | No Waiver; Remedies               |  | 21
|                         | SECTION 9.4  |    | Costs and Expenses                |  | 22
|                         | SECTION 9.5  |    | Application of Moneys             |  | 22
|                         | SECTION 9.6  |    | Severability                      |  | 22
|                         | SECTION 9.7  |    | Limitation of Liability           |  | 22
|                         | SECTION 9.8  |    | Binding Effect                    |  | 23
|                         | SECTION 9.9  |    | Assignments and Participations    |  | 23
|                         | SECTION 9.10 |    | Indemnification                   |  | 24
|                         | SECTION 9.11 |    | Further Assurances                |  | 25
|                         | SECTION 9.12 |    | Governing Law                     |  | 25
|                         | SECTION 9.13 |    | Consent to Jurisdiction and Venue |  | 25
|                         | SECTION 9.14 |    | Headings                          |  | 25
|                         | SECTION 9.15 |    | Execution in Counterparts         |  | 25
|                         | SECTION 9.16 |    | Waiver of Jury Trial              |  | 25

|Exhibit A  |  | Form of Debt Service Reserve Letter of Credit        
|---------- |  | -----------------------------------------------------
|Exhibit B  |  | Debt Service Reserve Letter of Credit Promissory Note
|Exhibit C  |  | Form of Commitment Transfer Supplement               
|Schedule I |  | Filings with the Securities and Exchange Commission  

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DEBT SERVICE RESERVE LETTER OF CREDIT  AND REIMBURSEMENT AGREEMENT

This Debt Service Reserve Letter of Credit and Reimbursement Agreement (this "Agreement"), dated as of
December 7, 2001, is entered into by and among (1) HOMER CITY OL1 LLC, a Delaware limited liability company (the "Borrower"),
(2) WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as the issuer of the Debt Service Reserve Letter of Credit referred to herein (in such capacity, the "Issuing
Bank") and as a Bank (as defined below), (3) CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as a Bank (as defined below), (4) each bank or other entity that is, or
becomes pursuant toSection 9.9, a party hereto (individually, a "Bank" and collectively, the
"Banks") and (5) WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as agent (in such capacity, together with its successors in such capacity, the
"Agent") for the Banks.

RECITALS

A.    Pursuant
to the Lease Indenture of Trust and Security Agreement, dated as of December 7, 2001 (the "Lease
Indenture"), among the Borrower, The Bank of New York, as successor to the United States Trust Company of New York, as Security Agent (the "Security
Agent") and The Bank of New York, as successor to the United States Trust Company of New York, as trustee (in such capacity, together with its successors in such capacity, the
"Lease Indenture Trustee"), the Borrower issued two series of lessor notes in respect thereof (collectively, the "Lessor
Notes").

B.    The
Borrower has requested that the Issuing Bank issue and the Banks participate in, and the Issuing Bank is willing to issue and the Banks are willing to participate in,
the Debt Service Reserve Letter of Credit (as defined below) upon the terms and conditions hereinafter set forth.

AGREEMENT

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

ARTICLE I

DEFINITIONS; CONSTRUCTION

SECTION
1.1Definitions.(a) Terms defined in the Participation Agreement (in the form of such terms as
they exist on the date of this Agreement and as they may hereafter be amended from time to time, but only to the extent that the incorporation of any such amendments into this Agreement has been
consented to by the Required Banks in writing) have, unless the same are defined herein or the context otherwise requires, the same meaning when used herein (with appropriate substitutions).

(b)  The
following terms are used in this Agreement with the following respective meanings:



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SECTION
1.2Construction.In this Agreement, unless expressly specified to the contrary: the singular includes
the plural and the plural the singular; words importing any gender include the other gender; references to statutes are to be construed as including all statutory provisions consolidating, amending or
replacing the statute referred to; references to "writing" include printing, typing, lithography and other means of reproducing words in a tangible, visible form; the words "including," "includes" and
"include" shall be deemed to be followed by the words "without limitation"; references to articles, sections (or subdivisions of sections), recitals, appendices, exhibits, annexes or schedules are to
those of this Agreement; references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent
such amendments and other modifications are not prohibited by the terms of this Agreement; references to Persons include their respective permitted successors and assigns and, in the case of
Governmental Authorities, Persons succeeding to their respective functions and capacities; and all accounting terms used in this Agreement shall be interpreted, all accounting determinations under
this Agreement shall be made and all financial statements required to be delivered under this Agreement shall be prepared in accordance with generally accepted accounting principles as in effect from
time to time.

ARTICLE II

DEBT SERVICE RESERVE LETTER OF CREDIT

SECTION
2.1Commitments.Each Bank irrevocably agrees severally, on the terms and conditions contained in this
Agreement, to participate in the Debt Service Reserve Letter of Credit in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Bank's name on the signature
pages hereof or, if such Bank has entered into one or more Commitment Transfer Supplements, set forth for such Bank in the register maintained by the Agent (such agreement by such Bank, as the same
may be reduced from time to time pursuant to the terms of this Agreement, herein called such Bank's "Commitment").

SECTION
2.2Amount and Term of Debt Service Reserve Letter of Credit.(a) Subject to the terms and
conditions contained in this Agreement, the Issuing Bank irrevocably agrees to issue the Debt Service Reserve Letter of Credit on the Closing Date for the account of the Borrower in favor of the Lease
Indenture Trustee, for the benefit of the holders of the Lessor Notes, in the face amount of $10,605,180, subject to reduction, increase and reinstatement as provided hereinafter and in the Debt
Service Reserve Letter of Credit. The Debt Service Reserve Letter of Credit shall expire and all obligations of the Issuing Bank and any Bank in respect thereof shall terminate on the Expiration Date.

(b)  If
the Debt Service Reserve Amount shall reduce or increase in accordance with the Lease Indenture, the Outstanding Amount of the Debt Service Reserve Letter of Credit
shall be reduced or increased, as the case may be, by an amount equal to the amount of such reduction or increase in the Debt Service Reserve Amount;provided,
however,that in no event shall the Outstanding Amount exceed $10,605,180 at any time. Subject toSection 2.2(d)and Article VI, the Outstanding Amount of the Debt Service Reserve Letter of Credit, as so reduced or increased, shall be reduced to the extent that
Drawings are made and shall be reinstated to the extent that DSR Loans are repaid,providedthat any

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such reinstatement shall not cause the Outstanding Amount (when added to the balance in the Debt Service Reserve Account) to exceed the Debt Service Reserve Amount.

(c)  The
Borrower shall deliver, or cause to be delivered, (i) to each of the Agent and the Lease Indenture Trustee prompt notice of the occurrence of any event
resulting in an adjustment to the Debt Service Reserve Amount and (ii) to each of the Agent and the Lease Indenture Trustee the calculation of the Outstanding Amount resulting from the
adjustment referred to in clause (i), together with all information reasonably necessary to make such calculation. The Issuing Bank shall deliver to the Lease Indenture Trustee a notice in the
form ofAnnex 5to the Debt Service Reserve Letter of Credit to effect a change in the Outstanding Amount of the Debt Service Reserve Letter of Credit.

(d)  The
Issuing Bank shall have the right, upon the occurrence and during the continuation of an Event of Default, to deliver a notice in the form of Annex 2to the Debt Service Reserve Letter of Credit (a
"Termination Notice"), whereupon the Expiration
Date shall occur on the date specified in such notice. The Outstanding Amount shall not be reinstated upon repayment of any DSR Loans after the delivery by the Issuing Bank of a Termination Notice.

(e)  The
Agent shall, solely for informational purposes, deliver to the Borrower a copy of any termination notice given to the beneficiary under the Debt Service Reserve
Letter of Credit,provided, however,that the Banks' ability to terminate the Debt Service Reserve Letter of Credit shall not be contingent upon the
Agent's delivery to the Borrower of such notice and that neither the Agent nor the Banks shall incur any liability whatsoever as a result of the Agent's failure to deliver such notice to the Borrower.

SECTION
2.3Participations in Debt Service Reserve Letter of Credit.Immediately upon the issuance of the Debt
Service Reserve Letter of Credit, the Issuing Bank shall be deemed to have sold and transferred to each Bank, and each Bank shall be deemed to have purchased and received from the Issuing Bank, in
each case irrevocably and without any further action by any party, an undivided interest and participation in the Debt Service Reserve Letter of Credit, each Drawing and the other Obligations in
respect thereof in an amount equal to the product of (a) a fraction the numerator of which is the amount of the Commitment of such Bank and the denominator of which is the aggregate amount of
all of the Commitments (the "Ratable Share") and (b) the maximum amount available to be drawn under the Debt Service Reserve Letter of Credit
plus the amount of all outstanding DSR Loans. The Agent shall promptly advise each Bank of any change in the Outstanding Amount or the Expiration Date in respect of the Debt Service Reserve Letter of
Credit, the cancellation or other termination of the Debt Service Reserve Letter of Credit and any Drawing,provided, however,that failure to provide
such notice shall not limit or impair the rights of the Agent hereunder or under the Financing Documents.

SECTION
2.4Drawing and Reimbursement.The payment by the Issuing Bank of a Drawing shall constitute the making
by the Issuing Bank of a loan in the amount of such payment. In the event that a Drawing is not repaid by the Borrower by 12:00 noon, New York City time, on the day of such Drawing, the Agent shall
promptly notify each other Bank. Each such Bank shall deliver to the Agent for the Issuing Bank's account, on the day of such notification and in immediately available funds, an amount equal to such
Bank's Ratable Share of the payment made by the Issuing Bank and not reimbursed or paid by the Borrower pursuant to thisSection 2.4. In the
event that any Bank fails to make available to the Agent for the account of the Issuing Bank the amount of such loan, the Issuing Bank shall be entitled to recover such amount on demand from such Bank
together with interest thereon at (i) for the first three (3) days of nonpayment, the Federal Funds Rate and (ii) thereafter, the Federal Funds Rate plus 2.50%. Each payment by a
Bank pursuant to thisSection 2.4shall constitute a "DSR Loan" under this Agreement.

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SECTION
2.5Fees.The Borrower shall pay the following fees to the Agent for the respective accounts of the
Persons specified below:

(a)  for
the account of the Agent, an administration fee of the Owner Lessor's percentage of $25,000, payable on the Closing Date; and

(b)  for
the account of the Issuing Bank, such additional administrative fees and charges (including cable charges) as are generally associated with letters of credit, in
accordance with the Issuing Bank's standard internal charge guidelines, payable on the next Monthly Transfer Date.

SECTION
2.6Interest.(a) The Borrower shall pay interest on the unpaid principal amount of each DSR Loan
resulting from a Drawing on each applicable Interest Payment Date, from the date of such DSR Loan until such principal amount has been repaid in full. Such interest shall be paid at a rate per annumequal to (i) so long as no Event of Default has occurred and is continuing, either (x) with respect to Adjusted Base Rate Loans,
the sum of the Adjusted Base Rate in effect from time to time plus 1.50%per annumor (y) with respect to LIBOR Rate Loans, the sum of the LIBOR
Rate in effect from time to time plus 2.50%per annum,and (ii) so long as an Event of Default has occurred and is continuing, the Adjusted Base
Rate plus 4.00%per annum.

(b)  Each
Drawing and each DSR Loan made pursuant toSection 2.4shall initially bear interest based on the Adjusted
Base Rate as in effect from time to time plus 1.50%per annum; provided, however,that prior to the making of any DSR Loan, the Borrower may give the
Agent written notice of the Borrower's election that such DSR Loan shall bear interest based on the LIBOR Rate. Such notice shall be irrevocable and shall be effective only if received by the Agent
not later than 12:00 noon, New York City time, three (3) Business Days prior to the occurrence of the Drawing giving rise to such DSR Loan. The Agent shall promptly notify the Banks of the
contents of each such notice. Subject toSections 2.6(d), 2.19and2.23, such DSR Loan shall then bear
interest based on the LIBOR Rate from the date of such DSR Loan.

(c)  Subject
toSections 2.6(d),2.19and 2.23, unless an Event of Default shall have occurred, the Borrower may at any
time, upon three Business Days' irrevocable written notice to the Agent,
(x) convert (i) any Adjusted Base Rate Loan to a LIBOR Rate Loan or (ii) any LIBOR Rate Loan to an Adjusted Base Rate Loan, providedthat a LIBOR Rate Loan may be converted only on the
last day of the applicable Interest Period or (y) continue any LIBOR Rate Loan as a
LIBOR Rate Loan with the same or a different Interest Period on the last day of the applicable Interest Period. The Agent shall promptly notify the Banks of the contents of each such notice. In the
event the Borrower fails to select the applicable interest rate, within the time period and otherwise as provided in thisSection 2.6(c), such
DSR Loan (if outstanding as a LIBOR Rate Loan) will be automatically converted into an Adjusted Base Rate Loan on the last day of the then current Interest Period for such DSR Loan or (if outstanding
as an Adjusted Base Rate Loan) will remain as, or (if not then outstanding) will be made as, an Adjusted Base Rate Loan.

(d)  The
Borrower shall pay to the Agent for the account of each Bank, upon the request of such Bank through the Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank determines is attributable to any failure for any reason (i) of any LIBOR Rate Loan, pursuant to
a notice given underSection 2.6(b), to occur or (ii) of the Borrower to convert an Adjusted Base Rate Loan from such Bank to a LIBOR Rate
Loan, or to continue a LIBOR Rate Loan, as and when specified in the relevant notice given pursuant toSection 2.6(b)or 2.6(c).

SECTION
2.7Repayment.(a) The Borrower shall repay the principal amount of the DSR Loans in full on the
Expiration Date.

(b)  Subject
toSection 2.7(c), the Issuing Bank shall reduce the Outstanding Amount by the outstanding principal
amount of each DSR Loan.

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(c)  Subject
toSections 2.2and6.1, the Issuing Bank shall, upon receipt of
written notice from the Borrower, reinstate the Outstanding Amount to the extent of any repayment or prepayment of the principal amount of any DSR Loan.

SECTION
2.8Prepayments.(a) The Borrower may, at any time and from time to time on any Business Day,
irrevocably notify the Agent in writing that the Borrower intends to prepay all or any portion (and so stating the aggregate principal amount to be prepaid) of the DSR Loans then outstanding on a day
which is at least three (3) Business Days after the date of such notice. If the Borrower delivers any such notice, the Borrower shall, not later than 12:00 noon, New York City time, on the
prepayment date set forth in such notice, prepay without premium or penalty the outstanding principal amount of the DSR Loans so indicated in such notice, together with accrued interest to the date of
such prepayment on the principal amount so prepaid.

(b)  The
Borrower agrees to indemnify each Bank and hold each Bank harmless from any direct loss (but excluding any indirect, consequential or incidental loss or damage),
cost or reasonable out-of-pocket expense which such Bank incurs as a result of a prepayment of any DSR Loan bearing interest at the LIBOR Rate on a date which is not the last
day of an Interest Period applicable thereto.

(c)  All
prepayments made hereunder shall be applied by the Agent and the Banks against the principal amount of outstanding DSR Loans (i) as long as no Event of
Default has occurred and is continuing, in the order as specified by Borrower or, in the absence of such specification, in the order such DSR Loans were made, and (ii) if an Event of Default
has occurred and is continuing, in the order as specified by the Agent or, in the absence of such specification, in the order such DSR Loans were made.

SECTION
2.9Security.The Obligations shall be secured by the Security Documents, the rights and remedies in
respect of which shall be exercised pursuant to the Lease Indenture.

SECTION
2.10Payments.(a) The Borrower shall make each payment hereunder and under the DSR Notes not
later than 12:00 noon, New York City time, on the day when due in United States dollars to the Agent at its address set forth inSection 9.2, in
immediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal (including reimbursement of Drawings), interest or fees ratably
(other than amounts payable for the account of the Agent or the Issuing Bank pursuant toSection 2.5(a), (c)or (d)or payable pursuant toSection 9.4) to the Banks and like funds relating to the payment of
any other amount payable to any Bank to such Bank, in each case to be applied in accordance with the terms of this Agreement.

(b)  Unless
the Agent receives notice from the Borrower before the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in
full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such
due date an amount equal to the amount then due to such Bank. If and to the extent that the Borrower has not so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on
demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date on which such Bank repays such amount to
the Agent (i) for the first three (3) days of non-repayment, at the Federal Funds Rate and (ii) thereafter, at the Federal Funds Rate plus 2.50%.

SECTION
2.11Computation of Interest and Fees.All computations of interest and fees hereunder shall be made on
the basis of a year of three hundred sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees
are payable. Each calculation and each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

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SECTION
2.12Payments on Non-Business Days.Whenever any payment hereunder or under any DSR Note is
stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of
payment of interest or fees, as the case may be. If no due date is specified for the payment of any amount payable by the Borrower hereunder, such amount shall be due and payable not later than ten
(10) Business Days after receipt by the Borrower of written demand from the Agent for the payment thereof. In connection with a LIBOR Rate Loan, if an Interest Period would otherwise expire on
a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period would otherwise expire on a day that is not a Business
Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day.

SECTION
2.13Sharing of Payments, Etc.If any Bank obtains any payment (whether voluntary, involuntary, through
the exercise of any right of setoff, or otherwise) on account of its Commitment or the DSR Loans made by it (other than pursuant toSection 9.4)
in excess of its ratable share of such payments obtained by all of the Banks, then such Bank shall be deemed to have received such payment as agent for and on behalf of all the Banks and shall
immediately advise the Agent of the receipt of such funds and promptly transmit the entire amount thereof to the Agent for prompt distribution among the Banks as provided for in this Agreement and
such funds transmitted to the Agent shall be credited as a payment by the Borrower under this Agreement;providedthat such Bank so transmitting funds
to the Agent shall not be deemed to have received, and the Borrower shall be deemed not to have made to such Bank (to the extent funds are transmitted to the Agent) any payment transmitted to the
Agent by such Bank pursuant to thisSection 2.13.

SECTION
2.14Evidence of Debt.(a) The indebtedness of the Borrower resulting from all DSR Loans made by
each Bank from time to time shall be evidenced by an appropriate notation on the schedule, or a continuation thereof, to the Debt Service Reserve Letter of Credit Promissory Note substantially in the
form ofExhibit B(each a "DSR Note"), delivered by the Borrower to such Bank.

(b)  The
books and accounts of the Agent shall be conclusive evidence, absent manifest error, of the amounts of all Drawings, DSR Loans, fees, interest and other amounts
advanced, due, outstanding, payable or paid pursuant to this Agreement or any DSR Note.

SECTION
2.15Increased Debt Service Reserve Letter of Credit Costs.If, after the date hereof, any introduction
of or change in any Applicable Law (including for purposes hereof, any directive, guideline or requirement of any Governmental Authority (whether or not having the force of law)) or in the
interpretation thereof by any Governmental Authority charged with the administration thereof either (a) imposes, modifies or makes applicable any reserve, special deposit or similar requirement
against letters of credit issued by, or assets held by, or deposits or other liabilities in or for the account of, the Agent or any Bank or (b) imposes on the Agent or any Bank any other
condition regarding this Agreement, the Agent, such Bank, the Debt Service Reserve Letter of Credit or the DSR Loans, and the result of any event referred to in the preceding clause (a) or
(b) is to increase the cost to the Agent or such Bank of issuing or maintaining the Debt Service Reserve Letter of Credit or the DSR Loans, reduce the amount of any payment receivable by the
Agent or such Bank hereunder or reduce the rate of return on any Bank's capital as a consequence of its obligations hereunder below that which such Bank would have achieved but for such circumstance,
then, in each such case, upon demand by the Agent or such Bank, the Borrower shall pay to the Agent or such Bank, from time to time as specified thereby on the Monthly Transfer Date, additional
amounts sufficient to compensate the Agent or such Bank for such increased costs, reduction in payments receivable or reduction in rate of return. A certificate as to any such additional amount or
amounts submitted by a Bank, through the Agent, to the Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank which are subject to similar
provisions and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging

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and attribution methods. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate any Bank or Agent for any amount described in this Section 2.15arising or occurring
during
(i) any time period commencing not more than 90 days prior to the date on which such Bank notifies the Agent and the Borrower that such Bank or the Agent proposes to demand such
compensation and (ii) any time period during which, because of the unannounced retroactive application of such statute, regulation or other basis, such Bank could not have known that such
amount might arise or accrue.

SECTION
2.16Capital Adequacy.If the Agent or any Bank reasonably determines that compliance with any
Applicable Law (including for purposes hereof, any directive, guideline or requirement of any Governmental Authority (whether or not having the force of law)) affects or would affect the amount of
capital required or expected to be maintained by the Agent or such Bank or any Person controlling the Agent or such Bank and that the amount of such capital is increased by or based upon the existence
of such Bank's Commitment or the issuance of the Debt Service Reserve Letter of Credit or outstanding DSR Loans, then, upon demand by the Agent or such Bank, the Borrower shall pay to the Agent or
such Bank, from time to time as specified thereby, additional amounts sufficient to compensate the Agent or such Bank in light of such circumstances, to the extent that the Agent or such Bank
reasonably determines such increase in capital to be allocable to the existence of such Bank's Commitment or the issuance of the Debt Service Reserve Letter of Credit or such DSR Loans. A certificate
as to any such additional amount or amounts submitted by a Bank, through the Agent, to the Borrower and the other Banks shall certify that similar demands have been made to other customers of such
Bank which are subject to similar provisions and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution
methods. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate any Bank or the Agent for any amount described in this Section 2.16arising or occurring during
(i) any time period commencing not more than 90 days prior to the date on which such Bank
notifies the Agent and the Borrower that such Bank or the Agent proposes to demand such compensation and (ii) any time period during which, because of the unannounced retroactive application of
such statute, regulation or other basis, such Bank could not have known that such amount might arise or accrue.

SECTION
2.17Taxes.(a) All payments, except as otherwise provided in Section 2.17(c), by the Borrower of
principal of, and interest on, the DSR Notes and all other amounts payable hereunder shall be made free and
clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any
taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Bank's net income, in each case, imposed as a result of a connection between the Bank and the jurisdiction
imposing the tax (other than a connection arising solely from the Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) (such
non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by the Borrower
hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will:



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Moreover,
if any Taxes are directly asserted against the Agent or any Bank with respect to any payment received by the Agent or such Bank hereunder, the Agent or such Bank may pay such Taxes and, upon
receipt of notice from such Bank within 30 days after such payment, the Borrower will promptly pay such additional amounts (including any penalties, interest or expenses) as is necessary in
order that the net amount received by such person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such person would have received had no such
Taxes been asserted.

(b)  If
the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent, for the account of the respective Banks, the required
receipts or other required documentary evidence, the Borrower shall indemnify the Banks for any incremental Taxes, interest or penalties that may become payable by any Bank as a result of any such
failure.

(c)  Each
Bank that is not a United States person as defined in Section 7701(a)(3) of the Code (a "Non-U.S.
Bank") shall deliver to the Borrower and the Agent two copies of either U.S. Internal Revenue Service Form W-8 BEN or Form W-8 ECI, or any
subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Bank claiming complete exemption from, or a reduced rate of, U.S. federal
withholding tax on all payments by the Borrower under this Agreement and the DSR Notes. Such forms shall be delivered by each Non-U.S. Bank on or before the date it becomes a party to this
Agreement. In addition, each Non-U.S. Bank shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Bank. Each
Non-U.S. Bank shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other
form of certification adopted by the U.S. taxing authorities for such purpose). The Borrower shall not be required to increase any such amounts payable to any Non-U.S. Bank with respect to
any Taxes (i) that are attributable to such Non-U.S. Bank's failure to comply with the requirements of this Section 2.17(c) or (ii) that are United States withholding
taxes imposed on amounts payable to such Bank at the time the Bank becomes a party to this Agreement, except to the extent that such Bank's assignor (if any) was entitled, at the time of assignment,
to receive additional amounts from the Borrower with respect to such Taxes pursuant to Section 2.17(a). Notwithstanding any other provision of this Section 2.17(c), a
Non-U.S. Bank shall not be required to deliver any form pursuant to this Section 2.17(c) that such Non-U.S. Bank is not legally able to deliver.

SECTION
2.18Change of Law.(a) Notwithstanding any other provision of this Agreement, if any Regulatory
Change, or compliance by any Bank with any Regulatory Change, makes it unlawful or impossible for any Bank to make, maintain or continue its proportionate interest in any Debt Service Reserve Letter
of Credit or DSR Loan (or commitments therefor), then such Bank shall promptly give
notice together with evidence thereof to the Borrower and the Agent, and the Borrower shall pay forthwith all amounts outstanding, accrued or payable under this Agreement to such Bank and cause such
Bank to be released from all obligations of such Bank under this Agreement.

(b)  A
Bank shall (consistent with legal and regulatory restrictions) designate a different lending office for the DSR Loans (or commitments therefor) or its participation in
the Debt Service Reserve Letter of Credit affected pursuant to thisSection 2.18before giving any notice to the Borrower and the Agent pursuant
to thisSection 2.18if such designation will avoid the need for giving such notice and will not, in the sole opinion of such Bank, be
disadvantageous to such Bank, except that such Bank shall have no obligation to designate a lending office located in the United States of America. If Borrower so requests within ten (10) days
of receipt of the notice referred to above (which notice is based on circumstances not generally applicable to United States or foreign lenders making loans of the types contemplated hereunder), such
Bank shall (consistent with legal and regulatory restrictions) comply withSection 2.20hereof.

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SECTION
2.19Non-Availability.(a) If at any time dollar deposits in the principal amount of
any Bank's proportionate interest in, or obligation under, any DSR Loan bearing interest at the LIBOR Rate are not available to such Bank in the London interbank market for the next Interest Period,
such Bank shall so notify the Agent, who shall so notify the Borrower, and the obligation of such affected Bank to make or continue or to convert DSR Loans into DSR Loans bearing interest based on the
LIBOR Rate shall be immediately suspended and during such suspension be converted into an obligation to do the same with respect to DSR Loans bearing interest at the Adjusted Base Rate; provided, however,that outstanding DSR Loans bearing interest at the LIBOR Rate shall be converted into DSR Loans bearing interest at the Adjusted Base
Rate on the last day of the then current Interest Period applicable to such DSR Loans.

(b)  If
at any time the Interest Rate then in effect based on the LIBOR Rate does not adequately and fairly reflect, in the reasonable judgment of any Bank, the cost for such
Bank of advancing or maintaining its respective proportionate interest in any DSR Loan bearing interest at the LIBOR Rate during any Interest Period, then such Bank shall notify the Agent, who shall
so notify the Borrower, and interest on such Bank's proportionate share of the DSR Loans shall for any subsequent Interest Period accrue at the Adjusted Base Rate.

(c)  If
the Borrower so requests after the suspension of a Bank's obligation to make DSR Loans bearing interest at the LIBOR Rate under this Section 2.19for at least ten (10) consecutive Business
Days based on circumstances not generally applicable to United States or foreign
lenders making loans of the types contemplated hereunder, such Bank shall (consistent with legal and regulatory restrictions) comply with Section 2.20hereof.

SECTION
2.20Assignments by Banks.(a) If (i) a Bank is required to comply with this Section 2.20after a request from the Borrower pursuant toSection 2.17, 2.18or 2.19or (ii) the Borrower requests that the provisions of thisSection 2.20apply to a
Bank within ten (10) days after it receives a notice from the Agent that (A) such Bank has failed to make available to the Agent its portion of any DSR Loan on the date required to be
made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment or (B) such Bank has provided the Agent with notice that such Bank
shall not make available to the Agent such portion of any DSR Loan required to be made available to the Agent pursuant to this Agreement or (C) such Bank has failed to reimburse the Agent
pursuant to the terms of this Agreement, such Bank shall assign all or a part of its proportionate share of the DSR Loans and its commitment to make DSR Loans to a replacement Bank (which may be, but
is not required to be, one of the other Banks) designated by the Borrower;providedthat any assignment or transfer made by a Bank to a replacement Bank
shall satisfy the following conditions: (i) the Borrower shall promptly pay when due all reasonable fees and expenses which such Bank incurs in connection with such transfer or assignment and
(ii) any assignment of all or part of the DSR Loans or obligations shall be made without recourse, representation or warranty, and the Borrower shall cause the replacement Bank to pay to the
Agent for the account of the assigning Bank in immediately available funds all amounts outstanding or payable under this Agreement to each Bank assigning its interest in the DSR Loans.

(b)  Each
Bank agrees that as promptly as practicable after it has made a determination to make a claim for amounts underSection 2.8(b), 2.15,
2.16or2.17with respect to events or conditions arising after the date hereof, it shall notify the Borrower of the same and
use commercially reasonable efforts (consistent with legal and regulatory restrictions and such Bank's internal policies) to mitigate the effect of such provisions on the Borrower, including
(i) in the case ofSection 2.15, 2.16or2.17, efforts to make, fund, issue or maintain
its DSR Loans or the Debt Service Reserve Letter of Credit, as relevant, through another office of such Bank and (ii) in the case of Section 2.8(b), efforts to reemploy amounts held by such
Bank, (x) if as a result thereof the additional moneys which would otherwise be
required to be paid to such Bank pursuant to any of such provisions of this Agreement would be reduced, or the illegality or other adverse circumstances which would otherwise require a prepayment of
such DSR

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Loans or the suspension of the issuance of, or of drawings under, the Debt Service Reserve Letter of Credit pursuant to any of such provisions would cease to exist, and (y) if, as determined
by such Bank in good faith, the making, funding, issuing or maintaining of such DSR Loan or the Debt Service Reserve Letter of Credit, or the making of drawings under the Debt Service Reserve Letter
of Credit through such other office would not otherwise adversely affect such Bank.

SECTION
2.21Reduction in Commitments/DSR Loans.The Borrower shall have the right to refinance all Commitments
and all of the outstanding DSR Loans, if any, in whole but not in part, without premium or penalty upon at least ten (10) days' prior written notice to the Agent; provided, however,that the
Borrower agrees to indemnify each Bank and hold each Bank harmless from any direct loss (but excluding any indirect,
consequential or incidental loss or damage), cost or reasonable out-of-pocket expense which such Bank incurs as a result of a refinancing pursuant to this Section 2.21of any DSR Loan bearing
interest at the LIBOR Rate on a date which is not the last day of an Interest Period applicable thereto. In
any refinancing of such Commitments, the Borrower shall cause the Debt Service Reserve Letter of Credit to be released and returned to the Issuing Bank.

SECTION
2.22Right of Set-off.The Borrower hereby authorizes each Bank, upon the occurrence and
during the continuance of any Event of Default, at any time and from time to time, without notice to the Borrower or any Person other than the Lease Indenture Trustee (any such notice being hereby
expressly waived by the Borrower to the extent it may legally do so) to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time
held, and other indebtedness at any time owing, by such Bank in any of its offices, wherever located (whether such deposits or indebtedness be in dollars or in any other currency), to or for the
credit or the account of the Borrower against any and all of the Obligations and liabilities of the Borrower now or hereafter existing under this Agreement, irrespective of whether or not the Agent
shall have made any demand hereunder or thereunder and although such Obligations may be contingent or unmatured. The Banks agree to promptly notify the Borrower of such set-off and
application.

SECTION
2.23Minimum Amounts.(a) Anything in this Agreement to the contrary notwithstanding, the
aggregate principal amount of DSR Loans bearing interest based on the LIBOR Rate shall be in an amount at least equal to $1,000,000 or in multiples of $1,000,000 in excess thereof and, if any DSR
Loans bearing interest based on the LIBOR Rate would otherwise be in a lesser principal amount for any period, such DSR Loans shall bear interest based on the Adjusted Base Rate during such period.

(b)  Not
more than six (6) DSR Loans bearing interest at the LIBOR Rate may be outstanding at one time.

ARTICLE III

CONDITIONS PRECEDENT

SECTION
3.1Conditions Precedent to Issuance of Debt Service Reserve Letter of Credit.The obligation of the
Issuing Bank to issue the Debt Service Reserve Letter of Credit is subject to the follow conditions precedent:



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14

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

(a)  The
Borrower hereby makes for the benefit of the Agent and the Banks all of the representations and warranties of the Borrower made in Section 3.2 of the
Participation Agreement (unless stated to be given as of an earlier date, in which case such representation and warranty shall be true and correct only as of such earlier date), in the form of such
representations and warranties as they exist on the date of this Agreement and as they may hereafter be amended from time to time, but only to the extent that the incorporation of any such amendments
into this Agreement has been consented to in accordance withSection 9.1. Such representations and warranties are incorporated herein by
reference as if set forth at length in this Agreement;providedthat each reference to the term "Agreement" therein shall be deemed to be a reference to
this Agreement; and with any other appropriate substitutions designed to bestow upon the Agent and the Banks the benefit of such representations and warranties in the same manner and to the same
extent bestowed upon the other parties under the Credit Agreement.

(b)Financial Information.



(c)Regulations T, U and X.No Borrower is engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock, and no proceeds of any Debt Service Reserve Letter of Credit will be used for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulation T, U or X.
Terms for which meanings are provided in F.R.S. Board Regulation T, U or X or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.



(d)The Obligations.The Obligations are senior secured Indebtedness of the Borrower ranking at least pari passuwith all other secured Indebtedness of the Borrower.

(e)Pension and Welfare Plans.The Borrower has no Pension Plans.

(f)Subsidiaries.The Borrower has no Subsidiaries or investments in other Persons (other than the Lessor Estate).

ARTICLE V

COVENANTS

So long as any Commitment is in effect, the Debt Service Reserve Letter of Credit is outstanding or the Obligations remain unpaid, unless compliance has been
waived in accordance withSection 9.1:



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ARTICLE VI

DEFAULTS AND REMEDIES

SECTION
6.1Events of Default.Each of the following shall constitute an "Event of Default" hereunder:



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SECTION
6.2Remedies.If any Event of Default (other than an Event of Default specified in Section 6.1(h))
hereof shall have occurred and be continuing, then the Agent shall at the request of the Required Banks take one or more of the
following actions: (i) by notice to the Borrower and the Lease Indenture Trustee, declare the Commitments to be terminated, whereupon the same shall forthwith terminate, and, after giving
thirty (30) days' written notice to the beneficiary of the outstanding Debt Service Reserve Letter of Credit, terminate the Debt Service Reserve Letter of Credit; or (ii) declare the
Obligations and all other amounts payable under this Agreement and the DSR Notes to be immediately due and payable, whereupon the Obligations, all such interest and all such amounts shall become and
be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; or (iii) terminate the ability of
the Borrower to cause reinstatement of the Outstanding Amount through the reimbursement of Drawings, as contemplated by the terms hereof. If any Event of Default specified in Section 6.1(h)hereof
shall have occurred and be continuing, the Commitments shall terminate automatically, the full unpaid amount of any
outstanding Obligations and any other amounts payable under this Agreement and the DSR Notes shall be immediately due and payable, and the ability of the Borrower to cause reinstatement of the
Outstanding Amount through reimbursement of Drawings shall terminate automatically, in each case without any further action, notice, demand or presentment.

ARTICLE VII

CHARACTER OF OBLIGATIONS

SECTION
7.1Obligations Absolute.The Obligations shall be absolute, unconditional and irrevocable and shall not
be affected or impaired under any circumstances whatsoever, including the following circumstances:



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SECTION
7.2No Personal Liability; Termination.Except as may otherwise specifically be provided in the Lease
Indenture or in the Participation Agreement, all payments to be made in respect of the Debt Service Reserve Letter of Credit, the DSR Notes or under this Agreement shall be made only from the
Indenture Estate, and the Owner Lessor shall have no obligation for the payment thereof except to the extent that there shall be sufficient income or proceeds from the Indenture Estate to make such
payments in accordance with the terms of Section 3 of the Lease Indenture, and the Owner Participant shall not have any obligation for payments in respect of the Debt Service Letter of Credit,
the DSR Notes or under this Agreement. The Issuing Bank, the Agent, and each Bank hereby each agree that it will look solely to the income and proceeds from the Indenture Estate to the extent
available for distribution to the Issuing Bank, the Agent or such Bank, as the case may be, as herein provided and that, except as expressly provided in the Lease Indenture or the Participation
Agreement, (x) none of the Owner Participant, the Trust Company, the Security Agent, or the Lease Indenture Trustee, or any Affiliate of any thereof, shall be personally liable to the Issuing
Bank, the Agent or such Bank for any amounts payable hereunder, under such DSR Note or for any performance to be rendered under this Agreement, any DSR Note or any Indenture Estate Document or for any
liability under this Agreement, any DSR Note or any Indenture Estate Document, and (y) such amounts shall be non-recourse to the assets of each of the Owner Participant, the
Security Agent, the Trust Company or the Lease Indenture Trustee, or any Affiliate of any thereof. Nothing contained in thisSection 7.2limiting
the liability of the Owner Lessor shall derogate from the right of the Issuing Bank, the Agent or the Banks to proceed against the Indenture Estate in accordance with the Lease Indenture to secure and
enforce all payments and obligations due hereunder and under DSR Notes.

In
furtherance of the foregoing, to the fullest extent permitted by law, the Issuing Bank, the Agent and each Bank (and each assignee of such Person), by their acceptance thereof agrees,
as a condition to its being secured under the Lease Indenture, that neither they nor the Lease Indenture Trustee will exercise any statutory right to negate the agreements set forth in this Section 7.2.

Nothing
herein contained shall be interpreted as affecting the representations, warranties or agreements of the Owner Lessor expressly made set forth in the Participation Agreement or
the Lessor LLC Agreement.

The
Issuing Bank, the Agent and each Bank acknowledge and agree that this Agreement (and the DSR Notes) shall terminate and shall be of no further force or effect upon the termination of
the Lease Indenture in accordance with the proviso to Section 12.1 thereof (including, without limitation, upon any sale or other final disposition by the Security Agent of all property
constituting part of the Indenture
Estate and the final distribution by the Security Agent of all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms thereof).

SECTION
7.3Limited Liability of Agent and Banks.As among the Borrower, the Agent and the Banks, the Borrower
assumes all risks of the acts or omissions of the beneficiaries of the Debt Service Reserve Letter of Credit with respect to the use of the Debt Service Reserve Letter of Credit. Neither the Agent nor
any Bank nor any of their respective officers, directors, employees or agents shall be liable or responsible for: (a) the use that may be made of the Debt Service Reserve Letter of Credit or
any acts or omissions of any beneficiaries of the Debt Service Reserve Letter of Credit in connection with the Debt Service Reserve Letter of Credit; (b) the form, validity, sufficiency,
accuracy, genuineness

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or legal effect of any document submitted in connection with the Debt Service Reserve Letter of Credit or of any endorsement thereon, even if such document or endorsement should prove to be in any or
all respects invalid, insufficient, inaccurate, fraudulent or forged; (c) payment by the Issuing Bank against presentation of any document that does not comply with the terms of the Debt
Service Reserve Letter of Credit, including failure of any document to bear any reference or adequate reference to the Debt Service Reserve Letter of Credit; or (d) any other circumstance
whatsoever in making, delaying to make or failing to make payment under the Debt Service Reserve Letter of Credit;provided, however,that the Borrower
shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to the Borrower, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower that the
Borrower proves were the result of the Issuing Bank's willful misconduct or gross negligence in paying under the Debt Service Reserve Letter of Credit or the Issuing Bank's willful or grossly
negligent failure to pay under the Debt Service Reserve Letter of Credit after the presentation to it by the beneficiary of a draft and certificate strictly complying with the terms and conditions of
the Debt Service Reserve Letter of Credit (unless the Issuing Bank in good faith believed itself (based upon an opinion of counsel) to be prohibited by law or legal authority from making such
payment). In furtherance and not in limitation of the foregoing, the Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.

ARTICLE VIII

THE AGENT

SECTION
8.1Authorization and Action.Each Bank hereby appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any
matters not expressly provided for by the Letter of Credit Documents (including enforcement of and collection under any Letter of Credit Document), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks,
and such
instructions shall be binding upon all Banks and all holders of DSR Notes;provided, however,that the Agent shall not be required to take any action
that exposes the Agent to personal liability or that is contrary to any Letter of Credit Document or Applicable Law. In performing its function and duties hereunder, Agent shall act solely as the
agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any other party to any Financing
Document.

SECTION
8.2Agent's Reliance, Etc.Neither the Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under or in connection with any Letter of Credit Document, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent (a) may treat any Bank that has signed a Commitment Transfer Supplement as the holder of the applicable portion of the
Obligations; (b) may consult with legal counsel (including counsel for the Borrower or any Affiliate thereof), independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Bank
and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with any Financing Document; (d) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or conditions of any Financing Document on the part of the Borrower or any Affiliate or to inspect the property (including
the books and records) of the Borrower or any Affiliate thereof; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or
value of any Financing Document

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or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of any Financing Document by acting upon any notice, consent,
certificate or other instrument or writing (which may be by telecopier or otherwise) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION
8.3Issuing Bank and Affiliates.With respect to its Commitment and participation in the Debt Service
Reserve Letter of Credit, the Issuing Bank shall have the same rights and powers under this Agreement as any other Bank and may exercise the same as though it were not the Issuing Bank or the Agent;
and the term "Bank" or "Banks" shall, unless otherwise expressly indicated, include the Issuing Bank in its individual capacity. The Issuing Bank and the Agent and their Affiliates may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any Affiliate thereof and any Person that may do business with or own
securities of the Borrower or any Affiliate thereof, all as if the Issuing Bank and the Agent were not the Issuing Bank and the Agent and without any duty to account therefor to the Banks.

SECTION
8.4Bank Credit Decision.Each Bank acknowledges that it has, independently and without reliance on the
Agent or any other Bank or the Issuing Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank
also acknowledges that it will, independently and without reliance on the Agent or any other Bank or the Issuing Bank and based on such documents and information as it deems appropriate at the time,
continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION
8.5Indemnification.The Banks agree to indemnify the Agent (to the extent not promptly reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the respective principal amounts of the Obligations then held by each of them and/or the respective
amounts of their Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature
whatsoever that may at any time (including without limitation at any time following the payment of any Obligations or termination of this Agreement) be imposed on, incurred by or asserted against the
Agent in any way relating to or arising out of any Financing Document or any action taken or omitted by the Agent under any Financing Document;provided,
however,that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any
costs and expenses payable by the Borrower underSection 9.4, to the extent that the Agent is not reimbursed for such costs and expenses by the
Borrower.

SECTION
8.6Successor Agent.The Agent may resign at any time by giving written notice thereof to the Banks and
the Borrower and may be removed at any time with or without cause with the written approval of the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to
appoint a successor Agent with the consent of the Borrower, which shall not be unreasonably withheld. If no successor Agent has been so appointed by the Required Banks, and has accepted such
appointment, within thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of
the Banks, appoint a successor Agent with the consent of the Borrower (which shall not be unreasonably withheld), which successor Agent shall be a commercial bank organized under the laws of the
United States of America or of any state thereof and having a combined capital and surplus of at least five hundred million dollars ($500,000,000). Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations under the Financing Documents. After any retiring Agent's

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resignation or removal hereunder as Agent, the provisions of thisArticle VIIIshall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent under this Agreement.

SECTION
8.7Collateral.(a) Except as expressly provided herein, the Agent shall have no duty to take any
affirmative steps with respect to the collection of amounts payable in respect of the Collateral. The Agent shall incur no liability as a result of any private sale of the Collateral.

(b)  The
Banks hereby consent, and agree upon written request by the Agent to execute and deliver such instruments and other documents as the Agent may deem desirable to
confirm such consent, to the release of the Lien of the Lease Indenture, including any release in connection with any sale, transfer or other disposition of the Collateral or any part thereof, in
accordance with the Financing Documents.

ARTICLE IX

MISCELLANEOUS

SECTION
9.1Amendments, Etc.No amendment or waiver of any provision of this Agreement or any DSR Note, or
consent to any departure by the Borrower therefrom, shall be effective unless in writing and signed or consented to (in writing) by the Required Banks (and, in the case of amendments, the Borrower),
and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;provided, however, that
no amendment, waiver or consent shall, unless in writing and signed or consented to (in writing) by all of the Banks, do any of the following: (a) waive any of the conditions specified in Article III; (b) increase the Commitments of the Banks or subject the Banks to any additional obligations; (c) reduce the principal
of, or interest on, the DSR Loans or any fees or other amounts payable hereunder; (d) postpone any date fixed for (i) payment of principal of, or interest on, the DSR Loans,
(ii) reimbursement of Drawings under the Debt Service Reserve Letter of Credit or (iii) payment of fees or other amounts payable hereunder; (e) change the percentage of the
Commitments or of the DSR Loans outstanding, or the number of Banks, required for the Banks or any of them to take any action hereunder or (f) amend this Section 9.1; andprovided further, however, that no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Persons required above to take such action, affect the rights or duties of the Agent under this Agreement or any other Letter of Credit Document.

SECTION
9.2Notices, Etc.All notices and other communications provided for hereunder shall be in writing
(including by telecopier) and shall be mailed, telecopied or delivered, if to the Borrower, to it c/o Wells Fargo Bank Northwest, National Association, 213 Court Street, Middletown, CT 06457,
Attention: Corporate Trust Services, telephone (860) 704-6216, telecopy (860) 704-6219 with a copy to: 79 South Main Street, Third Floor, Salt Lake City, UT
84111, Attention: Corporate Trust Services, telephone (801) 246-5630, telecopy (801) 246-5053; if to Westdeutsche Landesbank Girozentrale, New York Branch, in its
capacity as the Agent, the Issuing Bank or a Bank, to it at 1211 Avenue of the Americas, New York, New York 10036, telephone (212) 852-6331, telecopy
(212) 597-8388, Attention: Structural Finance/Energy; if to Credit Suisse First Boston, New York Branch, in its capacity as a Bank, to it at Eleven Madison Avenue, New York, New
York 10010, telephone (212) 325-9126, telecopy (212) 325-8321, Attention: Peter Ryan; if to any other Bank, to it at the address or telecopy number set forth
below its name in the Commitment Transfer Supplement by which it became a party hereto; or, as to each party, to it at such other address or telecopy number as designated by such party in a written
notice to the other parties. All such notices and communications shall be deemed received, (a) if personally delivered, upon delivery, (b) if sent by first-class mail, on the third
Business Day following deposit into the mails and (c) if sent by telecopier, upon acknowledgment of receipt thereof by the recipient, except that notices and communications to the Agent
pursuant toArticle IIorVIIIshall not be effective until received by the Agent.

SECTION
9.3No Waiver; Remedies.No failure on the part of any Bank or the Agent to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, and no

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single or partial exercise of any such right shall preclude any other or further exercise thereof or the exercise of any other right. The remedies provided herein are cumulative and not exclusive of
any remedies provided by law.

SECTION
9.4Costs and Expenses.The Borrower agrees to pay on demand on the Monthly Transfer Date immediately
following such demand (provided such demand is made at least five (5) Business Days thereto, if not, on the next Monthly Transfer Date) (a) all reasonable costs and expenses of the Agent
and the Banks in connection with the preparation, execution, delivery, syndication, administration, modification and amendment of this Agreement, the DSR Notes and the other documents to be delivered
hereunder, including (i) the reasonable fees and out-of-pocket expenses of one counsel for the Banks with respect thereto and with respect to advising the Agent and the
Banks as to their rights and responsibilities, or the perfection, protection or reservation of rights or interests, under this Agreement, the other Financing Documents and the other documents to be
delivered hereunder and (ii) the reasonable fees and expenses of any consultants, auditors or accountants engaged by the Agent with the written consent (which shall not be unreasonably
withheld) of the Borrower pursuant hereto and (b) all reasonable costs and expenses of the Agent and the Banks (including reasonable counsel fees and expenses of the Agent and the Banks) in
connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Financing Documents and the other documents to be delivered hereunder,
whether in any action, suit or litigation, any bankruptcy, insolvency or similar proceeding or otherwise. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing and recording of the aforementioned documents, and the Borrower agrees to indemnify and hold the Agent and the Banks
harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay any of the foregoing to the extent the Borrower had notice thereof.

SECTION
9.5Application of Moneys.If any sum paid or recovered in respect of the Obligations is less than the
amount then due, the Agent may apply that sum to principal, interest, fees or any other amount due under this Agreement in such proportions and order and generally in such manner as the Agent shall
reasonably determine.

SECTION
9.6Severability.Any provision of this Agreement that is prohibited, unenforceable or not authorized in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions of this Agreement
or affecting the validity, enforceability or authorization of such provision in any other jurisdiction.

SECTION
9.7Limitation of Liability.(a) Notwithstanding anything to the contrary contained in this
Agreement and the Financing Documents, the liability and obligation of the Borrower to perform and observe and make good the obligations contained in this Agreement and the Security Documents shall
not be enforced by any action or proceeding wherein damages or any money judgment or any deficiency judgment or any judgment establishing any personal obligation or liability shall be so sought,
collected or otherwise obtained, in each such case, against any officer, director, member, or shareholder or related Person of the Borrower or any Secured Party, and the Agent, for itself and its
successors and
assigns, and on behalf of the Banks, irrevocably waives any and all right to sue for, seek or demand any such damages, money judgment, deficiency judgment or personal judgment against any officer,
director, member, or shareholder or related Person of the Borrower under or by reason of or in connection with this Agreement and agrees to look solely to the Indenture Estate (as provided in Section 7.2) for the enforcement of such liability and obligation of the Borrower.

(b)  Further,
no director, officer, employee, incorporator, member, shareholder or Affiliate of the Owner Lessor, as such, shall have any liability for any obligations of the
Owner Lessor under the Debt Service Letter of Credit, the DSR Notes, this Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Issuing Bank, the
Agent and each Bank hereby waives

22

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and releases all such liability. The waiver and release are part of the consideration for the Owner Lessor entering into this Agreement. 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.

(c)  The
Owner Manager is executing this Agreement and each DSR Note on behalf of the Owner Lessor solely in its capacity as Owner Manager under the Lessor LLC Agreement and
not in its individual capacity and in no case shall the Trust Company (or any successor entity acting as Owner Manager under the Lessor LLC Agreement) be personally liable for or on account of any of
the statements, representations, warranties, covenants or obligations stated to be those of the Owner Lessor or the Owner Manager hereunder, all such liability, if any, being expressly waived by the
parties hereto and any Person claiming by, through, or under such party;provided, however, that the Trust Company (or any such successor Owner Manager)
shall be personally liable hereunder for its own gross negligence or willful misconduct or for its breach of its covenants, representations and warranties contained herein, to the extent covenanted or
made in its individual capacity.

SECTION
9.8Binding Effect.This Agreement shall be binding upon and inure to the benefit of the Borrower, the
Agent and the Banks and their respective successors and assigns, except that the Borrower shall not have the right to assign any of its rights and obligations hereunder without the prior written
consent of the Required Banks, and, except as provided inSection 9.9, no Bank other than the Issuing Bank shall have the right to assign any of
its rights and obligations hereunder.

SECTION
9.9Assignments and Participations.(a) Any Bank may at any time (with the consent of the Agent,
such consent not to be unreasonably withheld or delayed, and the consent of the Issuing Bank, such consent not to be unreasonably withheld or delayed) sell to one or more banks or other entities (a
"Purchasing Bank") all or any part of its rights and obligations under this Agreement and the DSR Notes (which, except in the case of an assignment to a
Person that, immediately before such assignment, was a Bank, shall be equal to at least $1,000,000) pursuant to a Commitment Transfer Supplement executed by such Purchasing Bank, such transferor Bank,
the Agent and the Issuing Bank. Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its
participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this
Agreement, to the same extent as if it were an original party hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement
to the extent, and only to the extent, necessary to
reflect the addition of such Purchasing Bank and the resulting adjustment of commitment percentages arising from the purchase by such Purchasing Bank of all or a portion of the rights and obligations
of such transferor Bank under this Agreement and the DSR Notes. Upon the consummation of any transfer pursuant to thisSection 9.9, the
transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, replacement DSR Notes are issued to such transferor Bank and new DSR Notes or, as appropriate,
replacement DSR Notes, are issued to such Purchasing Bank, in each case, in principal amounts reflecting their Commitments.

(b)  Any
Bank may, from time to time, sell or offer to sell participating interests in any DSR Loans owing to such Bank, any DSR Notes held by such Bank, any Commitment of
such Bank or any other interests and obligations of such Bank hereunder, to one or more banks or other entities (each, a "Participant"), on such terms
and conditions as may be determined by the selling Bank, without the consent of or notice to the Borrower, and the grant of such participation shall not relieve any Bank of its obligations, or impair
the rights of any Bank, hereunder. In the event of any such sale by a Bank of a participating interest to a Participant, such Bank shall remain solely responsible for the performance of such Bank's
obligations under this Agreement, such Bank shall remain the holder of any such DSR Notes for all purposes under this Agreement, the Borrower, the Agent and the Issuing Bank will continue to deal
solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement and such Bank shall retain the sole right and responsibility to exercise the rights of
such Bank, and enforce the obligations of the Borrower, including, without

23

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limitation, the right to approve any amendment, modification, supplement or waiver of any provision of any Letter of Credit Document and the right to take action under Article VIhereof, and such
Bank shall not grant any such Participant any voting rights or veto power over any such action by such Bank under
this Agreement (providedthat such Bank may agree not to consent to any modification, amendment or waiver of this Agreement, without the consent of the
Participant, that would alter the principal of or interest on the DSR Loans, postpone the date fixed for any payment of principal of or interest thereon or extend the term of any Commitment; provided furtherthat if any Participant refuses to consent to any such modification, amendment or waiver of this Agreement, such Bank may purchase the
participating interests from such non-consenting Participant). No Participant shall have any rights under this Agreement to receive payment of principal of or interest on any DSR Loan
except through a Bank and as provided in thisSection 9.9. The Borrower agrees that, upon the occurrence and during the continuance of any Event
of Default, each Participant shall have the right of set-off in respect of its participating interest in amounts owing under this Agreement and any DSR Notes as set forth in Section 2.22hereof to
the same extent as if the amount of its participating interest was owing directly to it as a Bank under this Agreement or
any DSR Notes. The Borrower also agrees that each Participant shall be entitled to the benefits ofSections 2.15, 2.16and 2.17hereof with respect to its
participation granted hereunder;providedthat no Participant shall be
entitled to receive any greater amount pursuant to such Sections than the Bank transferring such participation would have been entitled to receive in respect of the amount of the participation
transferred to such Participant had no such transfer occurred.

(c)  Any
Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.9, disclose to the Purchasing Bank or Participant or proposed
Purchasing Bank or Participant any information relating to the Borrower
furnished to such Bank by or on behalf of the Borrower;provided, however, that prior to any such disclosure, the Person receiving such disclosure shall
sign such confidentiality agreements as is customary for financings of this kind.

SECTION
9.10Indemnification.The Borrower agrees to indemnify and hold harmless the Agent and each Bank and, in
their capacity as such, each of their respective officers, directors, shareholders, controlling persons, employees, agents and servants (each an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements
(including, without limitation, reasonable attorneys' and consultants' fees and expenses) (collectively, "Damages") whatsoever that such Indemnified
Party may incur (or that may be claimed against such Indemnified Party by any Person) by reason of (a) any untrue statement or alleged untrue statement of any material fact concerning the
Borrower or the Collateral, or the omission or alleged omission to state any fact concerning the Borrower or the Collateral necessary to make any such statement, in light of the circumstances under
which it was made, not misleading; (b) the issuance and delivery of the DSR Notes; (c) the use of the proceeds of any Drawing; (d) any reasonable action taken by such Indemnified
Party in protecting and enforcing the rights and remedies of the Agent and the Banks under the Financing Documents; (e) subject to Section 7.3, the execution, delivery or transfer of, or
payment or failure to pay under, the Debt Service Reserve Letter of Credit;
(f) any claim of any Person with respect to any finder's fee, brokerage commission or other similar sum due in connection with any Financing Document; or (g) any failure by the Borrower
to comply with any environmental laws;provided, however, that the Borrower shall not be required to indemnify an Indemnified Party for any Damages to
the extent caused by such Indemnified Party's willful misconduct or gross negligence or breach of such Indemnified Party's obligations under any of the Letter of Credit Documents. If any action, suit
or proceeding arising from any of the foregoing is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Borrower in writing, enclosing a copy of all papers served,
but the omission so to notify the Borrower of any such action shall not relieve the Borrower of any liability that it may have to any Indemnified Party otherwise than under this Section 9.10 provided, however,that the Borrower shall not be liable for any settlement of any such action effected without the Borrower's prior
written consent. In case any such action shall be brought against any Indemnified

24

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Party and it shall notify the Borrower of the commencement thereof, the Borrower shall be entitled to participate in and, to the extent that it shall wish, to assume the defense thereof with counsel
reasonably satisfactory to such Indemnified Party, and after notice from the Borrower to such Indemnified Party of the Borrower's election so to assume the defense thereof. The Borrower shall not be
liable to such Indemnified Party for any subsequent legal or other expenses attributable to such defense, except as provided below, other than reasonable costs of investigation subsequently incurred
by such Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (i) the employment of counsel by such Indemnified Party has been authorized by the Borrower, (ii) the Indemnified Party shall
have reasonably concluded that there may be a conflict of interest between the Borrower and the Indemnified Party in the conduct of the defense of such action (in which case the Borrower shall not
have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the Borrower shall not in fact have employed counsel reasonably satisfactory to the Indemnified
Party to assume the defense of such action.

SECTION
9.11Further Assurances.The Borrower agrees to take all actions as the Agent shall reasonably request
in order to enable the Issuing Bank, the Banks and the Agent to be entitled to all of the benefits as Lease Indenture Secured Parties under the Lease Indenture and the Mortgage.

SECTION
9.12Governing Law.THIS AGREEMENT AND THE DSR NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

SECTION
9.13Consent to Jurisdiction and Venue.Each of the parties hereto irrevocably (i) agrees that
any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in any court of the State of New York or any court of the United States of America located in the
State of New York, (ii) consents, for itself and in respect of its property, to the jurisdiction of each such court in any such suit, action or proceeding and (iii) waives any objection
which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in thisSection 9.13shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

SECTION
9.14Headings.The section and subsection headings used herein have been inserted for convenience of
reference only and do not constitute matters to be considered in interpreting this Agreement.

SECTION
9.15Execution in Counterparts.This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION
9.16Waiver of Jury Trial.THE BORROWER, THE AGENT THE ISSUING BANK AND THE BANKS HEREBY IRREVOCABLY
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

25

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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written.

|           |  | HOMER CITY OL1 LLC                                    
|---------- |  | ------------------------------------------------------
|           |  | By:                                                   
|           |  | By:                                                   
|           |  |                                                       
|           |  |                                                       
|Commitment |  |                                                       
|           |  | WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH 
|$5,302,590 |  | as Agent, Issuing Bank and as a Bank                  
|           |  | By:                                                   
|           |  |                                                       
|           |  |                                                       
|           |  | By:                                                   
|           |  |                                                       
|           |  |                                                       
|$5,302,590 |  | CREDIT SUISSE FIRST BOSTON, NEW
YORK BRANCH, as a Bank
|           |  | By:                                                   
|           |  |                                                       
|           |  |                                                       
|           |  | By:                                                   
|           |  |                                                       
|           |  |                                                       

26

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EXHIBIT A

Form of Debt Service Reserve Letter of Credit

|Westdeutsche Landesbank
Girozentrale, New York Branch
1211 Avenue of the Americas
New York, New York 10036                                                                                                     |  | Letter of Credit No.22703100101WLB
Irrevocable Standby Credit                                                                                   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Date and Place of Issue:
New York, New York
December 7, 2001                                                                                                                                                   |  | Date and Place of Expiry:
Westdeutsche Landesbank
Girozentrale, New York Branch
New York, New York
April 1, 2002                                
|                                                                                                                                                                                                               |  | Applicant:
Homer City OL1 LLC
Wells Fargo Bank Minnesota, N.A.
Corporate Trustee Services
MAC; N2691-090
213 Court Street
Middletown, CT 06457  
|Beneficiary:
The Bank of New York, as successor to
The United States Trust Company of
New York, as Lease Indenture Trustee
114 West 47th Street
25th Floor
New York, New York 10036
Attn: Christopher J. Grell |  | Amount: Up to an aggregate of Ten Million
Six Hundred Five Thousand One
Hundred Eighty United States Dollars
(US$ 10,605,180)                   
|                                                                                                                                                                                                               |  | Credit Available With:
        Westdeutsche Landesbank Girozentrale,
        New York Branch                                                    
|                                                                                                                                                                                                               |  | By: Against Presentation of the
        Documents Detailed Herein Drawn
        on Westdeutsche Landesbank
        Girozentrale, New York Branch

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Ladies
and Gentlemen:

We
irrevocably authorize you to draw on us for the account of the Applicant in any amount up to an aggregate amount not to exceed TEN MILLION SIX HUNDRED FIVE THOUSAND ONE HUNDRED EIGHTY
UNITED STATES DOLLARS (US$10,605,180) (as reduced or reinstated from time to time as set forth in this Letter of Credit, the "Outstanding Amount")
available against presentation of a dated drawing request drawn on Westdeutsche Landesbank Girozentrale, New York Branch, manually signed by an authorized officer of the Beneficiary (who is identified
or purported to be as such) appropriately completed in the form ofAnnex Ihereto and sent by such authorized officer.

The
above drawing request and all communications with respect to this Letter of Credit shall be in writing, addressed to us at 1211 Avenue of Americas, New York, New York 10036,
telephone (212) 852-6331, telecopy (212) 597-8388, Attention: Structured Finance/Energy, referencing this Letter of Credit No. 22703100101WLB and presented
to us by tested telex, delivery in person or facsimile transmission at such address,providedthat the original of the above drawing request or such
communications, as the case may be, shall be sent to us at such address by overnight courier for receipt by us within three (3) Business Days of the date of any such facsimile transmission.

If
the drawing request is presented in compliance with the terms of this Letter of Credit to us at such address by 12:00 noon, New York City time, on any Business Day, payment will be
made not later than 3:00 p.m., New York City time, on such day, and if such drawing request is so presented to us after 12:00 noon, New York City time, on any Business Day, payment will be made
on the following Business Day not later than 1:00 p.m., New York City time. Payment under this Letter of Credit shall be made in immediately available funds by wire transfer to such account as
may be designated by the Beneficiary in the applicable drawing request.

As
used in this Letter of Credit, "Business Day" means any day on which commercial banks located in New York, New York are not required or authorized to remain closed.

This
Letter of Credit shall expire on the date of expiry set forth above (the "Stated Expiration Date").

Notwithstanding
the foregoing, we may at any time, subject to the provisions of the Debt Service Reserve Letter of Credit and Reimbursement Agreement, dated as of December 7,
2001, among the Applicant, the Banks party thereto and Westdeutsche Landesbank Girozentrale, New York Branch, as the Agent and the Issuing Bank (the "Reimbursement
Agreement"), terminate this Letter of Credit by giving The Bank of New York, as successor to the United States Trust Company of New York, as Lease Indenture Trustee (in such
capacity, the "Lease Indenture Trustee") under the Lease Indenture referred to in the Reimbursement Agreement, written notice thereof in the form of Annex 2hereto by delivery in person or facsimile transmission (with written confirmation by overnight courier for receipt by the Beneficiary within two
(2) Business Days) addressed to The Bank of New York, as successor to the United States Trust Company of New York, at 114 West 47th Street, New York, New York 10036, Attn: Corporate Trust
Department, 25th Floor, telephone (212) 852-1034, telecopy (212) 852-1625, at least thirty (30) days prior to termination, whereupon the
Beneficiary is authorized to draw on us prior to such termination the Outstanding Amount of this Letter of Credit by presentation to us, in the manner and at the address specified in the fourth
preceding paragraph, of a drawing request appropriately completed in the form ofAnnex Ihereto and sent and signed by the Beneficiary's authorized
officer.

This
Letter of Credit is effective immediately.

In
the event that a drawing request fails to comply with the terms of this Letter of Credit we shall provide the Beneficiary prompt notice of same stating the reasons therefor and shall
upon your instructions hold any non-conforming drawing request and other documents at your disposal or return any non-conforming drawing request and other documents to the
Beneficiary at the address set forth above. Upon being notified that the drawing was not effected in compliance with this Letter of Credit,

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the Beneficiary may attempt to correct such noncomplying drawing request in accordance with the terms of this Letter of Credit.

This
Letter of Credit sets forth in full the terms of our undertaking and this undertaking shall not in any way be modified, amended, limited or amplified by reference to any document,
instrument or agreement referred to herein, except for the drawing requests and certificates referred to herein.

This
Letter of Credit may be transferred upon presentation to us of a signed transfer certificate in the form ofAnnex 3accompanied by
this Letter of Credit, in which the Beneficiary irrevocably transfers to such transferee all of its rights hereunder, whereupon we agree to either issue a substitute letter of credit to such successor
or endorse the reverse of this Letter of Credit.

Partial
drawings under this Letter of Credit are allowed and each such partial drawing shall reduce the amount thereafter available hereunder for drawings under this Letter of Credit.
This Letter of Credit shall be reinstated as provided inSections 2.2(b)and2.7(b)of the Reimbursement
Agreement and we shall so advise the Beneficiary in a certificate in the form ofAnnex 4hereto. The Outstanding Amount shall be reduced or increased as
provided inSections 2.7(b)and2.7(c)of the Reimbursement
Agreement, subject to reinstatement as provided in the Reimbursement Agreement. In addition, the Outstanding Amount shall be reduced increased as provided inSections
2.2(b)and2.2(c)of the Reimbursement Agreement to the extent that we so advise the Beneficiary pursuant to a certificate in
the form ofAnnex 5hereto.

All
banking charges, including any advising and negotiating bank charges, are for the account of the Applicant.

All
drawing requests under this Letter of Credit must bear the clause:



This
Letter of Credit shall not be amended except with the written concurrence of Westdeutsche Landesbank Girozentrale, New York Branch, the Applicant and the Beneficiary.

We
hereby engage with you that a drawing request drawn strictly in compliance with the terms of this Letter of Credit and amendments thereto shall meet with due honor upon presentation.

This
Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication Number 500 (the
"Uniform Customs"). This Letter of Credit shall be deemed to be a contract made under the laws of the State of New York and shall, as to matters not
governed by the Uniform Customs, be governed by and construed in accordance with the laws of such State.

We
irrevocably agree with you that any legal action or proceeding with respect to this Letter of Credit shall be brought in the courts of the State of New York in the County of New York
or of the United States of America in the Southern District of New York. By signing this Letter of Credit, we irrevocably submit to the jurisdiction of such courts solely for the purposes of this
Letter of Credit. We hereby waive, to the fullest extent permitted by law, any objection we may now or hereafter have to the laying of venue in any such action or proceeding in any such court.

A-3

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[Signature Page to Letter of Credit]

|WESTDEUTSCHE LANDESBANK GIROZENTRALE,
        NEW YORK BRANCH |  | 
|------------------------------------------------------------- |  | 
|                                                              |  | 
|Authorized signature                                          |  | 
|                                                              |  | 
|Authorized signature                                          |  | 

A-4

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ANNEX 1

Drawn under Westdeutsche Landesbank Girozentrale, New York Branch  Letter of Credit Number 22703100101WLB        dated December 7, 2001        DRAWING REQUEST

[Date]

Westdeutsche
Landesbank Girozentrale,
New York Branch
1211 Avenue of the Americas
New York, New York 10036

Attention:

Ladies
and Gentlemen:

The
undersigned hereby draws on Westdeutsche Landesbank Girozentrale, New York Branch, Letter of Credit No. 22703100101WLB Irrevocable Standby Letter of Credit (the
"Letter of Credit") dated December 7, 2001, issued by you in favor of us in connection with that certain Lease Indenture, dated as of
December 7, 2001 (as amended, supplemented or modified from time to time, the "Lease Indenture"), among Homer City OL1 LLC and The Bank of New
York, as successor to the United States Trust Company of New York, as the Lease Indenture Trustee. Any capitalized term used herein and not defined herein shall have its respective meaning as set
forth in the Letter of Credit or the Lease Indenture, as applicable.

In
connection with this drawing, we hereby certify that:





A-5

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A-6

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IN
WITNESS WHEREOF, the undersigned has executed and delivered this request on this    day
of                        ,            .

| | THE BANK OF NEW YORK, as successor to the
UNITED STATES TRUST COMPANY OF NEW YORK,
as Lease Indenture Trustee
| | -------------------------------------------------------------------------------------------------------------
| | By:                                                                                                          
| |                                                                                                              
| | By:                                                                                                          
| |                                                                                                              

A-7

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ANNEX 2

NOTICE OF TERMINATION OF LETTER OF CREDIT

[Date]

The
Bank of New York, as successor to
    The United States Trust Company
    of New York, as Lease Indenture Trustee
114 West 47th Street
25th Floor
New York, New York 10036

Attn:
Corporate Trust Department

Ladies
and Gentlemen:

Reference
is made to Westdeutsche Landesbank Girozentrale, New York Branch, Letter of Credit No. 22703100101WLB Irrevocable Standby Letter of Credit (the
"Letter of Credit") dated December 7, 2001, issued by us in your favor.

This
constitutes our notice to you pursuant to the Letter of Credit that the Letter of Credit shall terminate
on                        ,            [insert a date which is 30
or more days after the date of this notice of termination] (the "Termination Date").

Pursuant
to the terms of the Letter of Credit, you are authorized to draw (pursuant to one or more drawings), prior to the Termination Date, on the Letter of Credit in an aggregate
amount that does not exceed the Outstanding Amount (as defined in the Letter of Credit).

| | Very truly yours,                                    
| | -----------------------------------------------------
| | WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
| | By:                                                  
| |                                                      
| | By:                                                  
| |                                                      

A-8

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ANNEX 3

TRANSFER OF LETTER OF CREDIT



Westdeutsche
Landesbank Girozentrale.
    New York Branch
1211 Avenue of the Americas
New York, New York 10036

Attention:

Ladies
and Gentlemen:

Reference
is made to Westdeutsche Landesbank Girozentrale, New York Branch, Letter of Credit No. 22703100101WLB Irrevocable Standby Letter of Credit dated December 7, 2001
originally issued by you in favor of The Bank of New York, as successor to the United States Trust Company of New York, as Lease Indenture Trustee (the "Letter of
Credit") in connection with that certain Lease Indenture, dated as of December 7, 2001 (as amended, supplemented or modified from time to time, the
"Lease Indenture"), among Homer City OL1 LLC, The Bank of New York, as successor to the United States Trust Company of New York, as Security Agent and
The Bank of New York, as successor to the United States Trust Company of New York, as Lease Indenture Trustee. Any capitalized term used herein and not defined shall have its respective meaning as set
forth in the Letter of Credit or in the Lease Indenture, as applicable.

For
value received, the undersigned, as beneficiary under the Letter of Credit, hereby irrevocably transfers
to                        (the
"Transferee") all rights of the undersigned to draw under the Letter of Credit in their entirety.

By
this transfer, all rights of the undersigned, as beneficiary under the Letter of Credit, are transferred to the Transferee, and the Transferee shall have the sole rights with respect
to the Letter of Credit relating to any amendments thereof and any notices thereunder. All amendments to the Letter of Credit are to be consented to by the Transferee without necessity of any consent
of or notice to the undersigned.

Simultaneously
with the delivery of this notice to you, copies of this notice are being transmitted to the Transferee.

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The
Letter of Credit is returned herewith, and we ask you to either issue a substitute letter of credit for the benefit of the Transferee or endorse the transfer on the reverse thereof,
and forward it directly to the Transferee with your customary notice of transfer.

|                               |              |  | Very truly yours,                                                                                            
|------------------------------ | ------------ |  | -------------------------------------------------------------------------------------------------------------
|                               |              |  | THE BANK OF NEW YORK, as successor to the UNITED STATES TRUST COMPANY OF NEW YORK, as Lease Indenture Trustee
|                               |              |  | By:                                                                                                          
|                               |              |  |                                                                                                              
|                               |              |  | By:                                                                                                          
|                               |              |  |                                                                                                              
|CONSENTED AND ACKNOWLEDGED BY: |              |  |                                                                                                              
|[TRANSFEREE]                   |              |  |                                                                                                              
|By:                            |              |  |                                                                                                              
|                               | Name:
Title: |  |                                                                                                              

A-10

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ANNEX 4

CERTIFICATE OF REINSTATEMENT OF OUTSTANDING AMOUNT



The
Bank of New York, as successor to
    the United States Trust Company
    of New York, as Lease Indenture Trustee
114 West 47th Street
25th Floor
New York, New York 10036

Attn:
Corporate Trust Department

Ladies
and Gentlemen:

Reference
is made to Westdeutsche Landesbank Girozentrale, New York Branch, Letter of Credit No. 22703100101WLB Irrevocable Standby Letter of Credit (the
"Letter of Credit") dated December 7, 2001, issued by us in your favor. Any capitalized term used herein and not defined shall have its
respective meaning as set forth in the Letter of Credit.

This
constitutes our notice to you pursuant to the Letter of Credit that:



| |  | Very truly yours,                                    
| |  | -----------------------------------------------------
| |  | WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
| |  | By:                                                  
| |  |                                                      
| |  | By:                                                  
| |  |                                                      

A-11

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ANNEX 5

CERTIFICATE OF CHANGE OF OUTSTANDING AMOUNT



The
Bank of New York, as successor to
    the United States Trust Company
    of New York, as Lease Indenture Trustee
114 West 47th Street
25th Floor
New York, New York 10036

Attn:
Corporate Trust Department

Ladies
and Gentlemen:

Reference
is made to Westdeutsche Landesbank Girozentrale, New York Branch, Letter of Credit No. 22703100101WLB Irrevocable Standby Letter of Credit (the
"Letter of Credit") dated December 7, 2001 issued by us in your favor in connection with that certain Lease Indenture, dated as of
December 7, 2001 (as amended, supplemented or modified from time to time, the "Lease Indenture"), among Homer City OL1 LLC and The Bank of New
York, as successor to the United States Trust Company of New York, as the Lease Indenture Trustee. Any capitalized term used herein and not defined shall have its respective meaning as set forth in
the Letter of Credit or the Lease Indenture, as applicable.

This
constitutes our notice to you pursuant to the Letter of Credit that we have been advised by the Applicant that:



| |  | Very truly yours,                                    
| |  | -----------------------------------------------------
| |  | WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
| |  | By:                                                  
| |  |                                                      
| |  | By:                                                  
| |  |                                                      

A-12

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EXHIBIT B

DEBT SERVICE RESERVE LETTER OF CREDIT PROMISSORY NOTE

|$5,302,590 |  | New York, New York
December 7, 2001
|---------- |  | -----------------------------------

FOR
VALUE RECEIVED, the undersigned, HOMER CITY OL1, a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of [            ] (the "Bank") the lesser of (i) the principal sum
of                        
($                        ) and
(ii) the aggregate unpaid principal amount of the DSR Loans made by the Bank to the Borrower under the Reimbursement Agreement referred to below, on the dates and in the amounts specified
therein.

The
Borrower further promises to pay interest on the unpaid principal amount hereof from time to time outstanding on the dates and at the rates specified in the Reimbursement Agreement
(as herein defined). This DSR Note is hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the maturity of any indebtedness evidenced hereby or otherwise,
shall the interest contracted for or charged or received by the Bank exceed the maximum amount permissible under Applicable Law. If, due to any circumstance whatsoever, interest would otherwise be
payable to the Bank in excess of the maximum lawful amount, the interest payable to the Bank shall be reduced to the maximum amount permitted under Applicable Llaw, and the amount of interest for any
subsequent period, to the extent less than that permitted by Applicable Law, shall to that extent be increased by the amount of such reduction.

Each
holder hereof is irrevocably authorized to endorse on the schedule attached hereto, or on a continuation thereof, the date each such interest payment is due and the amount of each
such interest payment determined in accordance with the Reimbursement Agreement. All such notations shall constituteprima facieevidence of the
accuracy of the information so recorded and be enforceable against the Borrower with the same force and effect as if such amounts were each set forth in a separate note executed by the Borrower.

All
payments due hereunder shall be made without setoff, counterclaim or deduction of any nature to Westdeutsche Landesbank Girozentrale, New York Branch, as the Agent, at 1211 Avenue of
the Americas, New York, New York 10036, in lawful money of the United States of America and in immediately available funds, or at such other place and in such other manner as may be specified by the
Agent pursuant to the Reimbursement Agreement.

Each
holder hereof is irrevocably authorized to endorse on the schedule attached hereto, or on a continuation thereof, the date and amount of each DSR Loan made to the Borrower and each
payment or prepayment of principal thereof,providedthat the failure of such holder to make, or any error in making, any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under the Reimbursement Agreement. All such notations shall constituteprima facieevidence of the accuracy of the information
so recorded and be enforceable against the Borrower with the same force and effect as if such amounts were each set forth in a
separate note executed by the Borrower.

This
DSR Note is one of the "DSR Notes" of the Borrower to the Bank referred to in, evidences each DSR. Loan made by the Bank to the Borrower under, is subject to the provisions of, and
entities its holder to the benefits of, the Debt Service Reserve Letter of Credit and Reimbursement Agreement, dated as of December 7, 2001 (the "Reimbursement
Agreement"), among the Borrower, the Bank and the other banks party thereto, and Westdeutsche Landesbank Girozentrale, New York Branch, as the Issuing Bank and as the Agent for
the Bank and such other banks, as the same may be amended, supplemented or otherwise modified from time to time and to which reference is hereby made for a

B-1

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more complete statement of the terms and conditions under which each DSR Loan evidenced hereby is to be made and repaid. Capitalized terms in this DSR Note that are not specifically defined herein
shall have the meanings ascribed to them in the Reimbursement Agreement.

The
Reimbursement Agreement provides for, among other things, the acceleration of the maturity of the unpaid principal amount hereof upon the occurrence of certain stated events and for
voluntary prepayments in certain circumstances and upon certain terms and conditions. The obligations of the Borrower under the Reimbursement Agreement and this DSR Note are secured by, and the holder
hereof is entitled to the benefit of, the Collateral as provided in the Security Documents.

In
addition to any and all costs, fees and expenses for which the Borrower is liable under the Reimbursement Agreement, the Borrower promises to pay all reasonable costs and expenses,
including reasonable attorneys' fees and disbursements, incurred in the collection and enforcement hereof or any appeal of any judgment rendered hereon.

The
Borrower hereby expressly waives presentment, protest, demand and dishonor to the fullest extent permitted by applicable law. No failure or delay by any holder of this DSR Note to
exercise any right or remedy under this DSR Note or any other document or instrument entered into pursuant to the Reimbursement Agreement shall operate or be construed as a waiver or modification
hereof or thereof.

This
DSR Note shall be binding upon the successors and assigns of the Borrower and shall inure to the Bank and its successors, endorsees and assigns. If any term or provision of this DSR
Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby.

Except
as may otherwise specifically be provided in the Lease Indenture of the Participation Agreement, the Borrower's obligation to make payments in respect of the DSR Notes shall be
limited as set forth inSection 7.2andSection 9.7 (b)and (c)of the Reimbursement Agreement.

All
payments of principal and interest and all other amounts to be made by the Owner Lessor hereunder or under the Reimbursement Agreement (or the Lease Indenture) shall be made only
from the income and proceeds from the Indenture Estate and the Owner Lessor and Lease Indenture Trustee shall have no obligation for the payment thereof except to the extent that the Lease Indenture
Trustee shall have sufficient income or proceeds from the Indenture Estate to enable such payments to be made in accordance with the terms of the Lease Indenture. Each holder hereof, by its acceptance
of this DSR Note, agrees that (a) it will look solely to the income and proceeds from the Indenture Estate to the extent available for distribution to the holder hereof as above provided,
(b) none of the Lease Indenture Trustee, Owner Participant any OP Guarantor, the Owner Manager or the Trust Company, or any Affiliate of any thereof, is, or shall be, personally liable to the
holder hereof for any amounts payable under this DSR Note or under the Reimbursement Agreement (or the Lease Indenture), except as expressly provided in the Lease Indenture and (c) any such
amounts shall be non-recourse to the assets of each of the Lease Indenture Trustee, the Owner Participant, any OP Guarantor, the Owner Manager or the Trust Company, or any Affiliate of any
thereof.

By
its acceptance hereof, the holder of this DSR Note agrees that the Owner Manager is executing this DSR Note on behalf of the Owner Lessor solely in its capacity as Owner Manager under
the Lessor LLC Agreement and not in its individual capacity and in no case shall the Trust Company (or any entity acting as Owner Manager under the Lessor LLC Agreement) be personally liable in
respect of the obligations stated to be those of the Owner Lessor or the Owner Participant hereunder.

THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

B-2

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The
Borrower hereby expressly and irrevocably agrees and consents that any suit, action or proceeding arising out of or related to this DSR Note may be instituted in any state or federal
court (at the Bank's option) sitting in the County of New York, State of New York, and, by the execution and delivery of this DSR Note, the Borrower expressly waives any objection which it may have
now or hereafter to the venue or to the jurisdiction of any such suit, action or proceeding, and irrevocably submits generally and unconditionally to the jurisdiction of any such court in any such
suit, action or proceeding.

| | HOMER CITY OL1 LLC
| | ------------------
| | By:               
| |                   

B-3

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SCHEDULE

|Date |  | Principal
Amount of
DSR Loan |  | Amount and
Date of
Principal
Paid
or Prepaid |  | Unpaid
Principal
Balance |  | Date Interest
Payment is
Due |  | Amount of
Interest Due |  | Total
Principal
Amount of
DSR Loans
Outstanding |  | Notation Made
By
|---- |  | ---------------------------- |  | -------------------------------------------- |  | ------------------------ |  | ---------------------------- |  | ---------------------- |  | ----------------------------------------------- |  | ----------------
|     |  |                              |  |                                              |  |                          |  |                              |  |                        |  |                                                 |  |                 

B-4

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EXHIBIT C

Form of Commitment Transfer Supplement

COMMITMENT TRANSFER SUPPLEMENT, dated as of the date set forth inItem Iof Schedule Ihereto, among each Transferor Bank set forth inItem 2ofSchedule Ihereto (each, a "Transferor Bank"), each Purchasing Bank set forth in Item 3ofSchedule Ihereto (each a "Purchasing
Bank"), and Westdeutsche Landesbank Girozentrale, New York Branch, as the Issuing Bank and as the Agent under the Reimbursement Agreement described below.

WITNESSETH

WHEREAS, this Commitment Transfer Supplement is being executed and delivered in accordance withSection 9.9of the Reimbursement Agreement, dated as of December 7, 2001, by and among (i) Homer City OL1 LLC, a Delaware limited liability corporation (the
"Borrower"), (ii) Westdeutsche Landesbank Girozentrale, New York Branch, in its capacity as Issuing Bank (the "Issuing
Bank") and as a Bank (as defined below), (iii) Credit Suisse First Boston, New York Branch, as a Bank (as defined below), (iv) each bank or other entity that is,
or becomes pursuant toSection 9.9of the Reimbursement Agreement, a party thereto (collectively, the
"Banks") and (v) Westdeutsche Landesbank Girozentrale, New York Branch, as agent (in such capacity, together with its successors in such
capacity, the "Agent") (as amended, supplemented or otherwise modified in accordance with the terms thereof from time to time, the
"Reimbursement Agreement"; terms defined therein being used herein as therein defined); and

WHEREAS,
each Purchasing Bank (if it is not already a Bank party to the Reimbursement Agreement) desires to become a Bank party to the Reimbursement Agreement; and

WHEREAS,
each Transferor Bank is selling and assigning to its respective Purchasing Bank, certain rights, obligations and commitments under the Reimbursement Agreement;

NOW,
THEREFORE, the parties hereto hereby agree as follows:



C-1

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C-2

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C-3

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IN
WITNESS WHEREOF, the parties hereto have caused this Commitment Transfer Supplement to be executed by their respective duly authorized officers on Schedule Ihereto as of the date set forth inItem Iof Schedule Ihereto.

C-4

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SCHEDULE I TO COMMITMENT  TRANSFER SUPPLEMENT

COMPLETION OF INFORMATION AND  SIGNATURES FOR COMMITMENT  TRANSFER SUPPLEMENT

---

|Re:    |  | Debt Service Reserve Letter of Credit and Reimbursement Agreement, dated as of December 7, 2001, with HOMER CITY OL1 LLC, as the Borrower.
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Item 1 |  | Date of Commitment Transfer Supplement:                                                                                                   
|Item 2 |  | Transferor:                                                                                                                               
|Item 3 |  | Purchasing Banks:                                                                                                                         
|Item 4 |  | Signatures of Parties to Commitment Transfer Supplement:                                                                                  

| |  | ____________________________________ ,
as a Transferor Bank                             
| |  | ----------------------------------------------------------------------------------------
| |  | By:                                                                                     
| |  |                                                                                         
| |  | ____________________________________ ,
as a Purchasing Bank                             
| |  | By:                                                                                     
| |  |                                                                                         
| |  | Westdeutsche Landesbank Girozentrale, New York Branch, as the Issuing Bank and the Agent
| |  | By:                                                                                     
| |  |                                                                                         
| |  | By:                                                                                     
| |  |                                                                                         

C-5

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SCHEDULE II TO COMMITMENT  TRANSFER SUPPLEMENT

PURCHASE PRICES        Names of  Transfer Banks

|Names of
Purchaser Banks         |  | [Insert name of
Transferor Bank] |  | [Insert name of
Transferor Bank] |  | [Insert name of
Transferor Banks]
|-------------------------------- |  | -------------------------------- |  | -------------------------------- |  | ---------------------------------
|[Insert name of Purchasing Bank] |  | $[Insert Purchase Price]         |  | $[Insert Purchase Price]         |  | $[Insert Purchase Price]         

C-6

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SCHEDULE III TO COMMITMENT  TRANSFER SUPPLEMENT

LIST OF LENDING OFFICES, ADDRESSES FOR NOTICES,  COMMITMENT AMOUNTS, AND PROPORTIONATE SHARES

|Names of Transferor Banks  |  | Revised Maximum Commitment
|-------------------------- |  | --------------------------
|[                        ] |  | $                         
|[                        ] |  | $                         

|Names of Transferor Banks  |  | Revised Commitment Percentage
|-------------------------- |  | -----------------------------
|[                        ] |  | %                            
|[                        ] |  | %                            

|Names of Purchasing Banks  |  | New Maximum Commitment
|-------------------------- |  | ----------------------
|[                        ] |  | %                     

|Names of Purchasing Banks  |  | Commitment Percentage
|-------------------------- |  | ---------------------
|[                        ] |  | %                    

C-7

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[NAME
OF PURCHASING BANK(S)]
Address for Notices:
Attention:
Telex:
Answerback:
Telephone:
Telecopier:

Clearing Account:

[Insert
Acct. #1]

Eurodollar Lending Office:

[Insert
Address]

Domestic Lending Office:

[Insert
Address]

C-8

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SCHEDULE IV TO COMMITMENT  TRANSFER SUPPLEMENT

TRANSFER EFFECTIVE NOTICE

,

Transferor
Banks: [                        ]

Purchasing
Banks: [                        ]

Borrower:
HOMER CITY OL1 LLC

The
undersigned, as the Agent under the Debt Service Reserve Letter of Credit and Reimbursement Agreement, dated as of December 7, 2001 by and among (i) Homer City OL1 LLC,
a Delaware limited liability corporation (the "Borrower"), (ii) Westdeutsche Landesbank Girozentrale, New York Branch, as Issuing Bank (the
"Issuing Bank"), and the other Banks named therein (collectively, the "Banks"), and
(iii) Westdeutsche Landesbank Girozentrale, New York Branch, as agent for the Banks (the "Agent") (as amended, supplemented or otherwise modified
in accordance with the terms thereof from time to time, the "Reimbursement Agreement") acknowledge receipt of [    ]
([    ]) copies of the Commitment Transfer Supplement as described inAnnex Ihereto, each fully executed. Terms
defined in such Commitment Transfer Supplement are used herein as therein defined.

1.    Pursuant
to such Commitment Transfer Supplement, you are advised that the Transfer Effective Date will be the date hereof.

2.    Pursuant
to such Commitment Transfer Supplement, each Transferor Bank is required to deliver to the Agent on or before the Transfer Effective Date its DSR
Note[s].

3.    Pursuant
to such Commitment Transfer Supplement, the Borrower is required to deliver to the Agent on or before the Transfer Effective Date the following DSR Notes:

[Describe
each new DSR Note for Transferor Bank and Purchasing Bank as to principal amount and payee.]

4.    Pursuant
to such Commitment Transfer Supplement, each Purchasing Bank is required to pay its Purchase Price, in immediately available funds, to the appropriate Transferor
Bank at or before 12:00 noon, local time of the appropriate Transferor Bank, on [the first Business Day of the month in which the Transfer Effective Date occurs]).

| |  | Very truly yours,                                                   
| |  | --------------------------------------------------------------------
| |  | Westdeutsche Landesbank Girozentrale, New York Branch, as the Agent:
| |  | By:                                                                 
| |  |                                                                     
| |  | By:                                                                 
| |  |                                                                     

C-9

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ANNEX I

INFORMATION FOR COMMITMENT TRANSFER SUPPLEMENT

|Re:    |  | Debt Service Reserve Letter of Credit and Reimbursement Agreement, dated as of December 7, 2001, with Homer City OL1 LLC, as the Borrower
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------
|Item 1 |  | Date of Commitment Transfer Supplement:                                                                                                  
|Item 2 |  | Transferor:                                                                                                                              
|Item 3 |  | Purchasing Banks:                                                                                                                        

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