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                                                                 Exhibit 10.60.4


                                                                  EXECUTION COPY




                      DEBT SERVICE RESERVE LETTER OF CREDIT
                           AND REIMBURSEMENT AGREEMENT


                                      among


                          EDISON MISSION HOLDINGS CO.,
                                   as Borrower


                                       and


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

                                       and

                             THE BANKS NAMED HEREIN


                           dated as of March 30, 2001





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                                TABLE OF CONTENTS

                                                                            PAGE



ARTICLE I DEFINITIONS; CONSTRUCTION..........................................1
      Section 1.1    Definitions.............................................1
      Section 1.2    Construction............................................5

ARTICLE II DEBT SERVICE RESERVE LETTER OF CREDIT.............................6
      Section 2.1    Commitments.............................................6
      Section 2.2    Amount and Term of Debt Service Reserve
                     Letter of Credit........................................6
      Section 2.3    Participations in Debt Service Reserve
                     Letter of Credit........................................7
      Section 2.4    Drawing and Reimbursement...............................7
      Section 2.5    Fees....................................................8
      Section 2.6    Interest................................................8
      Section 2.7    Repayment...............................................9
      Section 2.8    Prepayments.............................................9
      Section 2.9    Security...............................................10
      Section 2.10   Payments...............................................10
      Section 2.11   Computation of Interest and Fees.......................10
      Section 2.12   Payments on Non-Business Days..........................10
      Section 2.13   Sharing of Payments, Etc...............................11
      Section 2.14   Evidence of Debt.......................................11
      Section 2.15   Increased Debt Service Reserve Letter of
                     Credit Costs...........................................11
      Section 2.16   Capital Adequacy.......................................12
      Section 2.17   Taxes..................................................12
      Section 2.18   Change of Law..........................................14
      Section 2.19   Non-Availability.......................................14
      Section 2.20   Assignments by Banks...................................15
      Section 2.21   Reduction in Commitments/DSR Loans.....................16
      Section 2.22   Right of Set-off.......................................16
      Section 2.23   Minimum Amounts........................................16

ARTICLE III CONDITIONS PRECEDENT............................................16
      Section 3.1    Conditions Precedent to Issuance of Debt
                     Service Reserve Letter of Credit.......................16

ARTICLE IV REPRESENTATIONS AND WARRANTIES...................................17

ARTICLE V COVENANTS.........................................................18

ARTICLE VI DEFAULTS AND REMEDIES............................................18
      Section 6.1    Events of Default......................................18


                                        i
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      Section 6.2    Remedies...............................................19

ARTICLE VII CHARACTER OF OBLIGATIONS........................................20
      Section 7.1    Obligations Absolute...................................20
      Section 7.2    Limited Liability of Agent and Banks...................21

ARTICLE VIII THE AGENT......................................................21
      Section 8.1    Authorization and Action...............................21
      Section 8.2    Agent's Reliance, Etc..................................22
      Section 8.3    Issuing Bank and Affiliates............................22
      Section 8.4    Bank Credit Decision...................................22
      Section 8.5    Indemnification........................................22
      Section 8.6    Successor Agent........................................23
      Section 8.7    Collateral.............................................23

ARTICLE IX MISCELLANEOUS....................................................24
      Section 9.1    Amendments, Etc........................................24
      Section 9.2    Notices, Etc...........................................24
      Section 9.3    No Waiver; Remedies....................................24
      Section 9.4    Costs and Expenses.....................................25
      Section 9.5    Application of Moneys..................................25
      Section 9.6    Severability...........................................25
      Section 9.7    Limitation of Liability................................25
      Section 9.8    Binding Effect.........................................26
      Section 9.9    Assignments and Participations.........................26
      Section 9.10   Indemnification........................................27
      Section 9.11   Further Assurances.....................................28
      Section 9.12   Governing Law..........................................28
      Section 9.13   Consent to Jurisdiction and Venue......................28
      Section 9.14   Headings...............................................29
      Section 9.15   Execution in Counterparts..............................29
      Section 9.16   Waiver of Jury Trial...................................29

      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

                                       ii
<PAGE>

                      DEBT SERVICE RESERVE LETTER OF CREDIT
                           AND REIMBURSEMENT AGREEMENT



            This Debt Service Reserve Letter of Credit and Reimbursement
Agreement (this "AGREEMENT"), dated as of March 30, 2001, is entered into by and
among (1) EDISON MISSION HOLDINGS CO., a California corporation (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 to SECTION 9.9, a party hereto
(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 an Indenture, dated as of May 27, 1999 (the
"INDENTURE"), between the Borrower and the United States Trust Company of New
York, as trustee (in such capacity, together with its successors in such
capacity, the "TRUSTEE"), the Borrower issued two series of senior secured bonds
and two series of exchange bonds in respect thereof (collectively, the "BONDS").

            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 1.1 DEFINITIONS. (a) Terms defined in the Indenture (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:

<PAGE>

            "ADJUSTED BASE RATE" means the higher of (i) the Federal Funds Rate
plus .50% and (ii) the Prime Rate.

            "ADJUSTED BASE RATE LOAN" means a DSR Loan bearing interest at the
Adjusted Base Rate.

            "APPLICABLE LAW" shall mean, with respect to any Person, property or
matter, any of the following applicable thereto: any statute, law, regulation,
ordinance, rule, judgment, rule of common law, order, decree, arbitral decision,
governmental approval, approval, concession, grant, franchise, license,
agreement or other governmental restriction, or any voluntary restraint, policy
or guideline with which such Person has formally agreed to comply, whether in
effect as of the date of this Agreement or thereafter and in each case as
amended.

            "BONDS" has the meaning set forth in RECITAL A.

            "BUSINESS DAY" means a day (other than a Saturday or Sunday) on
which banks are open for business in New York, New York, and, in matters
relating to the determination of a LIBOR Rate or Interest Period, a day on which
the London interbank market deals in U.S. Dollar deposits.

            "CLOSING DATE" means the date on which the conditions precedent set
forth in SECTION 3.1 have been fulfilled and the Debt Service Reserve Letter of
Credit is issued.

            "COLLATERAL" has the meaning set forth in the Indenture.

            "COLLATERAL AGENT" means the United States Trust Company of New
York, as collateral agent under the Security Deposit Agreement, or any successor
thereto pursuant to the terms thereof.

            "COMMITMENT" has the meaning set forth in SECTION 2.1.

            "COMMITMENT TRANSFER SUPPLEMENT" means a Commitment Transfer
Supplement entered into by a Bank and another Person substantially in the form
of EXHIBIT C.

            "CREDIT AGREEMENT" has the meaning set forth in the Indenture.

            "DEBT SERVICE RESERVE LETTER OF CREDIT" means a letter of credit
substantially in the form of EXHIBIT A, issued or to be issued by the Issuing
Bank, or any letter of credit issued by the Issuing Bank in replacement thereof.

            "DEFAULT" means an event that with the giving of any required notice
and/or the lapse of any required time would constitute an Event of Default.

            "DRAWING" means a drawing under the Debt Service Reserve Letter of
Credit.

            "DSR LOAN" has the meaning set forth in SECTION 2.4.

            "DSR NOTE" has the meaning set forth in SECTION 2.14(a).


                                       2
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            "EVENT OF DEFAULT" has the meaning set forth in SECTION 6.1.

            "EXCLUDED TAXES" has the meaning set forth in SECTION 2.17(a).

            "EXPIRATION DATE" means the earliest to occur of (a) three hundred
sixty-four (364) days from the Closing Date and (b) the date on which the Debt
Service Reserve Letter of Credit is terminated in accordance with the provisions
hereof.

            "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest
rate PER ANNUM equal for each day during such period to the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three federal funds brokers of
recognized standing selected by it.

            "FINANCING DOCUMENTS" has the meaning given such term in the
Security Deposit Agreement.

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

            "INDEMNIFIED PARTY" has the meaning set forth in SECTION 9.10.

            "INDENTURE" has the meaning set forth in RECITAL A.

            "INTERCREDITOR AGREEMENT" has the meaning set forth in the
Indenture.

            "INTEREST PAYMENT DATE" means, with respect to (i) any Adjusted Base
Rate Loan, the first Business Day of each April and October, and (ii) any LIBOR
Rate Loan, the last day of each Interest Payment with respect thereto, in each
case, commencing on the first such date after the applicable Drawing giving rise
to such DSR Loan, and any date on which interest on such DSR Loan becomes due
and payable upon the prepayment thereof, the final maturity date thereof, the
declaration of acceleration with respect thereto, or otherwise.

            "INTEREST PERIOD" means, with respect to any LIBOR Rate Loan, an
interest period of one (1), two (2), three (3) or six (6) months (or, such other
period as may be mutually agreed to among the Borrower and the Banks); PROVIDED,
HOWEVER, that such Interest Period shall, in all events, end no later than the
next Principal Payment Date to occur.

            "LETTER OF CREDIT DOCUMENTS" means this Agreement, the DSR Notes and
the Debt Service Reserve Letter of Credit.

            "LIBOR RATE" means, for any DSR Loan bearing interest at the LIBOR
Rate, a rate PER ANNUM equal to the offered rate for deposits in United States
dollars (in the approximate amount and having approximately the same maturity as
the LIBOR Rate Loan to be made) which appears on the Telerate LIBOR screen as of
11:00 a.m. (London time), two (2) Business Days

                                       3
<PAGE>

prior to the first day of the Interest Period for such LIBOR Rate Loan, and in
case of variations in rates, the arithmetic average thereof rounded upwards, if
necessary, to the nearest 1/100 of 1%, calculated by the Agent.

            "LIBOR RATE LOAN" means a DSR Loan bearing interest at the LIBOR
Rate.

            "MONTHLY TRANSFER DATE" has the meaning given such term in the
Security Deposit Agreement.

            "OBLIGATIONS" means all of the obligations of the Borrower to the
Banks and the Agent under this Agreement and the DSR Notes, whether for
principal (including reimbursement of amounts drawn under the Debt Service
Reserve Letter of Credit), interest, fees, expenses, indemnification or
otherwise.
            "OUTSTANDING AMOUNT" means an amount not in excess of $35,350,600 at
any time as the same may be reduced, increased or reinstated from time to time
in accordance with the terms and provisions hereof and of the Debt Service
Reserve Letter of Credit.

            "PARTICIPANT" has the meaning set forth in SECTION 9.9(B).

            "PRIME RATE" means the variable rate of interest PER ANNUM
officially announced or published by the Agent from time to time as its "prime
rate," such rate being set by the Agent as a general reference rate of interest,
taking into account such factors as the Agent may deem appropriate, it being
understood that many of the Agent's commercial or other loans are priced in
relation to such rate, that it is not necessarily the lowest or best rate
actually charged to any customer and that the Agent may make various commercial
or other loans at rates of interest having no relationship to such rate. For
purposes of this Agreement, each change in the Prime Rate shall be effective as
of the opening of business on the date announced as the effective date of the
change in such "prime rate."

            "PRINCIPAL PAYMENT DATE" means, with respect to any DSR Loan, the
first Business Day of each April and October, commencing on the first such date
after the applicable Drawing giving rise to such DSR Loan, and any date on which
all or a portion of the principal of any DSR Loan becomes due and payable upon
the prepayment thereof, the final maturity date thereof, the declaration of
acceleration with respect thereto, or otherwise.

            "PURCHASING BANK" has the meaning set forth in SECTION 9.9(A).

            "REGULATORY CHANGE" means, subsequent to the date of this Agreement,
any adoption or change in United States Federal, state or municipal or foreign
law or regulations (including without limitation Regulation D) or the adoption
or change or making of any application, interpretation, directive, request or
guideline of or under any United States federal, state or municipal or foreign
law or regulations by any court, central bank or Governmental Authority.

            "REQUIRED BANKS" means, at any time, Banks (one of which shall be
the Agent) owed at least 66 2/3% of the sum of the Obligations then outstanding
and/or the Commitments;


                                       4
<PAGE>

PROVIDED, HOWEVER, that, if and so long as there are only two Banks, then
"Required Banks" shall mean both of such Banks.

            "RESERVE REQUIREMENT" means, for DSR Loans bearing interest at the
LIBOR Rate, the rate (expressed as a percentage) at which reserves (including
any marginal, supplemental or emergency reserves) are required to be maintained
during the Interest Period therefor under Regulation D by member banks of the
Federal Reserve System in New York City with deposits exceeding one billion U.S.
dollars against "Eurocurrency liabilities" (as such term is used in Regulation
D).

            "SECURED PARTIES" has the meaning set forth in the Intercreditor
Agreement.

            "SECURITY DEPOSIT AGREEMENT" means the Security Deposit Agreement,
dated as of March 18, 1999, among the Borrower, the other Loan Parties as
defined and named therein and the Collateral Agent, as amended by Amendment No.
1, dated as of May 27, 1999, among the Borrower, such other Loan Parties and the
Collateral Agent.

            "SECURITY DOCUMENTS" has the meaning set forth in the Security
Deposit Agreement.

            "TAXES" has the meaning set forth in SECTION 2.17(A).

            "TERMINATION NOTICE" has the meaning set forth in SECTION 2.2(D).

            "TRUSTEE" has the meaning set forth in RECITAL A.

            Section 1.2 CONSTRUCTION. 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.


                                       5
<PAGE>

                                   ARTICLE II

                      DEBT SERVICE RESERVE LETTER OF CREDIT

            Section 2.1 COMMITMENTS. 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 2.2 AMOUNT 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
Collateral Agent, for the benefit of the holders of the Bonds, in the face
amount of $35,350,600, 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 Bond Debt Service Reserve Requirement shall reduce or
increase in accordance with the Indenture and the Security Deposit Agreement,
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 Bond Debt Service Reserve Requirement;
PROVIDED, HOWEVER, that in no event shall the Outstanding Amount exceed
$35,350,600 at any time. Subject to SECTION -------- 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,
PROVIDED that any such reinstatement shall not cause the Outstanding Amount
(when added to the balance in the Bond Debt Service Reserve Account) to exceed
the Bond Debt Service Reserve Requirement.

            (c) The Borrower shall deliver, or cause to be delivered, (i) to
each of the Agent and the Collateral Agent prompt notice of the occurrence of
any event resulting in an adjustment to the Bond Debt Service Reserve
Requirement and (ii) to each of the Agent and the Collateral Agent 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 Collateral Agent a notice in
the form of ANNEX 5 to 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 2 to


                                       6
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the Debt Service Reserve Letter of Credit (a "TERMINATION NOTICE"), whereupon
the Expiration Date shall occur. 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 2.3 PARTICIPATIONS 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 2.4 DRAWING 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 this SECTION 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 this SECTION 2.4 shall constitute
a "DSR Loan" under this Agreement.


                                       7
<PAGE>

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

            (a) if there is more than one (1) Bank, for the account of the
Agent, an annual administration fee of $50,000, payable on the Monthly Transfer
Date next succeeding the first date on which there is more than one Bank;

            (b) to the Agent for the respective accounts of the Banks, (i) a
structuring fee equal to .75% of the aggregate Commitments and (ii) a letter of
credit fee equal to .50% of the aggregate Commitments, in each case, payable on
the Closing Date; and

            (c) 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 2.6 INTEREST. (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 ANNUM equal 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 ANNUM or (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 to SECTION 2.4
shall 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 to SECTIONS 2.6(D), 2.19 and 2.23, such DSR Loan shall then bear
interest based on the LIBOR Rate from the date of such DSR Loan.

            (c) Subject to SECTIONS 2.6(D), 2.19 and 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, PROVIDED that a LIBOR Rate Loan may be converted only on the last day
of


                                       8
<PAGE>

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
this SECTION 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
under SECTION 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 to SECTION
2.6(B) or 2.6(C).

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

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

            (c) Subject to SECTIONS 2.2 and 6.1, 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 2.8 PREPAYMENTS. (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.


                                       9
<PAGE>

            (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 2.9 SECURITY. The Obligations shall be secured by the
Security Documents, the rights and remedies in respect of which shall be
exercised pursuant to the Intercreditor Agreement.

            Section 2.10 PAYMENTS. (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 in SECTION 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
to SECTION 2.5(A), (C) or (D) or payable pursuant to SECTION 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 2.11 COMPUTATION 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.

            Section 2.12 PAYMENTS 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


                                       10
<PAGE>

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 2.13 SHARING 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 to SECTION 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 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; PROVIDED that 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 this SECTION 2.13.

            Section 2.14 EVIDENCE 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 of EXHIBIT 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 2.15 INCREASED 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 Dates under the Security
Deposit Agreement, additional


                                       11
<PAGE>

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
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 2.15 arising 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 2.16 CAPITAL 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 2.16 arising 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 2.17 TAXES(a) (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


                                       12
<PAGE>

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, rule or regulation, then
the Borrower will:

                  (i) pay directly to the relevant authority the full amount
      required to be so withheld or deducted;

                  (ii) within 30 days after such payment forward to the Agent an
      official receipt or other documentation satisfactory to the Agent
      evidencing such payment to such authority; and

                  (iii) pay to the Agent for the account of the Banks such
      additional amount or amounts as is necessary to ensure that the net amount
      actually received by each Bank will equal the full amount such Bank would
      have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted again 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


                                       13
<PAGE>

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 2.18 CHANGE 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 this SECTION 2.18 before giving any notice to the Borrower and the
Agent pursuant to this SECTION 2.18 if 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 with
SECTION 2.20 hereof.

            Section 2.19 NON-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.


                                       14
<PAGE>

            (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 2.19 for 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 2.20 hereof.

            Section 2.20 ASSIGNMENTS BY BANKS. (a) If (i) a Bank is required to
comply with this SECTION 2.20 after a request from the Borrower pursuant to
SECTION 2.17, 2.18 or 2.19 or (ii) the Borrower requests that the provisions of
this SECTION 2.20 apply 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; PROVIDED that 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 under SECTION 2.8(B), 2.15,
2.16 or 2.17 with 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 of SECTION 2.15, 2.16 or 2.17, 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 Loans or the suspension of the issuance of, or of
drawings under, the Debt Service Reserve Letter of


                                       15
<PAGE>

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 2.21 REDUCTION 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 2.21 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. 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 2.22 RIGHT 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 Collateral Agent (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 2.23 MINIMUM 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 3.1 CONDITIONS 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:


                                       16
<PAGE>

            (a) the Agent shall have received the following, each dated on or
before the Closing Date unless otherwise specified below, in form and substance
satisfactory to the Agent and in the number of originals or photostatic copies
reasonably required by the Agent:

                  (i) this Agreement and the DSR Notes duly executed by the
      Borrower; and

                  (ii) a certificate of the Collateral Agent as to the
      incumbency and specimen signatures of the officers of the Collateral Agent
      authorized to make drawings, to execute and present certificates under the
      Debt Service Reserve Letter of Credit, and otherwise to communicate with
      the Agent with respect thereto;

            (b) the Indenture, the Intercreditor Agreement and the Security
Documents shall be in full force and effect;

            (c) the Borrower shall have paid all accrued fees and expenses (as
provided in SECTIONS 2.5 and 9.4) of the Agent and the Banks (including the
reasonable accrued fees and disbursements of counsel to the Agent and the
Banks), to the extent that one or more statements for such fees and expenses
have been presented for payment;

            (d) the Agent shall have received such other approvals, opinions,
evidence and documents as it may reasonably request and which are customary for
transactions of the type contemplated by this Agreement.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            The Borrower hereby makes for the benefit of the Agent and the Banks
all of the representations and warranties of the Borrower made in the Credit
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 with SECTION 9.1, provided that
the representations and warranties set forth in SECTIONS 7.1(B), 7.4, 7.5,
7.6(B), 7.8, 7.10 and 7.14 of the Credit Agreement shall be qualified by the
information contained in the reports and filings made by the Borrower with the
Securities and Exchange Commission as set forth on SCHEDULE I hereto. Such
representations and warranties are incorporated herein by reference as if set
forth at length in this Agreement; PROVIDED that any reference to the term
"Obligations" shall be deemed to include the Obligations hereunder; each
reference to the term "Loan Document" 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 Lenders under the
Credit Agreement.


                                       17
<PAGE>

                                    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 with SECTION 9.1:

            (a) all of the covenants of the Borrower contained in ARTICLE IV of
the Indenture (other than those in SECTIONS 4.1 and 4.2 thereof) and ARTICLE V
of the Indenture, in the form of such covenants as they exist as of 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 with SECTION 9.1, are hereby incorporated
and made applicable by reference as if set forth at length in this Agreement;
PROVIDED that each reference to the term "Indenture" shall be deemed to be a
reference to this Agreement; each reference to the Trustee shall be deemed to be
a reference to the Agent and the Banks; and with any other appropriate
substitutions designed to bestow upon the Agent and the Banks the benefit of
such covenants in the same manner and to the same extent bestowed upon the
Trustee and the Holders of the Bonds in the Indenture, and the Borrower shall
observe and perform all of such incorporated covenants; and

            (b) the Borrower will not, without the prior written approval of the
Required Banks, terminate, amend or otherwise modify any provision of any
Financing Document if such termination, amendment or other modification would
affect the priority of payments from the Revenue Account under the Security
Deposit Agreement in a manner adverse to the Agent or any Bank, increase any
Accrued Interest Amount (as defined in the Security Deposit Agreement), amend
the principal payment dates of any Senior Debt in a manner adverse to the Agent
or any Bank, or change the voting requirements under the Intercreditor Agreement
in a manner adverse to the Agent or any Bank.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

            Section 6.1 EVENTS OF DEFAULT. Each of the following shall
constitute an "Event of Default" hereunder:

            (a) any amount in respect of fees, costs or expenses due by the
Borrower under this Agreement shall not be paid in full within ten (10) days
following delivery of notice thereof to the Borrower; or

            (b) any amount due by the Borrower in respect of interest on any DSR
Loan shall not be paid in full within five (5) days after its due date; or


                                       18
<PAGE>

            (c) any amount due by the Borrower in respect of principal of any
DSR Loan shall not be paid to the Agent in full within three (3) days after its
due date; or

            (d) any representation or warranty made by or on behalf of the
Borrower in this Agreement (including by incorporation by reference), or in any
certificate furnished to the Agent or the Banks, shall prove to have been false
or misleading in any respect as of the time made, confirmed or furnished and the
inaccuracy has had or is reasonably expected to have a Material Adverse Effect
and such misrepresentation shall continue uncured for thirty (30) or more days
from the date an Authorized Officer of the Borrower obtains actual knowledge
thereof; or

            (e) the Borrower shall fail to perform or observe any covenant or
agreement contained in (i) SECTION 4.7, 4.9, 4.10, 4.11, 4.13, 4.14, 4.15, or
5.1 of the Indenture (as incorporated into paragraph (a) of ARTICLE V of this
Agreement) or (ii) paragraph (b) of ARTICLE V of this Agreement, and, in each
such case, such failure shall continue uncured for thirty (30) or more days
after an Authorized Officer of the Borrower has actual knowledge of such
failure; or

            (f) the Borrower shall fail to perform or observe any of its
covenants contained (including by incorporation by reference) in any other
provision of this Agreement (other than those referred to in paragraphs (a),
(b), (c) and (e), above) and such failure shall continue uncured for sixty (60)
or more days after an Authorized Officer of the Borrower has actual knowledge of
such failure; PROVIDED that if the Borrower commences and diligently pursues
efforts to cure such default within such sixty (60) day period, the Borrower may
continue to effect such cure of the default (and such default shall not be
deemed as "Event of Default" hereunder) for an additional thirty (30) days so
long as the Borrower is diligently pursuing such cure; or

            (g) an "Event of Default" under any of paragraphs (a), (c), (d),
(e), (f) or (g) of SECTION 6.1 of the Indenture shall occur and be continuing;
or

            (h) an "Event of Default" under any of paragraphs (h) or (i) of
SECTION 6.1 of the Indenture shall occur and be continuing.

            Section 6.2 REMEDIES. 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
Collateral Agent, 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


                                       19
<PAGE>

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

            (a) any lack of validity or enforceability of any provision of any
Financing Document;

            (b) any amendment or waiver of, or any consent to departure from,
any provision of any Financing Document;

            (c) the existence of any claim, setoff, defense or other right that
the Borrower may have at any time against the Collateral Agent, any other
beneficiary of the Debt Service Reserve Letter of Credit (or any Person for whom
the Collateral Agent or any such beneficiary may be acting), any Bank, the Agent
or any other Person, whether in connection with any Financing Document, the
transactions contemplated thereby or any unrelated transaction;

            (d) any statement or signature in any certificate or other document
presented under the Debt Service Reserve Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect, or any such statement being
untrue or inaccurate in any respect whatsoever;

            (e) any exchange, release or nonperfection of any Collateral or
other collateral, or any release, amendment or waiver of or consent to departure
from any Financing Document or any guaranty for any of the Obligations;

            (f) payment by a Bank under the Debt Service Reserve Letter of
Credit against presentation of a draft or certificate that does not comply with
the terms of the Debt Service Reserve Letter of Credit;

            (g) any issuance of additional Permitted Indebtedness; and

            (h) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing.


                                       20
<PAGE>

            Section 7.2 LIMITED 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 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 8.1 AUTHORIZATION 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.


                                       21
<PAGE>

            Section 8.2 AGENT'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 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 8.3 ISSUING 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 8.4 BANK 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 8.5 INDEMNIFICATION. 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


                                       22
<PAGE>

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 under SECTION 9.4, to the extent that the Agent is not reimbursed
for such costs and expenses by the Borrower.

            Section 8.6 SUCCESSOR 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
resignation or removal hereunder as Agent, the provisions of this ARTICLE VIII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement.

            Section 8.7 COLLATERAL. (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 Liens on the
Collateral, 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.


                                       23
<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

            Section 9.1 AMENDMENTS, 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; and PROVIDED 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 9.2 NOTICES, 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 at 18101 Von
Karman Avenue, Suite 1700, Irvine, California 92612-1046, Attention: Chief
Financial Officer, telephone (949) 752-5588, telecopy (949) 798-7883; 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 to ARTICLE II or VIII shall not be
effective until received by the Agent.

            Section 9.3 NO 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 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.


                                       24
<PAGE>

            Section 9.4 COSTS AND EXPENSES. The Borrower agrees to pay on demand
on the Monthly Transfer Date immediately following such demand (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 9.5 APPLICATION 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 9.6 SEVERABILITY. 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 9.7 LIMITATION OF LIABILITY. 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 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 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 Borrower and the security and Collateral held under
or in connection with the Security Documents for the enforcement of such
liability and obligation of the Borrower.


                                       25
<PAGE>

            Section 9.8 BINDING 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 in SECTION 9.9,
no Bank other than the Issuing Bank shall have the right to assign any of its
rights and obligations hereunder.

            Section 9.9 ASSIGNMENTS 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 this SECTION 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


                                       26
<PAGE>

to exercise the rights of such Bank, and enforce the obligations of the
Borrower, including, without 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 VI hereof, 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 (PROVIDED that 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 FURTHER
that 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 this SECTION 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 2.22 hereof 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 of SECTIONS 2.15, 2.16 and 2.17 hereof with respect to
its participation granted hereunder; PROVIDED that 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 9.10 INDEMNIFICATION. 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


                                       27
<PAGE>

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 7.2, 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 except
for any liabilities resulting from actions as set forth in clauses (A) and (B)
in Section 11.4 of the Credit Agreement; 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 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 9.11 FURTHER ASSURANCES. The Borrower agrees to take all
actions as the Banks shall request in order to enable the Banks to become
Secured Parties to the Security Documents and entitled to all of the benefits as
Secured Parties thereunder.

            Section 9.12 GOVERNING 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 9.13 CONSENT 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


                                       28
<PAGE>

(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 this SECTION 9.12 shall
affect the right of any party hereto to serve legal process in any other manner
permitted by law.

            Section 9.14 HEADINGS. 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 9.15 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

            Section 9.16 WAIVER 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.


                                       29
<PAGE>

            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.

                                         EDISON MISSION HOLDINGS CO.



                                         By: /s/ G. Gary Garcia
                                            ---------------------
                                         Name: G. Gary Garcia
                                         Title: Vice President
COMMITMENT
                                         WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                         NEW YORK BRANCH
$17,675,300                              as Agent, Issuing Bank and as a Bank


                                         By: /s/ Jasjeet S. Sood
                                            ----------------------
                                            Name: Jasjeet S. Sood
                                            Title: Managing Director and Head
                                                   of Energy Group


                                         By: /s/ Jonathan Berman
                                            ----------------------
                                            Name: Jonathan Berman
                                            Title: Managing Director



$17,675,300                              CREDIT SUISSE FIRST BOSTON, NEW YORK
                                         BRANCH, as a Bank


                                         By: /s/ Peter A. Ryan
                                            --------------------
                                            Name: Peter A. Ryan
                                            Title: Vice President


                                         By: /s/ Brian T. Caldwell
                                            ------------------------
                                            Name: Brian T. Caldwell
                                            Title: Vice President




<PAGE>

                                                                       EXHIBIT A


                  FORM OF DEBT SERVICE RESERVE LETTER OF CREDIT

Westdeutsche Landesbank               Letter of Credit No. 22703100832WLB
Girozentrale, New York Branch         Irrevocable Standby Credit
1211 Avenue of the Americas
New York, New York  10036

Date and Place of Issue:              Date and Place of Expiry:
New York, New York                    Westdeutsche Landesbank
April 2, 2001                         Girozentrale, New York Branch
                                      New York, New York
                                      April 1, 2002

                                      Applicant:
                                      Edison Mission Holdings Co.
                                      18101 Von Karman Avenue
                                      Suite 1700
                                      Irvine, CA 92612

Beneficiary:                          Amount:  Up to an aggregate of
United States Trust Company of        Thirty-Five Million Three
   New York, as Collateral            Hundred Fifty Thousand six
   Agent                              Hundred United States Dollars
114 West 47th Street                  (US$35,350,600)
New York, New York  10036
Attn:  Christopher J. Gell




                                      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



                                      A-1
<PAGE>





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 THIRTY-FIVE
MILLION THREE HUNDRED FIFTY THOUSAND SIX HUNDRED UNITED STATES DOLLARS
(US$35,350,600) (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 of
ANNEX I hereto 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. 22703100832WLB and presented to us by tested telex, delivery in
person or facsimile transmission at such address, PROVIDED that 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 March 30, 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 Beneficiary and the United States Trust Company of New
York, as Collateral Agent (in such capacity, the "COLLATERAL Agent") under the
Intercreditor Agreement referred to in the Reimbursement Agreement, written
notice thereof in the form of ANNEX 2 hereto 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 United States Trust
Company of New York, at 114 West 47th Street, New York, New York 10036, Attn:
Corporate Trust Department, 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 of ANNEX I hereto and sent and signed by the Beneficiary's
authorized officer.

                                      A-2
<PAGE>

      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, the Beneficiary may attempt to correct
such non-complying 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 of ANNEX 3 accompanied 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 in SECTIONS 2.2(B) and 2.7(B) of the Reimbursement Agreement and we
shall so advise the Beneficiary in a certificate in the form of ANNEX 4 hereto.
The Outstanding Amount shall be reduced or increased as provided in SECTIONS
2.7(B) and 2.7(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 in SECTIONS 2.2(B) and 2.2(C) of the
Reimbursement Agreement to the extent that we so advise the Beneficiary pursuant
to a certificate in the form of ANNEX 5 hereto.

      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:

         "Drawn under Westdeutsche Landesbank Girozentrale, New York Branch,
         Letter of Credit Number 22703100832WLB dated April 2, 2001."

      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.


                                      A-3
<PAGE>

      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-4
<PAGE>



                      [SIGNATURE PAGE TO LETTER OF CREDIT]



WESTDEUTSCHE LANDESBANK GIROZENTRALE,
     NEW YORK BRANCH


______________________________
Authorized signature


______________________________
Authorized signature



                                      A-5
<PAGE>

                                                                         ANNEX I


        Drawn under Westdeutsche Landesbank Girozentrale, New York Branch
                     Letter of Credit Number 22703100832WLB

                               dated April 2, 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. 22703100832WLB Irrevocable
Standby Letter of Credit (the "LETTER OF CREDIT") dated April 2, 2001, issued by
you in favor of us in connection with that certain Indenture, dated as of May
27, 1999 (as amended, supplemented or modified from time to time, the
"INDENTURE"), among Edison Mission Holdings Co. and United States Trust Company
of New York, as the 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 Indenture, as applicable.

            In connection with this drawing, we hereby certify that:

A)    This drawing in the amount of US$__________ is being made pursuant to
      Westdeutsche Landesbank Girozentrale, New York Branch, Letter of Credit
      No. ___________ Irrevocable Standby Letter of Credit issued to the
      Collateral Agent pursuant to the Reimbursement Agreement;

      [Use at least one or more of the following forms of paragraph B, as
      applicable]

B)    After the transfer of monies on deposit in the Debt Service Reserve
      Account in respect of the Bonds, there are insufficient monies in the
      [Accrued Interest Account in respect of the Bonds] [and] [the Principal
      Account in respect of the Bonds] on the Monthly Transfer Date occurring
      ______, _____ to pay the [interest] [and] [principal] due on the Bonds
      pursuant to the Indenture on such date (each capitalized word being used
      as defined in the Indenture or the Security Deposit Agreement) (whether
      due on a Monthly Payment Date, at stated maturity, at acceleration or
      otherwise);


                                       A-6
<PAGE>

                                       or

B)    The long-term debt rating of Westdeutsche Landesbank Girozentrale, New
      York Branch, has fallen below "A" as determined by Standard & Poor's
      Ratings Group or "A2" as determined by Moody's Investor Services, Inc. and
      Edison Mission Holdings Co. has failed to provide us with a substitute
      letter of credit from another Acceptable Credit Provider or other
      Acceptable Credit Support within thirty (30) days of such downgrade.

                                       or

B)    We have received a Default Notice or an Acceleration Notice and a Default
      Period exists and is continuing (as each such term is defined in the
      Intercreditor Agreement), and such notice remains in effect on the date of
      this drawing and we have been directed by the Required Secured Parties to
      draw on this Letter of Credit;

                                       or

B)    The Stated Expiration Date will occur within thirty (30) days of the date
      hereof and Edison Mission Holdings Co. has failed to deliver a replacement
      or renewal letter of credit letter of from another Acceptable Credit
      Provider or other Acceptable Credit Support and security is still required
      under the terms of the Security Deposit Agreement and the Indenture.

                                       or

B)    You have delivered to us a Notice of Termination of Letter of Credit in
      the form of Annex 2 to the Letter of Credit stating that the Letter of
      Credit will terminate prior to the Stated Expiration Date and Edison
      Mission Holdings Co. has failed to deliver a replacement or renewal letter
      of credit from another Acceptable Credit Provider or other Acceptable
      Credit Support prior to such termination date and security is still
      required under the terms of the Security Deposit Agreement and the
      Indenture.

C)    The amount requested to be drawn does not exceed the Outstanding Amount;
      and

D)    You are directed to make payment of the requested drawing to account no.
      ________________ at ______________________ [insert bank name, address and
      account number].

                                      A-7
<PAGE>



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



                                    UNITED STATES TRUST COMPANY OF
                                    NEW YORK, as Collateral Agent


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


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




<PAGE>



                                                                         ANNEX 2


                    NOTICE OF TERMINATION OF LETTER OF CREDIT

                                     [Date]




United States Trust Company
    of New York, as Collateral Agent
114 West 47th Street
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. 22703100832WLB Irrevocable Standby Letter of Credit
(the "LETTER OF CREDIT") dated April 2, 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
<PAGE>

                                                                         ANNEX 3


                          TRANSFER OF LETTER OF CREDIT

                                     [Date]


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. 22703100832WLB Irrevocable Standby Letter of Credit dated
April 2, 2001 originally issued by you in favor of the United States Trust
Company of New York, as Collateral Agent (the "LETTER OF CREDIT") in connection
with that certain Indenture, dated as of May 27, 1999 (as amended, supplemented
or modified from time to time, the "INDENTURE"), among Edison Mission Holdings
Co. and United States Trust Company of New York, as 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 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.

The Transferee is the successor to the Beneficiary, as Collateral Agent under
the Intercreditor Agreement, dated as of March 18, 1999, among the Loan Parties
named therein, Citicorp USA, Inc., as Administrative Agent, and the United
States Trust Company of New York, as Collateral Agent, and all conditions to
appointment of such successor set forth in the Intercreditor Agreement have been
satisfied.

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.

                                      A-9
<PAGE>

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,


                                    UNITED STATES TRUST COMPANY OF
                                    NEW YORK, as Collateral Agent

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

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

CONSENTED AND ACKNOWLEDGED BY:

[TRANSFEREE]

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


                                      A-10
<PAGE>

                                                                         ANNEX 4


               CERTIFICATE OF REINSTATEMENT OF OUTSTANDING AMOUNT

                                     [Date]


United States Trust Company
    of New York, as Collateral Agent
114 West 47th Street
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. 22703100832WLB Irrevocable Standby Letter of Credit
(the "LETTER OF CREDIT") dated April 2, 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:

            We have received repayment of a DSR Loan in accordance with the
            provisions of the Reimbursement Agreement in the amount of $_______,
            and, pursuant to SECTION 2.7(C) of the Reimbursement Agreement, the
            Outstanding Amount is therefore increased by such amount to
            $_______.



                                      A-11
<PAGE>



                                    Very truly yours,


                                    Westdeutsche Landesbank
                                    Girozentrale, NEW YORK BRANCH


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


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



                                      A-12
<PAGE>

                                                                         ANNEX 5


                   CERTIFICATE OF CHANGE OF OUTSTANDING AMOUNT

                                     [Date]


United States Trust Company
    of New York, as Collateral Agent
114 West 47th Street
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. 22703100832WLB Irrevocable Standby Letter of Credit
(the "LETTER OF CREDIT") dated April 2, 2001 issued by us in your favor in
connection with that certain Indenture, dated as of May 27, 1999 (as amended,
supplemented or modified from time to time, the "INDENTURE"), among Edison
Mission Holdings Co. and United States Trust Company of New York, as the
Trustee. Any capitalized term used herein and not defined shall have its
respective meaning as set forth in the Letter of Credit or the Indenture, as
applicable.

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

            The Bond Debt Service Reserve Requirement has been
            [reduced/increased] by the amount of $________. Accordingly,
            pursuant to SECTION 2.2(B) of the Reimbursement Agreement, the
            Outstanding Amount is [reduced/increased] by $___________ to
            $___________ .

                                    Very truly yours,
                                    Westdeutsche Landesbank
                                    Girozentrale, NEW YORK BRANCH


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


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


                                      A-13
<PAGE>

                                                                       EXHIBIT B


              DEBT SERVICE RESERVE LETTER OF CREDIT PROMISSORY NOTE

$17,675,300                                                 New York, New York
                                                                 April 2, 2001

            FOR VALUE RECEIVED, the undersigned, EDISON MISSION HOLDINGS CO., a
California corporation (the "BORROWER"), hereby unconditionally promises to pay
to the order of [_______________] (the "BANK") the lesser of (i) the principal
sum of SEVENTEEN MILLION SIX HUNDRED SEVENTY FIVE THOUSAND THREE HUNDRED DOLLARS
($17,675,300) 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 law, 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
constitute PRIMA FACIE evidence 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, PROVIDED that 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 constitute PRIMA FACIE evidence of the accuracy of the information so
recorded and


                                      B-1
<PAGE>

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
March 30, 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 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.

            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.

            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


                                      B-2
<PAGE>

proceeding, and irrevocably submits generally and unconditionally to the
jurisdiction of any such court in any such suit, action or proceeding.



                                    EDISON MISSION HOLDINGS CO.


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



                                      B-3
<PAGE>


                                    SCHEDULE



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



<PAGE>

                                                                       EXHIBIT C


                     FORM OF COMMITMENT TRANSFER SUPPLEMENT

            COMMITMENT TRANSFER SUPPLEMENT, dated as of the date set forth in
ITEM I of SCHEDULE I hereto, among each Transferor Bank set forth in ITEM 2 of
SCHEDULE I hereto (each, a "TRANSFEROR BANK"), each Purchasing Bank set forth in
ITEM 3 of SCHEDULE I hereto (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 with SECTION 9.9 of the Reimbursement Agreement, dated
as of March 30, 2001, by and among (i) Edison Mission Holdings Co., a California
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
to SECTION 9.9 of 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:

            1. Upon receipt by the Agent of [ ] ([ ]) fully executed originals
of this Commitment Transfer Supplement, to each of which is attached a fully
completed SCHEDULE I, SCHEDULE II and SCHEDULE III, and each of which has been
executed by each Transferor Bank, each Purchasing Bank and any other Person
required by the Reimbursement Agreement to execute this Commitment Transfer
Supplement, the Agent will transmit to the Borrower, each Transferor Bank and
each Purchasing Bank a Transfer Effective Notice, substantially in the form of
SCHEDULE IV hereto (a "TRANSFER EFFECTIVE NOTICE"). Such Transfer Effective
Notice shall set forth, INTER ALIA, the date on which the transfer effected by
this Commitment Transfer Supplement shall become effective (the "TRANSFER
EFFECTIVE DATE"), which date shall be the date hereof. From and after the
Transfer Effective Date, each Purchasing Bank shall be a Bank party to the
Reimbursement Agreement for all purposes thereof.


                                      C-1
<PAGE>

            2. Each Purchasing Bank shall pay to each of its respective
Transferor Banks an amount equal to the purchase price, as agreed between such
Transferor Bank and each such Purchasing Bank and as set forth on SCHEDULE II
hereto (the "PURCHASE PRICE"), of the portion being purchased (such Purchasing
Bank's "PURCHASED PERCENTAGE") by such Purchasing Bank of the outstanding DSR
Loans and other amounts owing to the respective Transferor Bank under the
Reimbursement Agreement and the DSR Notes (the "OUTSTANDING OBLIGATIONS"). Each
Purchasing Bank shall pay the appropriate Purchase Price to each of its
respective Transferor Banks, in immediately available funds, 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. Effective upon the
Transfer Effective Date, each Transferor Bank hereby irrevocably sells, assigns
and transfers to each of its respective Purchasing Banks, without recourse,
representation or warranty other than as set forth in SECTION 8 hereof, and each
such Purchasing Bank hereby irrevocably purchases, takes and assumes from each
of its respective Transferor Banks, such Purchasing Bank's Purchased Percentage
of the Commitment, presently outstanding DSR Loans and other amounts owing to
each such Transferor Bank under the Reimbursement Agreement and the DSR Notes,
together with all instruments, documents and collateral security pertaining
thereto.

            3. Each Transferor Bank has made arrangements with each of its
respective Purchasing Banks with respect to (a) the portion, if any, to be paid,
and the date or dates for payment, by such Transferor Bank to each of its
respective Purchasing Banks of any fees heretofore received by such Transferor
Bank pursuant to the Reimbursement Agreement prior to the Transfer Effective
Date and (b) the portion, if any, to be paid, and the date or dates for payment,
by each such Purchasing Bank to each Transferor Bank, or by each such Transferor
Bank to each Purchasing Bank, of fees or interest received by each such
Purchasing Bank or each such Transferor Bank, as the case may be, pursuant to
the Reimbursement Agreement from and after the Transfer Effective Date. Any
interest, accrued from and after the Transfer Effective Date, with respect to
principal of the DSR Loans for which the Purchase Price has yet to be paid under
SECTION 2 above, shall accrue for the benefit of the appropriate Transferor Bank
to the extent of the Adjusted Base Rate and shall accrue for the benefit of the
appropriate Purchasing Bank to the extent of the applicable interest rate less
the Adjusted Base Rate.

            4. (a) All principal payments that would otherwise be payable from
and after the Transfer Effective Date to or for the account of any Transferor
Bank pursuant to the Reimbursement Agreement and the DSR Notes shall, instead,
be payable to or for the account of the appropriate Transferor Banks and the
appropriate Purchasing Banks, as the case may be, in accordance with their
respective interests as reflected in this Commitment Transfer Supplement.

            (b) Except as otherwise agreed as set forth in SECTION 3 hereof, all
interest, fees and other amounts that would otherwise accrue for the account of
any Transferor Bank from and after the Transfer Effective Date pursuant to the
Reimbursement Agreement and the DSR Notes shall, instead, accrue for the account
of, and be payable to, the appropriate Transferor Banks and the appropriate
Purchasing Banks, as the case may be, in accordance with their respective
interests as reflected in this Commitment Transfer Supplement. In the event that
any amount of interest, fees, or other amounts accruing prior to the Transfer
Effective Date was included in the Purchase Price paid by any Purchasing Bank,
the appropriate Transferor Bank


                                      C-2
<PAGE>

and such Purchasing Bank will make appropriate arrangements for payment by such
Transferor Bank to such Purchasing Bank of such amount upon receipt thereof from
the Borrower.

            5. On or prior to the Transfer Effective Date, each Transferor Bank
will deliver to the Agent its DSR Note[s]. On or prior to the Transfer Effective
Date, the Borrower will deliver to the Agent new DSR Notes for each Purchasing
Bank and each Transferor Bank, in each case in principal amounts reflecting, in
accordance with the Reimbursement Agreement, their respective "Revised
Commitment Percentage" or "New Commitment Percentage," as the case may be and as
set forth in SCHEDULE III hereto, of the Commitment or, as appropriate, their
then outstanding shares of the Outstanding Obligations (as adjusted pursuant to
this Commitment Transfer Supplement). Promptly after the Transfer Effective
Date, the Agent will send to each Transferor Bank and Purchasing Bank its new
DSR Notes[s] with the superseded DSR Note[s] of each Transferor Bank attached to
the new DSR Note[s] (or if more than one new DSR Note, the superseded DSR
Note[s] attached to one of such new DSR Note(s) and copies thereof attached to
all other new DSR Note).

            6. Concurrently with the execution and delivery hereof, the
Transferor Banks will provide to each Purchasing Bank (if it is not already a
Bank party to the Reimbursement Agreement) copies of all documents delivered to
the Transferor Banks evidencing satisfaction of the conditions precedent set
forth in the Reimbursement Agreement.

            7. Each of the parties to this Commitment Transfer Supplement agrees
that at any time and from time to time upon the written request of any other
party, it will execute and deliver such further documents and do such further
acts and things as such other party may reasonably request in order to effect
the purposes of this Commitment Transfer Supplement.

            8. By executing and delivering this Commitment Transfer Supplement,
each Transferor Bank and each of its respective Purchasing Banks confirm to and
agree with each other, the Agent, the Issuing Bank and the Banks as follows: (a)
other than the representation and warranty that it is the legal and beneficial
owner of the interest being assigned hereby free and clear of any adverse claim,
each such Transferor Bank makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Reimbursement Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Reimbursement Agreement, the DSR Notes or any other instrument or document
furnished pursuant thereto, (b) each such Transferor Bank makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under the Reimbursement Agreement, the DSR
Notes or any other instrument or document furnished pursuant hereto, (c) each
such Purchasing Bank confirms that it has received a copy of the Reimbursement
Agreement, together with copies of such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Commitment Transfer Supplement, (d) each such Purchasing Bank will,
independently and without reliance upon the Agent, its respective Transferor
Banks or any other Bank or the Issuing Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Reimbursement
Agreement, (e) each such Purchasing Bank appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under the
Reimbursement


                                      C-3
<PAGE>

Agreement as are delegated to the Agent by the terms thereof together with such
powers as are reasonably incidental thereto and (f) each such Purchasing Bank
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Reimbursement Agreement are required to be
performed by it as a Bank.

            9. SCHEDULE III hereto sets forth for each Transferor Bank and each
Purchasing Bank the revised Commitment, and/or Commitment Percentage, as the
case may be, of each Transferor Bank and each Purchasing Bank, as well as
certain administrative information with respect to each Purchasing Bank.

            10. Notwithstanding anything to the contrary in this Commitment
Transfer Supplement, if the long-term debt rating of any Purchasing Bank shall,
at any time, be less than a rating of A or the equivalent thereof by S&P or A2
or the equivalent thereof by Moody's, then the Issuing Bank may, in its sole and
absolute discretion, purchase all or any part (as designated by the Issuing
Bank) of such Purchasing Bank's participating interest hereunder (the "PURCHASED
INTERESTS") (which, if in part, may be limited to the Purchasing Bank's
participating interest in the rights and obligations of the Issuing Bank under,
and in connection with, one or more Debt Service Reserve Letters of Credit,
including, without limitation, the obligations to pay the Issuing Bank if it is
not reimbursed by the Borrower in immediately available funds for any drawings
under such Debt Service Reserve Letter of Credit and to make certain loans, if
any, provided to be made under the Reimbursement Agreement in the event of
certain drawings under such Debt Service Reserve Letter of Credit, all in
accordance with the Reimbursement Agreement) by providing such Purchasing Bank
with at least two Banking Days' prior notice of such purchase and making a
payment to such Purchasing Bank for all outstanding amounts owing to it
hereunder or pursuant to the Reimbursement Agreement in respect of the Purchased
Interests on the date of such purchase as set forth in such notice. Upon any
such purchase of all of a Purchasing Bank's participating interest hereunder,
such Purchasing Bank shall no longer have any rights or obligations as a
Purchasing Bank hereunder or as a Bank under the Reimbursement Agreement or
under any other instruments or documents furnished pursuant thereto. The Issuing
Bank may, in its sole and absolute discretion, retain for its own account and/or
sell its interest in all or any portion of the Purchased Interests.

            11. THIS COMMITMENT TRANSFER SUPPLEMENT 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.

            12. This Commitment Transfer Supplement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same document.

            13. Execution of this Commitment Transfer Supplement by the Agent as
set forth below shall constitute the consent of such Person required pursuant to
SECTION 9.9 of the Reimbursement Agreement.


                                      C-4
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Commitment
Transfer Supplement to be executed by their respective duly authorized officers
on SCHEDULE I hereto as of the date set forth in ITEM I of SCHEDULE I hereto.



<PAGE>

                                             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 March 30, 2001, with
                  EDISON MISSION HOLDINGS CO., as the
                  Borrower.

Item 1               Date of Commitment Transfer       [Insert date of
                     Supplement:                       Commitment Transfer
                                                       Supplement]

Item 2               Transferor:                       [Insert names of
                                                       Transferor Banks]

Item 3               Purchasing Banks:                 [Insert names of
                                                       Purchasing Banks]

Item 4               Signatures of Parties to
                     Commitment Transfer Supplement:


                                    __________________________________________
                                    as a Transferor Bank


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


                                    __________________________________________
                                    as a Purchasing Bank


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


                                    Westdeutsche Landesbank
                                    Girozentrale, New York Branch,
                                    as the Issuing Bank and the
                                    Agent


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



                                      C-6
<PAGE>

                                                        SCHEDULE I
                                                        (CONTINUED)



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









                                      C-7
<PAGE>


                                            SCHEDULE II TO COMMITMENT
                                                  TRANSFER SUPPLEMENT


                                 PURCHASE PRICES

                                    Names of
                                 Transfer Banks

<TABLE>
<CAPTION>

===========================================================================================================
Names of                 [Insert name of             [Insert name of              [Insert name of
Purchasing Banks         Transferor Bank]            Transferor Bank]             Transferor Bank]
----------------         ----------------            ----------------             ----------------
-----------------------------------------------------------------------------------------------------------
<S>                      <C>                         <C>                          <C>
[Insert name of          $[Insert Purchase Price]    $[Insert Purchase Price]     $[Insert Purchase Price]
Purchasing Bank]
-----------------------------------------------------------------------------------------------------------

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

===========================================================================================================
</TABLE>



                                      C-8
<PAGE>

                                           SCHEDULE III TO COMMITMENT
                                                  TRANSFER SUPPLEMENT


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

<TABLE>
<CAPTION>

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

      NAMES OF TRANSFEROR BANKS         REVISED MAXIMUM COMMITMENT
      -------------------------------------------------------------------
<S>                                     <C>
      [              ]                  $
      -------------------------------------------------------------------

      [              ]                  $
      -------------------------------------------------------------------

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

      NAMES OF TRANSFEROR BANKS         REVISED COMMITMENT PERCENTAGE
      -------------------------------------------------------------------

      [              ]                                     %
      -------------------------------------------------------------------

      [              ]                                     %
      -------------------------------------------------------------------

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

      NAMES OF PURCHASING BANKS         NEW MAXIMUM COMMITMENT
      -------------------------------------------------------------------

      [              ]                                     %
      -------------------------------------------------------------------

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

      NAMES OF PURCHASING BANKS         COMMITMENT PERCENTAGE
      -------------------------------------------------------------------

      [              ]                                     %
      ===================================================================
</TABLE>



                                      C-9
<PAGE>



                                                         SCHEDULE III
                                                          (CONTINUED)
                                                           ---------


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

CLEARING ACCOUNT:

[Insert Acct.  #]

EURODOLLAR LENDING OFFICE:

[Insert Address]

DOMESTIC LENDING OFFICE:

[Insert Address]




                                      C-10
<PAGE>

                                            SCHEDULE IV TO COMMITMENT
                                                  TRANSFER SUPPLEMENT


                            TRANSFER EFFECTIVE NOTICE

_______________________,___


Transferor Banks: [                     ]

Purchasing Banks: [                     ]

Borrower:  EDISON MISSION HOLDINGS CO.

            The undersigned, as the Agent under the Debt Service Reserve Letter
of Credit and Reimbursement Agreement, dated as of March 30, 2001 by and among
(i) Edison Mission Holdings Co., a Delaware limited liability company (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 in ANNEX I hereto, 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.]



                                      D-1
<PAGE>


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


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



                                      D-2
<PAGE>


                                                                         ANNEX I


                                 INFORMATION FOR
                         COMMITMENT TRANSFER SUPPLEMENT

            Re:   Debt Service Reserve Letter of
                  Credit and Reimbursement Agreement,
                        dated as of March 30, 2001, with
                  Edison Mission Holdings Co., as the
                  Borrower

Item 1               Date of Commitment Transfer       __________________, ____
                     Supplement:

Item 2               Transferor Banks:                 [                    ]

Item 3               Purchasing Banks:                 [                    ]





<PAGE>

                                                                    SCHEDULE III
                                                                     (CONTINUED)

                                                                      Schedule I

      Edison Mission Holdings Co. Filings with the Securities and Exchange
                                   COMMISSION


1.    Form: 10-Q
      Filing Date: November 14, 2000

2.    Form: 10-Q
      Filing Date: August 11, 2000

3.    Form: S-4/A
      Filing Date: June 26, 2000

4.    Form: S-4/A
      Filing Date: June 12, 2000

5.    Form: S-4/A
      Filing Date: April 3, 2000

6.    Form: S-4/A
      Filing Date: March 21, 2000

7.    Form: S-4/A
      Filing Date: February 29, 2000

8.    Form: S-4/A
      Filing Date: February 8, 2000

9.    Form: S-4
      Filing Date: December 3, 1999


                                      D-1