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                                                                  Exhibit 4.20







                                    INDENTURE

                           DATED AS OF APRIL 5, 2001,

                                     between

                              EDISON MISSION ENERGY

                                       and

                    UNITED STATES TRUST COMPANY OF NEW YORK,

                                   as Trustee

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                                TABLE OF CONTENTS

                                                                                                               PAGE
                                                                                                               ----

<S>     <C>              <C>                                                                                   <C>
ARTICLE 1 DEFINITIONS.............................................................................................1
         Section 1.1       Certain Terms Defined..................................................................1

ARTICLE 2 THE NOTES...............................................................................................8
         Section 2.1       Form and Dating........................................................................8
         Section 2.2       Execution and Authentication...........................................................9
         Section 2.3       Registrar and Paying Agent............................................................10
         Section 2.4       Paying Agent to Hold Money in Trust...................................................10
         Section 2.5       Holder Lists..........................................................................11
         Section 2.6       Transfer and Exchange.................................................................11
         Section 2.7       Replacement Notes.....................................................................23
         Section 2.8       Outstanding Notes.....................................................................23
         Section 2.9       Temporary Notes.......................................................................23
         Section 2.10      Cancellation..........................................................................24
         Section 2.11      Defaulted Interest....................................................................24

ARTICLE 3 COVENANTS OF THE COMPANY AND THE TRUSTEE...............................................................24
         Section 3.1       Payment of Principal and Interest.....................................................24
         Section 3.2       Appointment to Fill Vacancy in Office of Trustee......................................25
         Section 3.3       Certificate to Trustee, Notices of Defaults...........................................25
         Section 3.4       Reports by the Company................................................................25
         Section 3.5       Restrictions on Liens.................................................................26
         Section 3.6       Maintenance of Corporate Existence....................................................27
         Section 3.7       Taxes.................................................................................28

ARTICLE 4 EVENTS OF DEFAULT AND REMEDIES OF THE TRUSTEE AND NOTEHOLDERS..........................................28
         Section 4.1       Event of Default Defined; Acceleration of Maturity; Waiver of Default.................28
         Section 4.2       Collection of Indebtedness by Trustee; Trustee May Prove Debt.........................30
         Section 4.3       Application of Proceeds...............................................................32
         Section 4.4       Suits for Enforcement.................................................................33
         Section 4.5       Restoration of Rights on Abandonment of Proceedings...................................33
         Section 4.6       Limitations of Suits by Noteholders...................................................33
         Section 4.7       Powers and Remedies Cumulative, Delay or Omission Not Waiver of Default...............34
         Section 4.8       Control by Noteholders................................................................34
         Section 4.9       Waiver of Past Defaults...............................................................35
         Section 4.10      Rights of Holders to Receive Payment..................................................35

                                       i

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<S>     <C>              <C>                                                                                   <C>
ARTICLE 5 CONCERNING THE TRUSTEE.................................................................................35
         Section 5.1       Duties and Responsibilities of the Trustee During Default and Prior to
                           Default...............................................................................35
         Section 5.2       Certain Rights of the Trustee.........................................................36
         Section 5.3       Trustee Not Responsible for Recitals, Disposition of Notes or
                           Application of Proceeds Thereof.......................................................38
         Section 5.4       Trustee and Agents May Hold Notes; Collections, Etc...................................38
         Section 5.5       Moneys Held by Trustee................................................................38
         Section 5.6       Compensation and Indemnification of Trustee and Its Prior Claim.......................39
         Section 5.7       Right of Trustee to Rely on Officers' Certificate, Etc................................39
         Section 5.8       Persons Eligible for Appointment as Trustee...........................................39
         Section 5.9       Resignation and Removal, Appointment of Successor Trustee.............................40
         Section 5.10      Acceptance of Appointment by Successor Trustee........................................41
         Section 5.11      Merger, Conversion, Consolidation or Succession to Business of Trustee................41
         Section 5.12      Reports by Trustee....................................................................42

ARTICLE 6 CONCERNING THE NOTEHOLDERS.............................................................................42
         Section 6.1       Evidence of Action Taken by Noteholders...............................................42
         Section 6.2       Proof of Execution of Instruments and of Holding of Notes Record Date.................42
         Section 6.3       Holders to Be Treated as Owners.......................................................43
         Section 6.4       Notes Owned by Company Deemed Not Outstanding.........................................43
         Section 6.5       Right of Revocation of Action Taken...................................................44

ARTICLE 7 SUPPLEMENTAL INDENTURES................................................................................44
         Section 7.1       Supplemental Indentures Without Consent of Noteholders................................44
         Section 7.2       Supplemental Indentures With Consent of Noteholders...................................45
         Section 7.3       Effect of Supplemental Indenture......................................................46
         Section 7.4       Documents to Be Given to Trustee......................................................46
         Section 7.5       Notation of Notes in Respect of Supplemental Indentures...............................46

ARTICLE 8 MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE.......................................................47
         Section 8.1       Covenant Not to Merge, Consolidate, Sell, Lease or Transfer Assets
                           Except Under Certain Conditions.......................................................47
         Section 8.2       Successor Corporation Substituted.....................................................48
         Section 8.3       Opinion of Counsel to Trustee; Officers' Certificate..................................48

ARTICLE 9 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS..............................................48
         Section 9.1       Satisfaction and Discharge of Indenture...............................................48
         Section 9.2       Application by Trustee of Funds Deposited for Payment of Notes........................49
         Section 9.3       Repayment of Moneys Held by Paying Agent..............................................50
         Section 9.4       Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two
                           Years.................................................................................50
         Section 9.5       Defeasance and Discharge of Indenture.................................................50
         Section 9.6       Defeasance of Certain Obligations.....................................................51

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                                       ii

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<TABLE>

<S>     <C>              <C>                                                                                   <C>
ARTICLE 10 REDEMPTION OF NOTES...................................................................................53
         Section 10.2      Notes Redeemed in Part................................................................53
         Section 10.3      Notice of Redemption..................................................................53
         Section 10.4      Payment of Notes Called for Redemption................................................54

ARTICLE 11 MISCELLANEOUS PROVISIONS..............................................................................54
         Section 11.1      Incorporators, Shareholders, Officers and Directors of Company Exempt
                           from Individual Liability.............................................................54
         Section 11.2      Provisions of the Indenture for the Sole Benefit of Parties and
                           Noteholders...........................................................................54
         Section 11.3      Successors and Assigns of Company Bound by Indenture..................................55
         Section 11.4      Notices and Demands on Company, Trustee and Noteholders...............................55
         Section 11.5      Statements to Be Contained in Officers' Certificates and Opinions of
                           Counsel...............................................................................55
         Section 11.6      Payments Due on Saturdays, Sundays and Holidays.......................................56
         Section 11.7      New York Law to Govern................................................................57
         Section 11.8      Counterparts..........................................................................57
         Section 11.9      Effect of Headings....................................................................57
         Section 11.10     Trust Indenture Act...................................................................57

                                      iii
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         INDENTURE, dated as of April 5, 2001, between EDISON MISSION ENERGY, a
California corporation (the "COMPANY"), and UNITED STATES TRUST COMPANY OF NEW
YORK, a New York banking corporation, as trustee (the "TRUSTEE").

                              W I T N E S S E T H:

         WHEREAS, the Company has duly authorized the issue of its senior notes
(the "NOTES"), and to provide, among other things, for the authentication,
delivery and administration thereof, the Company has duly authorized the
execution and delivery of this Indenture; and

         WHEREAS, all things necessary to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee as in this Indenture
provided, the valid, binding and legal obligations of the Company, and to
constitute these presents a valid Indenture and agreement according to its
terms, have been done;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Notes by the
Holders (as defined herein) thereof, the Company and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective
Holders from time to time of the Notes as follows:

                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.1      CERTAIN TERMS DEFINED.

         The following terms (except as otherwise expressly provided) for all
purposes of this Indenture shall have the respective meanings specified in this
Section. All accounting terms used herein and not expressly defined shall have
the meanings given to them in accordance with GAAP (as defined herein). The
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision. The terms defined in this Article include the plural as well as the
singular.

         "AFFILIATE" has the meaning set forth in the Registration Rights
Agreement.

         "AGENT" means any Registrar, Paying Agent or co-registrar.

         "APPLICABLE PROCEDURES" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

         "AUTHENTICATION ORDER" has the meaning set forth in SECTION 2.2 hereof.

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

         "BOARD OF DIRECTORS" means either the board of directors of the Company
or any committee of such board duly authorized to act on behalf of such board.

<PAGE>


         "BROKER-DEALER" means any broker or dealer registered under the
Exchange Act.

         "BUSINESS DAY" means a day which is neither a legal holiday nor a day
on which banking institutions (including, without limitation, the Federal
Reserve System) are authorized or required by law or regulation to close in The
City of New York.

         "CAPITAL STOCK" means, with respect to any Person, any and all
outstanding shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of, or interests in (however
designated), the equity of such Person, including without limitation all Common
Stock and Preferred Stock and partnership and joint venture interests of such
Person.

         "CLEARSTREAM" means Clearstream Banking SA.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to constituted, created under the Exchange Act, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the TIA, then the body (if any) performing such
duties at such time.

         "COMMON STOCK" means, with respect to any Person, Capital Stock of such
Person that does not rank prior, as to the payment of dividends or as to the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of any other class of
Capital Stock of such Person.

         "COMPANY" means Edison Mission Energy, a California corporation, and,
subject to ARTICLE 8 hereof, its successors and assigns.

         "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by Credit Suisse First Boston Corporation or an affiliate as having a
maturity comparable to the remaining term of the Notes that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.

         "COMPARABLE TREASURY PRICE" means the average of three Reference
Treasury Dealer Quotations obtained by the Trustee in respect of the Notes to be
redeemed on the applicable redemption date.

         "CONSOLIDATED NET TANGIBLE ASSETS" means, as of the date of
determination thereof, the total amount of all of the Company's assets,
determined on a consolidated basis in accordance with GAAP as of such date, less
the sum of (a) the Company's consolidated current liabilities determined in
accordance with GAAP, and (b) the Company's assets properly classified as
intangible assets in accordance with GAAP, except for any intangible assets that
are distribution or related contracts with an assignable value.

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which the corporate trust business of the Trustee shall, at any particular time,
be principally administered, which office is, at the date as of which this
Indenture is dated, located at 114 West 47th Street, 25th Floor, New York, New
York 10036.

                                       2

<PAGE>


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

         "DEFAULT" means any occurrence, circumstance or event, or any
combination thereof, which, with the lapse of time and/or the giving of notice,
would constitute an Event of Default.

         "DEFINITIVE NOTE" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with SECTION 2.6 hereof,
substantially in the form of EXHIBIT A hereto, except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

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

         "DTC" has the meaning set forth in SECTION 2.3 hereof.

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

         "EVENT OF DEFAULT" means any event or condition specified as such in
SECTION 4.1 hereof that shall have continued for the period of time, if any,
therein designated.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "EXCHANGE NOTES" means the Notes issued in the Exchange Offer pursuant
to SECTION 2.6(F) hereof.

         "EXCHANGE OFFER" has the meaning set forth in the Registration Rights
Agreement.

         "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
the Registration Rights Agreement.

         "GAAP" means generally accepted accounting principles in the United
States applied on a basis consistent with the principles, methods, procedures
and practices employed in the preparation of the Company's audited financial
statements, including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.

         "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of EXHIBIT A hereto issued in accordance with SECTION 2.1, 2.6(B)(IV),
2.6(D)(II) or 2.6(F) hereof.

         "GLOBAL NOTE LEGEND" means the legend set forth in SECTION 2.6(G)(II),
which is required to be placed on all Global Notes issued under this Indenture.

                                       3

<PAGE>

         "GOOD FAITH CONTEST" means the contest of an item if (i) the item is
diligently being contested in good faith by appropriate proceedings timely
instituted, (ii) adequate reserves are established in accordance with GAAP with
respect to the contested item, if the contested item individually or when taken
together with all other contested items for which reserves are not at the time
being held could reasonably be expected to result in liability of the Company in
excess of $1,000,000, (iii) during the period of such contest, the enforcement
of any contested item is effectively stayed, unless such enforcement would not
reasonably be expected to result in a Material Adverse Effect, (iv) any Lien
filed in connection therewith shall have been removed from the record by bonding
arrangements by a reputable surety company, or title insurance or cash deposits
are otherwise provided to assure the discharge of the Company's obligation in
connection therewith, provided that such cash deposits, in the aggregate, shall
not exceed $2,000,000, (v) such payment shall have been made as is necessary to
prevent the recordation of a tax deed or other similar instrument conveying the
property of the Company or any portion thereof, (vi) the failure to pay or
comply with the contested item during the period of such Good Faith Contest
would not reasonably be expected to result in a Material Adverse Effect and
(vii) the Company has no knowledge of any actual or proposed deficiency or
additional assessment in connection therewith not otherwise satisfying the
requirements of clauses (i) through (vi).

         "HOLDER," "HOLDER OF NOTES," "NOTEHOLDER" and other similar terms mean
the registered holder of any Note as reflected in the registration records of
the Registrar.

         "INDEBTEDNESS" has the meaning set forth in SECTION 3.5.

         "INDENTURE" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or
supplemented.

         "INDIRECT PARTICIPANT" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "INSTITUTIONAL ACCREDITED INVESTOR" or "IAI" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who is not also a QIB.

         "INTEREST PAYMENT DATE" means, with respect to any Note, the Stated
Maturity of an installment of interest on such Note.

         "LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on the
condition (financial or other), business, properties or results of operations of
the Company and its subsidiaries, taken as a whole, or on the ability of the
Company to perform its obligations under this Indenture, any indenture
supplemental hereto, the Notes, the Registration Rights Agreement or any
purchase or underwriting agreement in respect of the Notes.

         "NON-U.S. PERSON" means a Person who is not a U.S. Person.

         "NOTE" or "NOTES" has the meaning set forth in the recitals above.

                                       4

<PAGE>

         "NOTES REGISTER" has the meaning set forth in SECTION 2.3 hereof.

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

         "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by (a) the Chairman of the Board of Directors, the President or any Vice
President and (b) by the Chief Financial Officer, the Secretary, any Assistant
Secretary, the Treasurer or any Assistant Treasurer of the Company and delivered
to the Trustee. Each such certificate shall include the statements provided for
in SECTION 11.5 hereof, if and to the extent required thereby.

         "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company. Each such opinion
shall include the statements provided for in SECTION 11.5 hereof, if and to the
extent required thereby.

         "ORIGINAL ISSUE DATE" of any Note (or portion thereof) means the
earlier of (a) the date of such Note or (b) the date of any Note (or portion
thereof) in exchange for which such Note was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

         "OUTSTANDING," when used with reference to Notes, means, subject to the
provisions of SECTIONS 2.8 and 6.4 hereof, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except:

                  (i) Notes theretofore canceled by the Trustee or delivered to
         the Trustee for cancellation, or which shall have been paid pursuant to
         SECTION 2.7 hereof (other than any such Notes in respect of which there
         shall have been presented to the Trustee proof satisfactory to it that
         such Notes are held by a bona fide purchaser in whose hands the Notes
         are valid obligations of the Company); and

                  (ii) Notes, or portions thereof, for the payment or redemption
         of which moneys or direct obligations of the United States of America
         backed by its full faith and credit in the necessary amount shall have
         been deposited in trust with the Trustee or with any paying agent
         (other than the Company) or shall have been set aside, segregated and
         held in trust by the Company (if the Company shall act as its own
         paying agent), provided that if such Notes are to be redeemed prior to
         the maturity thereof, written notice of such redemption shall have been
         herein provided, or provision satisfactory to the Trustee shall have
         been given as herein provided, or provision satisfactory to the Trustee
         shall have been made for giving such notice.

         "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

         "PAYING AGENT" has the meaning set forth in SECTION 2.3 hereof.


                                       5
<PAGE>


         "PERSON" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

         "PREFERRED STOCK" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of preferred or preference Capital Stock of such
Person that is outstanding or issued on or after the date of this Indenture.

         "PRIVATE PLACEMENT LEGEND" means the legend set forth in SECTION
2.6(G)(I) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

         "REFERENCE TREASURY DEALER QUOTATION" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by a Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third Business day preceding the redemption date.

         "REFERENCE TREASURY DEALERS" means Credit Suisse First Boston
Corporation (so long as it continues to be a primary U.S. Government securities
dealer) and any two other primary U.S. Government securities dealers chosen by
the Company. If Credit Suisse First Boston Corporation ceases to be a primary
U.S. Government securities dealer, the Company will appoint in its place another
nationally recognized investment banking firm that is a primary U.S. Government
securities dealer.

         "REGISTRAR" has the meaning set forth in SECTION 2.3 hereof.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of April 2, 2001, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

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

         "REMAINING SCHEDULED PAYMENTS" means, with respect to each Note that
the Company is redeeming, the remaining scheduled payments of the principal and
interest that would be due after the related redemption date if such Note were
not redeemed. However, if the redemption date is not a scheduled interest
payment date with respect to that Note, the amount of the next succeeding
scheduled interest payment on that Note will be reduced by the amount of
interest accrued on such Note to the redemption date.

         "REPORTING CESSATION" has the meaning set forth in SECTION 3.4 hereof.

         "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.

                                       6

<PAGE>

         "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the
Private Placement Legend.

         "RESTRICTED GLOBAL NOTE" means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee.

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

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

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

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

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

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

         "STATED MATURITY" means, with respect to any debt security or any
installment of interest thereon, the date specified in such debt security as the
fixed date on which any principal of such debt security or any such installment
of interest is due and payable.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person or a combination
thereof.

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "TREASURY RATE" means, with respect to any redemption date, an annual
rate equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasure Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
the redemption date. The semiannual equivalent yield to maturity will be
computed as of the third business day immediately preceding the redemption date.

         "TRUSTEE" means the entity identified as "Trustee" in the first
paragraph hereof until the appointment of a successor trustee pursuant to
ARTICLE 5, after which "Trustee" shall mean such successor trustee.

         "UNRESTRICTED GLOBAL NOTE" means a permanent Global Note substantially
in the form of EXHIBIT A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

                                       7

<PAGE>


         "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "U.S. GOVERNMENT OBLIGATIONS" means securities that are (i) direct and
unconditional obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by, and acting as an agency or instrumentality of, the
United States of America, the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in
either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company
subject to federal or state supervision or examination with a combined capital
and surplus of at least $100,000,000, as custodian with respect to any such U.S.
Government Obligations or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

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

                                     ARTICLE 2
                                    THE NOTES

SECTION  2.1 FORM AND DATING.

         (a)      GENERAL. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of EXHIBIT A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof. Interest on the Notes shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

         (b)      GLOBAL NOTES AND DEFINITIVE NOTES. Notes issued in global form
shall be substantially in the form of EXHIBIT A attached hereto (including the
Global Note Legend thereon and the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Notes issued in definitive form shall be
substantially in the form of EXHIBIT A attached hereto (but without the Global
Note Legend thereon and without the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount

                                       8

<PAGE>

of outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of a Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented thereby shall be
made by the Trustee or the Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by SECTION
2.6 hereof.

         (c)      INSTITUTIONAL ACCREDITED INVESTORS. Notwithstanding anything
to the contrary herein, Institutional Accredited Investors may not hold
beneficial interests in any Restricted Global Note, but may be Holders of
Restricted Definitive Notes.

         (d)      EUROCLEAR AND CLEARSTREAM PROCEDURES APPLICABLE. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in Global Notes sold pursuant to the exemption
to the registration requirements of the Securities Act afforded by Regulation S
and that are held by Participants through Euroclear or Clearstream.

SECTION 2.2  EXECUTION AND AUTHENTICATION.

         Two Officers shall sign the Notes for the Company by manual or
facsimile signature.

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

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

         The Trustee shall, upon a written order of the Company signed by two
Officers (an "AUTHENTICATION ORDER"), authenticate the Notes for original issue
up to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of the Notes outstanding at any time may not exceed
such amount except as provided in SECTION 2.7 hereof.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

SECTION 2.3  REGISTRAR AND PAYING AGENT.

         The Company shall maintain, in the Borough of Manhattan in the City of
New York, an office or agency where Notes may be presented for registration of
transfer or for exchange ("REGISTRAR") and an office or agency where Notes may
be presented for payment ("PAYING AGENT") and an office or agency where notices
and demands to or upon the Company in respect of the Notes or this Indenture may
be served. The Registrar shall keep a register ("NOTES REGISTER") of the Notes
and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent. The Company

                                       9

<PAGE>


may change any Paying Agent or Registrar without notice to any Holder. The
Company shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such and
shall accept presentations, notices and demands hereunder at the Corporate Trust
Office. The Company or any of its Subsidiaries may act as Paying Agent or
Registrar.

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

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes and
designates the Trustee's New York office as the office or agency referred to in
the first sentence of this Section.

SECTION 2.4  PAYING AGENT TO HOLD MONEY IN TRUST.

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

         The Company shall, prior to each due date, or not later than 11 AM New
York City time on each due date, of the principal of, and premium, if any, or
interest on the Notes, deposit with the Paying Agent a sum sufficient to pay
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company shall promptly notify the Trustee of any failure to take
such action.

         Anything in this SECTION 2.4 to the contrary notwithstanding, the
Company may at any time, for the purpose of obtaining satisfaction and discharge
of this Indenture or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust by any Paying Agent hereunder, as required by
this SECTION 2.4, such sums to be held by the Trustee upon the trusts herein
contained.

         Anything in this Section to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this SECTION 2.4 is subject to the
provisions of SECTION 9.1 and SECTION 9.3 hereof.

                                       10

<PAGE>

SECTION 2.5  HOLDER LISTS.

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

SECTION 2.6  TRANSFER AND EXCHANGE.

(a)      TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary for any of the Global Notes or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is
not appointed by the Company within 120 days after the date of such notice from
the Depositary, (ii) there shall have occurred and be continuing an Event of
Default with respect to the applicable Notes and beneficial owners holding
interests representing an aggregate principal amount of at least 51% of such
Notes represented by Global Notes advise the Trustee in writing that the
continuation of a book-entry system through the Depositary is no longer in such
owner's best interests or (iii) the Company executes and delivers to the Trustee
an order that the Global Notes will be so exchangeable. Upon the occurrence of
any of the preceding events in clauses (i), (ii) or (iii) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the Trustee
in writing. Global Notes also may be exchanged or replaced, in whole or in part,
as provided in SECTIONS 2.7 and 2.9 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this SECTION 2.6 or SECTION 2.7 or 2.10 hereof shall be
authenticated and delivered in the form of, and shall be, a Global Note, except
as otherwise provided herein. A Global Note may not be exchanged for another
Note other than as provided in this SECTION 2.6(A); however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
SECTION 2.6(B), (C) or (F) hereof.

         (b)      TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL
NOTES. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in

                                       11

<PAGE>

         accordance  with the  transfer  restrictions  set forth in the  Private
         Placement Legend.  Beneficial interests in any Unrestricted Global Note
         may be transferred to Persons who take delivery  thereof in the form of
         a beneficial  interest in the same Unrestricted Global Note. No written
         orders  or  instructions  shall  be  required  to be  delivered  to the
         Registrar to effect the transfers  described in the second  sentence of
         this SECTION 2.6(B)(I).

                  (ii)     ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL
         INTERESTS IN GLOBAL NOTES. In connection with all transfers and
         exchanges of beneficial interests that are not subject to SECTION
         2.6(B)(I), the transferor of such beneficial interest must deliver to
         the Registrar either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase or (B) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to cause to be issued a
         Definitive Note in an amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given by the Depositary
         to the Registrar containing information regarding the Person in whose
         name such Definitive Note shall be registered to effect the transfer or
         exchange referred to in clause (B)(1) above. Upon consummation of an
         Exchange Offer by the Company in accordance with SECTION 2.6(F) hereof,
         the requirements of this SECTION 2.6(B)(II) shall be deemed to have
         been satisfied upon receipt by the Registrar of the instructions
         contained in the Letter of Transmittal delivered by the Holder of such
         beneficial interests in the Restricted Global Note. Upon satisfaction
         of all of the requirements for transfer or exchange of beneficial
         interests in Global Notes contained in this Indenture and the Notes or
         otherwise applicable under the Securities Act, the Trustee shall adjust
         the principal amount of the relevant Global Note(s) pursuant to SECTION
         2.6(H) hereof.

                  (iii)    TRANSFER OF BENEFICIAL INTERESTS IN A RESTRICTED
         GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in such Restricted Global Note if the transfer
         complies with the requirements of SECTION 2.6(B)(I) above and the
         Registrar receives the following:

                           (A)      if the transferee will take delivery in the
                  form of a beneficial interest in a Global Note by virtue of
                  the exemption from the registration requirements of the
                  Securities Act afforded by Rule 144A, then the transferor must
                  deliver a certificate in the form of EXHIBIT B hereto,
                  including the certifications in item (1) thereof; and

                           (B)      if the transferee will take delivery in the
                  form of a beneficial interest in a Global Note by virtue of
                  the exemption from the registration requirements of the
                  Securities Act afforded by Regulation S, then the transferor
                  must deliver a certificate in the form of EXHIBIT B hereto,
                  including the certifications in item (2) thereof.

                                       12

<PAGE>


         (iv)     TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE
         RESTRICTED GLOBAL NOTE FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED
         GLOBAL NOTE. A beneficial interest in the Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in the
         Unrestricted Global Note, or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in the Unrestricted Global
         Note, if the exchange or transfer complies with the requirements of
         SECTION 2.6(B)(II) and:

                           (A)      such exchange or transfer is effected

                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of the beneficial
                  interest to be exchanged, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in the Unrestricted Global Note, a
                           certificate from such holder in the form of EXHIBIT C
                           hereto, including the certifications in item (l)(a)
                           thereof; or

                                    (2)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such holder in the form of EXHIBIT
                           B hereto, including the certifications in item (4)
                           thereof;

                           and, in each such case set forth in this subparagraph
                           (D), if the Company so requests or if the Applicable
                           Procedures so require, an Opinion of Counsel in form
                           reasonably acceptable to the Company to the effect
                           that such exchange or transfer is in compliance with
                           the Securities Act and that the restrictions on
                           transfer contained herein and in the Private
                           Placement Legend are no longer required in order to
                           maintain compliance with the Securities Act.

         (v)      If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with SECTION 2.2 hereof, the Trustee shall authenticate, one or more
Unrestricted Global Notes in an aggregate

                                       13

<PAGE>


principal amount equal to the aggregate principal amount of beneficial interests
transferred pursuant to subparagraph (B) or (D) above.

         (vi)     Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

(c)      TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS IN GLOBAL NOTES FOR
         DEFINITIVE NOTES.

         (i)      BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO RESTRICTED
DEFINITIVE NOTES. If any holder of a beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Restricted Definitive
Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Restricted Definitive Note, then, upon receipt by the
Registrar of the following documentation:

                  (A)      if the holder of such beneficial interest in a
         Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note, a certificate from such holder in the
         form of EXHIBIT C hereto, including the certifications in item (2)(a)
         thereof;

                  (B)      if such beneficial interest is being transferred to a
         QIB in accordance with Rule 144A under the Securities Act, a
         certificate to the effect set forth in EXHIBIT B hereto, including the
         certifications in item (1) thereof;

                  (C)      if such beneficial interest is being transferred to a
         Non-U.S. Person in an offshore transaction in accordance with Rule 903
         or Rule 904 under the Securities Act, a certificate to the effect set
         forth in EXHIBIT B hereto, including the certifications in item (2)
         thereof;

                  (D)      if such beneficial interest is being transferred
         pursuant to an exemption from the registration requirements of the
         Securities Act in accordance with Rule 144 under the Securities Act, a
         certificate to the effect set forth in EXHIBIT B hereto, including the
         certifications in item (3)(a) thereof; or

                  (E)      if such beneficial interest is being transferred to
         the Company or any of its Subsidiaries, a certificate to the effect set
         forth in EXHIBIT B hereto, including the certifications in item (3)(b)
         thereof;

the Trustee shall cause the aggregate principal amount of the Global Note to be
reduced accordingly pursuant to SECTION 2.6(H) hereof, and the Company shall
execute and the Trustee shall authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this SECTION 2.6(C) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial

                                       14

<PAGE>


interest in a Restricted Global Note pursuant to this SECTION 2.6(C)(I) shall
bear the Private Placement Legend and shall be subject to all restrictions on
transfer contained therein.

                  (ii)     BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
         UNRESTRICTED DEFINITIVE NOTES. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  Broker-Dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from such holder in the form of EXHIBIT
                           C hereto, including the certifications in item (l)(b)
                           thereof; or

                                    (2)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of EXHIBIT B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Company so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Company to the effect that such exchange or transfer is
                  in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (iii)    BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
         UNRESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note,

                                       15
<PAGE>

         then, upon satisfaction of the conditions set forth in SECTION
         2.6(B)(II) hereof, the Trustee shall cause the aggregate principal
         amount of the Unrestricted Global Note to be reduced accordingly
         pursuant to SECTION 2.6(H) hereof, and the Company shall execute and
         the Trustee shall authenticate and deliver to the Person designated in
         the instructions a Definitive Note in the appropriate principal amount.
         Any Definitive Note issued in exchange for a beneficial interest
         pursuant to this SECTION 2.6(C)(III) shall be registered in such name
         or names and in such authorized denomination or denominations as the
         holder of such beneficial interest shall instruct the Registrar through
         instructions from the Depositary and the Participant or Indirect
         Participant. The Trustee shall deliver such Definitive Notes to the
         Persons in whose names such Notes are so registered. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         SECTION 2.6(C)(III) shall not bear the Private
         Placement Legend.

         (d)      TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS IN GLOBAL NOTES.

                  (i) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
         RESTRICTED GLOBAL NOTES. If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Note
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A)      if the Holder of such Restricted Definitive
                  Note proposes to exchange such Note for a beneficial interest
                  in a Restricted Global Note, a certificate from such Holder in
                  the form of EXHIBIT C hereto, including the certifications in
                  item (2)(b) thereof;

                           (B)      if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  EXHIBIT B hereto, including the certifications in item (1)
                  thereof;

                           (C)      if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in EXHIBIT B hereto,
                  including the certifications in item (2) thereof;

                           (D)      if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in EXHIBIT B hereto, including the certifications in
                  item (3)(a) thereof; or

                           (E)      if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in EXHIBIT B hereto,
                  including the certifications in item (3)(b) thereof,

the Trustee shall cancel the Restricted Definitive Note and increase or cause to
be increased the aggregate principal amount of the Restricted Global Note.

                                       16

<PAGE>


                  (ii)     RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Restricted Definitive Note to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a Broker-Dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Definitive
                           Note proposes to exchange such Note for a beneficial
                           interest in the Unrestricted Global Note, a
                           certificate from such Holder in the form of EXHIBIT C
                           hereto, including the certifications in item (1)(c)
                           thereof; or

                                    (2)      if the Holder of such Definitive
                           Note proposes to transfer such Note to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of EXHIBIT
                           B hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Company so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Company to the effect that such exchange or transfer is
                  in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this SECTION 2.6(D)(II), the Trustee shall cancel the
         Definitive Note and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                  (iii)    UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS
         IN UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive
         Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Definitive Note to a Person
         who takes delivery thereof in the form of a beneficial interest in an
         Unrestricted

                                       17

<PAGE>


         Global Note at any time. Upon receipt of a request for such an exchange
         or transfer, the Trustee shall cancel the applicable Unrestricted
         Definitive Note and increase or cause to be increased the aggregate
         principal amount of one of the Unrestricted Global Notes.

         If any such exchange or transfer from a Definitive Note to a beneficial
         interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
         (iii) above at a time when an Unrestricted Global Note has not yet been
         issued, the Company shall issue and, upon receipt of an Authentication
         Order in accordance with SECTION 2.2 hereof, the Trustee shall
         authenticate one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the principal amount of Definitive Notes so
         transferred.

         (e)      TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE
NOTES. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this SECTION 2.6(E), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this SECTION
2.6(E).

                  (i)      RESTRICTED DEFINITIVE NOTES TO RESTRICTED DEFINITIVE
         NOTES. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A)      if the transfer will be made pursuant to
                  Rule 144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of EXHIBIT B hereto,
                  including the certifications in item (1) thereof;

                           (B)      if the transfer will be made pursuant to
                  Rule 903 or Rule 904, then the transferor must deliver a
                  certificate in the form of EXHIBIT B hereto, including the
                  certifications in item (2) thereof; and

                           (C)      if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of EXHIBIT B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (ii)     RESTRICTED DEFINITIVE NOTES TO UNRESTRICTED
         DEFINITIVE NOTES. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a Broker-Dealer, (2) a Person

                                       18
<PAGE>

                  participating in the distribution of the Exchange Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144) of the
                  Company;

                           (B)      any such transfer is effected pursuant to
                  the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      any such transfer is effected by a
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Restricted
                           Definitive Note proposes to exchange such Note for an
                           Unrestricted Definitive Note, a certificate from such
                           Holder in the form of EXHIBIT C hereto, including the
                           certifications in item (1)(d) thereof; or

                                    (2)      if the Holder of such Restricted
                           Definitive Note proposes to transfer such Note to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of EXHIBIT B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Company so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (iii)    UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED
         DEFINITIVE NOTES. A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request to
         register such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f)      EXCHANGE OFFER. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with SECTION 2.2, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall

                                       19

<PAGE>

authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Definitive Notes in the appropriate principal amount.

         (g)      LEGENDS. The following legends shall, as indicated below,
appear on the face of all Global Notes and Definitive Notes issued under this
Indenture unless specifically stated otherwise in the applicable provisions of
this Indenture.

                  (i)      PRIVATE PLACEMENT LEGEND.

                           (A)      Except as permitted by subparagraph (B)
                  below, each Global Note and each Definitive Note (and all
                  Notes issued in exchange therefor or substitution thereof)
                  shall bear a legend in substantially the following form:

"THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF EDISON MISSION ENERGY THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO EDISON MISSION
ENERGY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (II) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE."

                           (B)      Notwithstanding the foregoing, any Global
                  Note or Definitive Note issued pursuant to subparagraphs
                  (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
                  (e)(iii) or (f) to this SECTION 2.6 (and all Notes issued in
                  exchange therefor or substitution thereof) shall not bear the
                  Private Placement Legend.

                  (ii)     GLOBAL NOTE LEGEND. Each Global Note shall bear a
         legend in substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE

                                       20

<PAGE>


BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.7 OF THE INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a)
OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
EDISON MISSION ENERGY."


                  (iii)    IAI NOTE LEGEND. Each Definitive Note held by an
         Institutional Accredited Investor shall bear a legend in substantially
         the following form:

"IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS."

         (h)      CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with SECTION 2.10 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i)      GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall execute and the Trustee shall authenticate Global
         Notes and Definitive Notes upon the Company's written order or at the
         Registrar's written request.

                  (ii)     No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to SECTIONS 2.9, 7.5 and 11.1 hereof).

                                       21

<PAGE>

                  (iii)    The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

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

                  (v)      The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under ARTICLE 10 hereof and ending at
         the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding Interest Payment Date.

                  (vi)     Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (vii)    The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of SECTION 2.2
         hereof.

                  (viii)   All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         SECTION 2.6 to effect a registration of transfer or exchange may be
         submitted by facsimile but originals of such opinions shall follow by
         mail.

SECTION 2.7  REPLACEMENT NOTES.

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

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

SECTION 2.8  OUTSTANDING NOTES.

                                       22

<PAGE>


         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in SECTION 6.4 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

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

         If the principal amount of any Note is considered paid under SECTION
3.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

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

SECTION 2.9  TEMPORARY NOTES.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate permanent Notes in exchange for temporary Notes.

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

SECTION 2.10 CANCELLATION.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
the canceled Notes pursuant to its customary practices and procedures in effect
from time to time (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation, except as
otherwise provided for herein.

SECTION 2.11 DEFAULTED INTEREST.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in SECTION 3.1 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the

                                       23

<PAGE>

proposed payment. The Company shall fix or cause to be fixed each such special
record date and payment date, PROVIDED that no such special record date shall be
less than 10 days prior to the related payment date for such defaulted interest.
At least 15 days before the special record date, the Company (or, upon the
written request of the Company, the Trustee in the name and at the expense of
the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3
                                  COVENANTS OF
                           THE COMPANY AND THE TRUSTEE

SECTION 3.1  PAYMENT OF PRINCIPAL AND INTEREST.

         The Company shall duly and punctually pay or cause to be paid the
principal of, and premium, if any, and interest on, each of the Notes at the
place or places, at the respective times and in the manner provided in this
Indenture and the Notes. Payment of principal of, and premium and interest on
the Notes shall be paid by mailing a check to or upon the written order of the
registered Holders of Notes entitled thereto at their last address as it appears
on the Notes Register or, upon written application to the Trustee (which shall
be received by the Trustee prior to the record date) by a Holder of $1,000,000
or more in aggregate principal amount of Notes, by wire transfer of immediately
available funds to an account maintained by such Holder with a bank or other
financial institution; PROVIDED, HOWEVER that (subject to the provisions of
SECTION 2.7 hereof) payment of principal of, and premium, if any, on any Note
may be conditioned upon presentation for payment of the certificate representing
such Note.

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

         If a Reporting Cessation occurs, the interest rate applicable to the
Notes shall be increased by 0.50% per annum from the date such Reporting
Cessation occurs until such time as the Reporting Cessation has ended.

SECTION 3.2  APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

         The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, shall appoint, in the manner provided in SECTION 5.9 hereof,
a Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 3.3  CERTIFICATE TO TRUSTEE, NOTICES OF DEFAULTS.

         The Company shall furnish to the Trustee (i) on or before March 31 in
each year (beginning with March 31, 2002) a brief certificate from the principal
executive, financial or accounting officer of this Company as to his or her
knowledge of the Company's compliance with all covenants under this Indenture
(such compliance to be determined without regard to any period of grace or
requirement of notice provided under this Indenture) and (ii) upon becoming

                                       24

<PAGE>

aware of any Default or Event of Default, a statement specifying such Default or
Event of Default. Within 30 days of its becoming aware of any Default or Event
of Default, the Trustee shall provide the Holders with a notice specifying such
Default or Event of Default.

SECTION 3.4  REPORTS BY THE COMPANY.

         The Company shall deliver to the Trustee and provide Noteholders,
within 15 days after it files them with the Commission, copies of its annual
reports and of the information, documents and other reports that the Company is
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act, and shall deliver to the Trustee copies of any other report that
the Company files with the Commission. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein, including the Company's compliance with any of its covenants
contained hereunder.

         Following the effectiveness of any registration statement pursuant to
the Registration Rights Agreement, whether or not required by the rules and
regulations of the Commission, the Company shall maintain its status as a
reporting company under the Exchange Act, and file copies of all such
information and reports with the Commission for public availability (unless the
Commission will not accept such filings) within the time periods specified in
the Commission's rules and regulations and make such information available to
securities analysts and prospective investors upon request; and if at any time
the Company fails to maintain its status as a reporting company under the
Exchange Act (a "REPORTING CESSATION"), the interest rate on the Notes will be
increased by 0.50% on an annual basis, provided that no Reporting Cessation
shall be deemed to occur if the Commission does not accept the information and
reports of the Company to be filed pursuant to the Exchange Act.

SECTION 3.5  RESTRICTIONS ON LIENS.

         The Company shall not:

         (i) pledge, mortgage, hypothecate or permit to exist any mortgage,
pledge or other lien upon any property at any time directly owned by the Company
to secure any guarantee of the Company or any indebtedness for money borrowed
which is incurred, issued or assumed by the Company (such guarantees and other
indebtedness being collectively referred to as "INDEBTEDNESS"), or

         (ii) cause or permit any of its subsidiaries to pledge, mortgage,
hypothecate or permit to exist any mortgage, pledge or other lien upon any
property at any time directly owned by such subsidiary to secure any
Indebtedness of the Company,

         without, in each such case, providing for the Notes to be equally and
ratably secured with any and all such Indebtedness and with any other
Indebtedness similarly entitled to be equally and ratably secured; PROVIDED,
HOWEVER, that the restrictions set forth in clauses (i) and (ii) above shall not
apply to, or prevent the creation or existence of:

         (1)  liens existing at the Original Issue Date of the Notes;

                                       25

<PAGE>

         (2)  purchase money liens which do not exceed the cost or value of
              the purchased property;

         (3)  other liens not to exceed 10% of the Company's Consolidated Net
              Tangible Assets, PROVIDED that:

              (A) neither the Company nor its subsidiaries shall be permitted to
              create or to permit to exist any liens to secure the Company's
              Indebtedness in reliance upon this item (3) until the earlier to
              occur of:

                  (x) the first date on or after the second anniversary of April
              5, 2001 on which the Notes are rated at least BBB- by Standard &
              Poor's and Baa3 by Moody's, and

                  (y) the date on which Standard & Poor's rates the notes BBB or
              higher and Moody's rates the notes Baa2 or higher; and

              (B) notwithstanding the restriction in clause (A) above, the
              Company and its subsidiaries shall be permitted to create and
              permit to exist liens in reliance upon this item (3) to secure
              Indebtedness not to exceed $100 million in the aggregate;

         (4)  liens granted in connection with extending, renewing, replacing or
              refinancing in whole or in part the Indebtedness (including,
              without limitation, increasing the principal amount of such
              Indebtedness, other than the Indebtedness referred to in item
              (3)(B)) secured by liens described in clauses (1) through (3)
              above; and

         (5)  liens granted by any of the Company's subsidiaries on the capital
              stock or assets of any project subsidiary in order to secure any
              of Indebtedness that the Company incurs (other than Indebtedness
              the proceeds of which are used to finance the equity contributed
              by the Company, or loans made by the Company, to a project) in
              order to finance or refinance any acquisition, development,
              construction, expansion, operation or maintenance of such project
              subsidiary.

         If the Company proposes to pledge, mortgage or hypothecate any property
at any time directly owned by the Company to secure any Indebtedness, other than
as permitted by clauses (1) through (5) of the previous paragraph, the Company
shall give prior written notice thereof to the Trustee, who shall give notice to
the Holders, and the Company shall, prior to or simultaneously with such pledge,
mortgage or hypothecation, effectively secure all the Notes equally and ratably
with such Indebtedness.

         Except as set forth above, this section will not restrict the ability
of the Company's subsidiaries and affiliates to pledge, mortgage, hypothecate or
permit to exist any mortgage, pledge or lien upon their assets, in connection
with project financings, sale leasebacks or otherwise.

SECTION 3.6  MAINTENANCE OF CORPORATE EXISTENCE.

         Subject to the provisions of ARTICLE 8 hereof, the Company shall at all
times preserve and maintain in full force and effect (i) its corporate existence
and good standing under the laws of

                                       26

<PAGE>

the State of California and (ii) its qualification to do business in each other
jurisdiction in which the character of its properties or the nature of its
activities make such qualification necessary, except where the failure to be so
qualified would not reasonably be expected to result in a Material Adverse
Effect.

SECTION 3.7  TAXES.

         The Company shall, prior to the time penalties attach thereto, (i)
file, or cause to be filed, all tax and information returns that are required to
be, or are required to have been, filed by it in any jurisdiction, and (ii) pay
or cause to be paid all taxes shown to be, or to have been, due and payable on
such returns and all other taxes lawfully imposed and payable by it, except to
the extent there is a Good Faith Contest thereof by the Company.

                                   ARTICLE 4
          EVENTS OF DEFAULT AND REMEDIES OF THE TRUSTEE AND NOTEHOLDERS

SECTION 4.1  EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF
DEFAULT.

         If one or more of the following Events of Default (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body or otherwise) shall have occurred and be continuing:

         (a)      default in the payment of all or any part of the principal of,
or premium, if any, on, any of the Notes as and when the same shall become due
and payable either at maturity, upon any redemption or required repurchase, by
declaration of acceleration or otherwise; or

         (b)      default in the payment of any installment of interest upon any
of the Notes as and when the same shall become due and payable, and continuance
of such default for a period of 30 days; or

         (c)      an event of default, as defined in any instrument of the
Company under which there may be issued, or by which there may be secured or
evidenced, any Indebtedness of the Company that has resulted in the acceleration
of such Indebtedness, or any default occurring in payment of any such
Indebtedness at final maturity (and after the expiration of any applicable grace
periods), other than such Indebtedness (i) which is payable solely out of the
property or assets of a partnership, joint venture or similar entity of which
the Company or any of its Subsidiaries or Affiliates is a participant, or which
is secured by a lien on the property or assets owned or held by such entity,
without further recourse to or liability of the Company, or (ii) the principal
of, and interest on which, when added to the principal of and interest on all
other such Indebtedness (exclusive of Indebtedness under clause (i) above), does
not exceed $20,000,000; or

         (d)      failure on the part of the Company duly to observe or perform
any other of the covenants or agreements on the part of the Company in the Notes
or in this Indenture and such failure continues for a period of 90 days after
the date on which written notice specifying such failure, stating that such
notice is a "Notice of Default" hereunder and demanding that the Company remedy
the same, shall have been given to the Company by the Trustee, or to the

                                       27
<PAGE>


Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Notes at the time Outstanding; or

         (e)      one or more final, nonappealable judgments, decrees or orders
of any court, tribunal, arbitrator, administrative or other governmental body or
similar entity for the payment of money shall be rendered against the Company or
any of its properties in an aggregate amount in excess of $20,000,000 (excluding
the amount thereof covered by insurance) and such judgment, decree or order
shall remain unvacated, undischarged and unstayed for more than 90 days, except
while being contested in good faith by appropriate proceedings; or

         (f)      a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect, or a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment, or composition of or in respect
of the Company under any applicable federal or state law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Company or for any substantial part of its property or ordering
the winding up or liquidation of its affairs, shall have been entered, and such
decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

         (g)      the Company shall commence a voluntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar law now or hereafter in effect or of any other case or proceeding
to be adjudicated a bankrupt or insolvent, or consent to the entry of a decree
or order for relief in an involuntary case or proceeding under any such law, or
to the commencement of any bankruptcy or insolvency case or proceeding against
the Company, or the filing by the Company of a petition or answer or consent
seeking reorganization or relief under any such applicable federal or state law,
or the consent by the Company to the filing of such petition or to the
appointment of or the taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or the making by the Company of an
assignment for the benefit of creditors, or the taking of action by the Company
in furtherance of any such action;

         then and in each and every such case (other than an Event of Default
with respect to the Company specified in SECTION 4.1(F) or 4.1(G) hereof),
unless the principal amount of all of the Notes shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then Outstanding hereunder, by notice in writing
to the Company (and to the Trustee if given by Noteholders), may declare the
entire principal amount of all the Notes and the interest accrued thereon to be
due and payable immediately, and upon any such declaration the same shall become
immediately due and payable. This provision, however, is subject to the
condition that if, at any time after the principal of the Notes shall have been
so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
all matured installments of interest upon all the Notes and the principal and
premium, if any, of any and all Notes that shall have become due otherwise than
by acceleration (with interest upon such principal and premium, if any, and, to
the extent that payment of such interest is enforceable

                                       28

<PAGE>

under applicable law, on overdue installments of interest, at the rate of
interest specified in the Notes, to the date of such payment or deposit) and
such amount as shall be sufficient to cover reasonable compensation to the
Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and all other reasonable expenses and liabilities incurred and all
reasonable advances made by the Trustee and each predecessor Trustee except as a
result of gross negligence or bad faith, and if any and all Events of Default
under this Indenture, other than the non-payment of the principal that shall
have become due by acceleration, shall have been cured, waived or otherwise
remedied as provided herein, then and in every such case the Holders of a
majority in aggregate principal amount of the Notes then Outstanding, by written
notice to the Company and to the Trustee, may waive all defaults (except, unless
theretofore cured, a default in payment of principal of, or premium, if any, or
interest on, the Notes) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

         If an Event of Default specified in SECTION 4.1(F) or 4.1(G) hereof
occurs with respect to the Company, the principal of and accrued interest on the
Notes shall become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Noteholder.

SECTION 4.2       COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE DEBT.

         The Company covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Notes when such interest
shall have become due and payable, and such default shall have continued for a
period of 30 days or (b) in case default shall be made in the payment of all or
any part of the principal of, or premium, if any, on, any of the Notes when the
same shall have become due and payable, whether upon maturity or upon any
redemption or by declaration or acceleration or otherwise, then upon demand of
the Trustee, the Company shall pay to the Trustee for the benefit of the Holders
of the Notes the whole amount that then shall have become due and payable on all
such Notes of principal, premium and interest, as the case may be (with interest
to the date of such payment upon the overdue principal or premium and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest at the rate of interest specified in the
Notes), and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any reasonable expenses and liabilities incurred, and all
reasonable advances made, by the Trustee and each predecessor Trustee, except as
a result of its gross negligence or bad faith.

         Until such demand is made by the Trustee, the Company may pay the
principal of and premium and interest on the Notes to the registered Holders,
whether or not the Notes are overdue.

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceeding at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may

                                       29

<PAGE>

enforce any such judgment or final decree against the Company or other obligor
upon the Notes and collect in the manner provided by law out of the property of
the Company or other obligor upon the Notes, wherever situated, the moneys
adjudged or decreed to be payable.

         In case there shall be pending proceedings relative to the Company or
any other obligor upon the Notes under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, custodian, sequestrator or similar official shall have been
appointed for or taken possession of the Company or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Company or other obligor upon the Notes, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective or whether the Trustee shall have made
any demand pursuant to the provisions of this SECTION 4.2, shall be entitled and
empowered, by intervention in such proceedings or otherwise:

         (a)      to file and prove a claim or claims for the whole amount of
principal, premium and interest owing and unpaid in respect of the Notes, and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for reasonable compensation
to the Trustee and each predecessor Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all reasonable expenses and
liabilities incurred, and all reasonable advances made, by the Trustee and each
predecessor Trustee, except as a result of gross negligence or bad faith) and of
the Noteholders, allowed in any judicial proceedings relative to the Company or
other obligor upon the Notes, or to the creditors or property of the Company or
such other obligor;

         (b)      unless prohibited by applicable law and regulations, to vote
on behalf of the Holders of the Notes in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings; and

         (c)      to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Noteholders and of the Trustee on their behalf; and
any trustee, receiver, or liquidator, custodian or other similar official is
hereby authorized by each of the Noteholders to make payments to the Trustee,
and, in the event that the Trustee shall consent to the making of payments
directly to the Noteholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
reasonable expenses and liabilities incurred, and all reasonable advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Noteholders any plan or reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Noteholder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or
similar person.

                                       30

<PAGE>

         All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Trustee without the possession of
any of the Notes or the production thereof at any trial or other proceeding
relative thereto, and any such action or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Notes.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Notes, and it shall not be necessary to make any Holders of the
Notes parties to any such proceedings.

SECTION 4.3  APPLICATION OF PROCEEDS.

         Any moneys collected by the Trustee pursuant to this Article shall be
applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Notes and stamping (or otherwise noting)
thereon the payment, or issuing Notes in reduced principal amounts in exchange
for the presented Notes if only partially paid, or upon surrender thereof if
fully paid:

         FIRST: To the payment of costs and expenses, including reasonable
compensation to the Trustee and each predecessor Trustee and their respective
agents and attorneys and of all reasonable expenses and liabilities incurred,
and all reasonable advances made, by the Trustee and each predecessor Trustee,
except as a result of gross negligence or bad faith, and all other amounts due
under SECTION 5.6 hereof;

         SECOND: In case the principal and premium, if any, of the Notes shall
not have become and be then due and payable, to the payment of interest in
default in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee)
upon the overdue installments of interest payable at the rate of interest
specified in the Notes, such payments to be made ratably to the persons entitled
thereto, without discrimination or preference;

         THIRD: In case the principal of the Notes shall have become and shall
be then due and payable, to the payment of the whole amount then owing and
unpaid upon all the Notes for principal, premium and interest, with interest
upon the overdue principal and premium, if any, and (to the extent that such
interest has been collected by the Trustee) upon overdue installments of
interest payable at the rate of interest specified in the Notes, and in case
such moneys shall be insufficient to pay in full the whole amount so due and
unpaid upon the Notes, then to the payment of such principal, premium and
interest, without preference or priority of principal or premium over interest,
or of interest over principal or premium, or of any installment of interest over
any other installment of interest, or of any Note over any other Note, ratably
to the aggregate of such principal, premium and accrued and unpaid interest; and

         FOURTH: To the payment of the remainder, if any, to the Company or any
other Person lawfully entitled thereto.

                                       31

<PAGE>

         The Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this SECTION 4.3.

SECTION 4.4  SUITS FOR ENFORCEMENT.

         In case an Event of Default has occurred, has not been waived and is
continuing, the Trustee may proceed to protect and enforce the rights vested in
it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

SECTION 4.5  RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
for any reason, or shall have been determined adversely to the Trustee, then and
in every such case the Company and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Company, the Trustee and the Noteholders shall continue as though no such
proceedings had been taken.

SECTION 4.6  LIMITATIONS OF SUITS BY NOTEHOLDERS.

         Subject to SECTION 4.10, no Holder of any Note shall have any right by
virtue or by availing of any provision of this Indenture to institute any action
or proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless (i) such Holder previously has given to a Responsible Officer
of the Trustee written notice of default and of the continuance hereof, as
hereinbefore provided, (ii) the Holders of not less than 25% in aggregate
principal amount of the Notes then Outstanding have made written request upon
the Trustee to institute such action or proceeding in its own name as Trustee
hereunder and have offered to the Trustee such reasonable security and indemnity
as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, (iii) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any such action
or proceeding and (iv) no direction inconsistent with such written request has
been given to the Trustee pursuant to SECTION 4.8 hereof; it being understood
and intended, and being expressly covenanted by the taker and Holder of every
Note with every other taker and Holder and the Trustee, that no one or more
Holders of Notes shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other Holder of Notes, or to obtain or seek to obtain priority
over or preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Notes. For the protection and enforcement of
the provisions of this SECTION 4.6, each and every Noteholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

                                       32
<PAGE>

SECTION 4.7  POWERS AND REMEDIES CUMULATIVE, DELAY OR OMISSION NOT WAIVER OF
DEFAULT.

         No right or remedy herein conferred upon or reserved to the Trustee or
to the Noteholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         No delay or omission of the Trustee or of any Holder of any of the
Notes to exercise as aforesaid any such right or power accruing upon any Event
of Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to SECTION 4.6 hereof, every power and remedy
given by this Indenture or by law to the Trustee or to the Noteholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Noteholders.

SECTION 4.8  CONTROL BY NOTEHOLDERS.

         The Holders of a majority in aggregate principal amount of the Notes at
the time Outstanding shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee by this Indenture;
PROVIDED that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture; and PROVIDED FURTHER that (subject to the
provisions of SECTION 5.1 hereof) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, the executive committee,
or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability, or if the Trustee in good faith shall so determine that
the actions or forbearances specified in or pursuant to such direction shall be
unduly prejudicial to the interests of Holders of the Notes not joining in the
giving of said direction, it being understood that (subject to SECTION 5.1
hereof) the Trustee shall have no duty to ascertain whether or not such actions
or forbearances are unduly prejudicial to such Holders.

         Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by Noteholders.

SECTION 4.9  WAIVER OF PAST DEFAULTS.

         Prior to the declaration of the maturity of the Notes as provided in
SECTION 4.1 hereof, the Holders of a majority in aggregate principal amount of
the Notes at the time Outstanding may on behalf of the Holders of all the Notes
waive any past Default or Event of Default hereunder and its consequences,
except a Default (a) in the payment of principal of, premium, if any, or
interest on any of the Notes or (b) in respect of a covenant or provision hereof
that cannot be modified or amended without the consent of the Holder of each
Note affected. In the case of any such

                                       33

<PAGE>

waiver, the Company, the Trustee and the Holders of the Notes shall be restored
to their former positions and rights hereunder, respectively, but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

         Upon any such waiver, such default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

SECTION 4.10  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture (including,
without limitation, SECTION 4.6 hereof), the right of any Holder to receive, and
to institute suit to enforce, payment of the principal of, and premium, if any,
and interest on the Notes on or after the respective due dates expressed in such
Notes (including upon redemption and acceleration of the maturity of the
principal of and premium, if any, and interest on the Notes), shall not be
affected or impaired, and shall be absolute and unconditional.

                                   ARTICLE 5
                             CONCERNING THE TRUSTEE

SECTION 5.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE DURING DEFAULT AND PRIOR
TO DEFAULT.

         The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiving of all Events of Default that may have occurred,
undertakes to perform only such duties as are specifically set forth in this
Indenture. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that

         (a)      prior to the occurrence of an Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:

                  (i)      the duties and obligations of the Trustee shall be
         determined solely by the express provisions of this Indenture, and the
         Trustee shall not be liable except for the performance of such duties
         and obligations as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (ii)     in the absence of bad faith on the part of the
         Trustee, the Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         any statements, certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture; but in the case of
         any such

                                       34

<PAGE>

         statements, certificates or opinions which by any provision hereof are
         specifically required to be furnished to the Trustee, the Trustee shall
         be under a duty to examine the same to determine whether or not they
         conform to the requirements of this Indenture;

         (b)      the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; and

         (c)      the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in principal amount of the
Notes at the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or indemnity reasonably satisfactory to it against such
liability is not reasonably assured to it.

SECTION 5.2  CERTAIN RIGHTS OF THE TRUSTEE.

         Subject to SECTION 5.1 hereof:

         (a)      the Trustee may rely conclusively and shall be fully protected
in acting or refraining from acting upon any resolution, Officers' Certificate
or any other certificate (including, without limitation, any certificate
provided to the Trustee pursuant to SECTION 3.3 hereof), statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, note, coupon,
security or other paper document believed by it to be genuine and to have been
signed or presented by the proper party or parties;

         (b)      any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof be herein specifically prescribed) and
any resolution of the Board of Directors may be evidenced to the Trustee by a
copy thereof certified by the Secretary or an Assistant Secretary of the
Company;

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

         (d)      the Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Noteholders pursuant to the provisions of this
Indenture, unless such Noteholders shall have offered to the Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities that might be incurred therein or thereby;

                                       35

<PAGE>

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

         (f)      the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, coupon, security, or other paper or document
unless requested in writing to do so by the Holders of not less than a majority
in aggregate principal amount of the Notes then Outstanding; PROVIDED that if
the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured by the security afforded
to it by the terms of this Indenture, the Trustee may require indemnity
reasonably satisfactory to it against such expenses or liabilities as a
condition to proceeding, and the reasonable expenses of every such examination
shall be paid by the Company, or by the Trustee or any predecessor Trustee and
repaid by the Company upon demand;

         (g)      the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;

         (h)      in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee which conform to the requirements of this Indenture;

         (i)      the Trustee shall not be liable for any error of judgment made
in good faith by an officer or officers of the Trustee, unless it shall be
conclusively determined by a court of competent jurisdiction that the Trustee
was grossly negligent in ascertaining the pertinent facts;

         (j)      the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents,
attorneys, custodians or nominees appointed with due care, and shall not be
responsible for any willful misconduct or gross negligence on the part of any
agent, attorney, custodian or nominee so appointed; and

         (k)      the Trustee shall not be deemed to have notice of an Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or written notice of any Event of Default is received by the Trustee at its
Corporate Trust Office.

SECTION 5.3  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF NOTES OR
APPLICATION OF PROCEEDS THEREOF.

         The recitals contained herein and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representation as to the

                                       36

<PAGE>

validity or sufficiency of this Indenture or of the Notes. The Trustee shall not
be accountable for the use or application by the Company of any of the Notes or
of the proceeds thereof.

SECTION 5.4  TRUSTEE AND AGENTS MAY HOLD NOTES; COLLECTIONS, ETC.

         The Trustee or any agent of the Company or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes with
the same rights it would have if it were not the Trustee or such agent and may
otherwise deal with the Company and receive, collect, hold and retain
collections from the Company with the same rights it would have if it were not
the Trustee or such agent.

SECTION 5.5  MONEYS HELD BY TRUSTEE.

         Subject to the provisions of SECTION 9.4 hereof, all moneys received by
the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by mandatory provisions of law.
Neither the Trustee nor any agent of the Company or the Trustee shall be under
any liability for interest on any moneys received by it hereunder, except as the
Company and the Trustee otherwise may agree.

SECTION 5.6  COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM.

         The Company covenants and agrees to pay to the Trustee from time to
time as shall be agreed upon between the Company and the Trustee in writing from
time to time, and the Trustee shall be entitled to reasonable compensation
(which shall not be limited by any provision of law relating to the compensation
of a trustee of an express trust), and the Company covenants and agrees to pay
or reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and expenses and disbursements of its counsel and of all
agents and other persons not regularly in its employ), except to the extent any
such expense, disbursement or advance may arise from the Trustee's gross
negligence or bad faith. The Company also covenants to indemnify the Trustee and
each predecessor Trustee for, and to hold it harmless against, any and all loss,
liability, damage, claims or expenses arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder and the performance of its duties hereunder, including the
costs and expenses of defending and investigating any claim of liability in the
premises, except to the extent any such loss, liability or expense is due to its
own gross negligence or bad faith. The obligations of the Company under this
SECTION 5.6 to compensate and indemnify the Trustee and each predecessor Trustee
and to pay or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture.

SECTION 5.7  RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.

         Subject to SECTION 5.1 and SECTION 5.2 hereof, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless

                                       37

<PAGE>

other evidence in respect thereof be herein specifically prescribed) may, in the
absence of gross negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by an Officers' Certificate delivered
to the Trustee.

SECTION 5.8  PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.

         The Trustee hereunder shall at all times be a corporation organized and
doing business under the laws of the United States or of a state thereof having
a combined capital and surplus of at least $50,000,000, and which is authorized
under such laws to exercise corporate trust powers and is subject to supervision
or examination by federal or state authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of a federal, state or District of Columbia supervising or examining authority,
then for the purposes of this SECTION 5.8, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. No obligor on the
Notes or Person directly or indirectly controlling, controlled by or under
common control with such obligor shall serve as Trustee.

SECTION 5.9  RESIGNATION AND REMOVAL, APPOINTMENT OF SUCCESSOR TRUSTEE.

         (a)      The Trustee may at any time resign by giving written notice of
resignation to the Company and by mailing notice thereof by first-class mail to
Holders of Notes at their last addresses as they shall appear on the Notes
Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument in duplicate, executed by
authority of the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor Trustee. If no
such successor trustee shall have been so appointed and have accepted
appointment within 30 days after the mailing of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction, at the
expense of the Company, for the appointment of a successor trustee, or any
Noteholder who has been a bona fide Holder of a Note or Notes for at least six
months may, on behalf of itself and all others similarly situated, petition any
such court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

         (b)      In case at any time any of the following shall occur:

                  (i)      the Trustee shall fail to comply with the provisions
         of TIA ss. 310(b), after written request thereafter by the Company or
         by any Noteholder who has been a bona fide Holder of a Note or Notes
         for at least six months;

                  (ii)     the Trustee shall cease to be eligible in accordance
         with the provisions of SECTION 5.8 hereof and shall fail to resign
         after written request therefor by the Company or by any such
         Noteholder; or

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

                                       38

<PAGE>

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy of which shall be delivered to
the successor trustee, or any Noteholder who has been a bona fide Holder of a
Note or Notes for at least six months may, on behalf of itself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

         (c)      The Holders of a majority in aggregate principal amount of the
Notes at the time Outstanding may at any time remove the Trustee and appoint a
successor trustee by delivering to the Trustee so removed, to the successor
trustee so appointed and to the Company the evidence provided for in SECTION 6.1
hereof of the action in that regard taken by the Noteholders.

         (d)      Any resignation or removal of the Trustee and any appointment
of a successor trustee pursuant to any of the provisions of this SECTION 5.9
shall become effective only upon acceptance of appointment by the successor
trustee as provided in SECTION 5.10 hereof.

SECTION 5.10 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

         Any successor trustee appointed as provided in SECTION 5.9 hereof shall
execute and deliver to the Company and to its predecessor Trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, upon payment of its
charges then unpaid, the Trustee ceasing to act shall, subject to SECTION 9.4
hereof, pay over to the successor trustee all moneys at the time held by it
hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request
of any such successor trustee, the Company shall execute appropriate instruments
in writing for more fully and certainly vesting in and confirming to such
successor such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such Trustee to secure any amounts then due it pursuant to the provisions of
SECTION 5.6 hereof.

         Upon acceptance of appointment by a successor trustee as provided in
this SECTION 5.10, the Company shall mail notice thereof by first-class mail to
the Holders of Notes at their last addresses as they shall appear in the Notes
Register. If the acceptance of appointment is substantially contemporaneous with
a resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by SECTION 5.9 hereof. If the Company fails
to mail such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

         Notwithstanding replacement of the Trustee pursuant to this SECTION
5.10, the Company's obligations under SECTION 5.6 hereof shall continue for the
benefit of the retiring Trustee.

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SECTION 5.11  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF
TRUSTEE.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, as
long as such corporation shall be eligible under the provisions of SECTION 5.8
hereof, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         In case any of the Notes shall have been authenticated but not
delivered at the time such successor to the Trustee shall succeed to the trusts
created by this Indenture, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such Notes
so authenticated and, in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
trustee, and in such cases such certificate shall have the full force which it
is anywhere in the Notes or in this Indenture provided that the certificate of
the Trustee shall have; PROVIDED that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Notes in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

SECTION 5.12 REPORTS BY TRUSTEE.

         The Trustee shall provide to the Holders the reports required to be
provided by the Trustee pursuant to Section 313 of the TIA.

                                   ARTICLE 6
                           CONCERNING THE NOTEHOLDERS

SECTION 6.1  EVIDENCE OF ACTION TAKEN BY NOTEHOLDERS.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Noteholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Noteholders, in person or by agent duly appointed
in writing, and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are received by the
Trustee. Proof of execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to
SECTION 5.1 and SECTION 5.2 hereof) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Article.

SECTION 6.2  PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF NOTES RECORD
DATE.

         Subject to SECTION 5.1 and SECTION 5.2 hereof, the execution of any
instrument by a Noteholder or his agent or proxy may be provided in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of Notes
shall be as provided by the Notes Register or by a certificate of

                                       40
<PAGE>


the Registrar thereof. The Company may set a record date for purposes of
determining the identity of Holders of Notes entitled to vote or consent to any
action referred to in SECTION 6.1 hereof, which record date may be set at any
time or from time to time by written notice to the Trustee for any date or dates
(in the case of any adjournment or resolicitation) not more than 60 days nor
less than five days prior to the proposed date of such vote or consent, and,
thereafter, notwithstanding any other provisions hereof, only Holders of Notes
of record on such record date shall be entitled to so vote or give such consent
or to withdraw such vote or consent.

SECTION 6.3  HOLDERS TO BE TREATED AS OWNERS.

         The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the Person in whose name any Note shall be registered upon
the Notes Register as the absolute owner of such Note (whether or not such Note
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of, and premium, if any, on and, subject to the provisions of this Indenture,
interest on such Note and for all other purposes, and neither the Company nor
the Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such Person, or upon
his order, shall be valid and to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Note.

SECTION 6.4  NOTES OWNED BY COMPANY DEEMED NOT OUTSTANDING.

         In determining whether the Holders of the requisite aggregate principal
amount of Notes have concurred in any direction, consent or waiver under this
Indenture, Notes that are owned by the Company or any other obligor on the Notes
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the obligor on the Notes shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether a Responsible
Officer of the Trustee shall be protected in relying on any such direction,
consent or waiver, only Notes that the Trustee actually knows are so owned shall
be so disregarded. Notes so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor upon the Notes or any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Notes. In case of a
dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Notes, if any, known by the
Company to be owned or held by or for the account of any of the above-described
Persons, and, subject to SECTION 5.1 and SECTION 5.2 hereof, the Trustee shall
be entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Notes not listed therein are
Outstanding for the purpose of any such determination.

SECTION 6.5  RIGHT OF REVOCATION OF ACTION TAKEN.

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<PAGE>

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in SECTION 6.1 hereof, of the taking of any action by the Holders of
the percentage in aggregate principal amount of the Notes specified in this
Indenture in connection with such action, any Holder of a Note the serial number
of which is shown by the evidence to be included among the serial numbers of the
Notes the Holders of which have consented to such action may, by filing written
notice at the Corporate Trust Office and upon proof of holding as provided in
this Article, revoke such action so far as concerns such Note. Except as
aforesaid any such action taken by the Holder of any Note shall be conclusive
and binding upon such Holder and upon all future Holders and owners of such Note
and of any Notes issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon any such Note. Any
action taken by the Holders of the percentage in aggregate principal amount of
the Notes specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all such
Notes.

                                   ARTICLE 7
                             SUPPLEMENTAL INDENTURES

SECTION 7.1       SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

         The Company, when authorized by a resolution of its Board of Directors,
and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

         (a)      to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Notes any property or assets;

         (b)      to evidence the succession of another corporation to the
Company, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company pursuant
to ARTICLE 8 hereof;

         (c)      to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as the Board of Directors shall consider
to be for the protection of the Holders of Notes, and to make the occurrence, or
the occurrence and continuance of a Default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; PROVIDED that in respect of any such additional covenant,
restriction, condition or provision, such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other Defaults) or may provide for
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee due solely to such an Event of Default or may limit the
right of the Holders of a majority in aggregate principal amount of the Notes to
waive such an Event of Default;

         (d)      to cure any ambiguity or to cure, correct or supplement any
defective provision contained herein or in the Notes, or to make such other
provisions in regard to matters or questions arising under this Indenture or
under any supplemental indenture as the Board of Directors may deem necessary or
desirable, and in any case which the Trustee and the Company

                                       42
<PAGE>


shall determine (i) are not inconsistent with this Indenture and the Notes and
(ii) shall not adversely affect the interests of the Holders of the Notes;

         (e)      to modify or supplement this Indenture or any indenture
supplemental hereto in such manner as to permit the qualification thereof under
the TIA or any other similar federal statute hereafter in effect; and

         (f)      to permit or facilitate the issuance of Notes pursuant to the
provisions hereof.

         The Trustee is hereby authorized to join in the execution of any such
supplemental Indenture, to make any further appropriate agreements and
stipulations that may be therein continued and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee's own rights, duties, indemnities or immunities under
this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this SECTION
7.1 may be executed without the consent of the Holders of any of the Notes at
the time Outstanding, notwithstanding any of the provisions of SECTION 7.2
hereof.

SECTION 7.2  SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.

         With the consent (evidenced as provided in ARTICLE 6 hereof) of the
Holders of not less than a majority in aggregate principal amount of the Notes
at the time Outstanding, the Company, when authorized by a resolution of its
Board of Directors, and the Trustee may, from time to time and at any time,
modify this Indenture, any indentures supplemental hereto, the Notes or the
rights of the Holders of the Notes, PROVIDED that no such supplemental indenture
shall (a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Note, or reduce the principal amount thereof,
or reduce the rate or extend the time of payment of interest thereon, or reduce
any amount payable on redemption thereof or impair or affect the right of any
Noteholder to institute suit for the payment thereof or change the place or
currency of payment of principal of, or interest on, any Note, in each case
without the consent of the Holder of each Note so affected, or (b) without the
consent of the Holders of all Notes then Outstanding, (i) reduce the aforesaid
percentage of Notes the consent of the Holders of which is required for any such
modification, or the percentage of Notes the consent of the Holders of which is
required for any waiver provided for in this Indenture, (ii) change any
obligation of the Company to maintain an office or agency in the places and for
the purposes specified in SECTION 2.3 or (iii) make any change in SECTION 4.9 or
this SECTION 7.2, except to increase any percentages or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holders of each Outstanding Note affected thereby.

         Upon the request of the Company, accompanied by a copy of a resolution
of the Board of Directors certified by the Secretary or an Assistant Secretary
of the Company authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Noteholders and
other documents, if any, required by SECTION 6.1 hereof, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such

                                       43
<PAGE>

supplemental indenture affects the Trustee's own rights, duties, indemnities or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

         It shall not be necessary for the consent of the Noteholders under this
SECTION 7.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this SECTION 7.2, the
Company shall mail a notice thereof by first class mail to the Holders of Notes
at their addresses as they shall appear on the Notes Register, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

SECTION 7.3  EFFECT OF SUPPLEMENTAL INDENTURE.

         Upon the execution of any supplemental indenture pursuant to the
provisions hereof, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the Holders of Notes shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

SECTION 7.4  DOCUMENTS TO BE GIVEN TO TRUSTEE.

         The Trustee, subject to the provisions of SECTION 5.1 and SECTION 5.2
hereof, shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such supplemental indenture complies with the
applicable provisions of this Indenture and that all conditions precedent to the
execution of such supplemental indenture have been met.

SECTION 7.5  NOTATION OF NOTES IN RESPECT OF SUPPLEMENTAL INDENTURES.

         Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this ARTICLE 7 may bear a
notation in form approved by the Trustee as to any matters provided for by such
supplemental indenture or as to any action taken at any such meeting as the
Company shall so determine, and new Notes so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the Notes
then Outstanding, which Notes so exchanged shall be canceled by the Trustee.

                                   ARTICLE 8
                MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE

SECTION 8.1  COVENANT NOT TO MERGE, CONSOLIDATE, SELL, LEASE OR TRANSFER ASSETS
EXCEPT UNDER CERTAIN CONDITIONS.

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<PAGE>

         (a)      The Company shall not merge or consolidate with or into any
other person and the Company shall not sell, lease or convey all or
substantially all of its assets to any person, unless (1) the Company is the
continuing corporation, or the successor corporation or the person that acquires
all or substantially all of the Company's assets is a corporation organized and
existing under the laws of the United States or a State thereof or the District
of Columbia and expressly assumes all the Company's obligations under the Notes
and this Indenture, (2) immediately after such merger, consolidation, sale,
lease or conveyance, there is no Default or Event of Default hereunder, (3) if,
as a result of the merger, consolidation, sale, lease or conveyance, any or all
of the Company's property would become the subject of a lien that would not be
permitted by this Indenture, the Company secures the Notes equally and ratably
with the obligations secured by that lien and (4) the Company delivers or causes
to be delivered to the Trustee an Officers' Certificate and Opinion of Counsel
each stating that the merger, consolidation, sale, lease or conveyance comply
with this Indenture.

         (b)      Except for the sale of all or substantially all assets of the
Company pursuant to subsection (a) above, and other than assets required to be
sold to conform with governmental regulations, the Company shall not sell or
otherwise dispose of any assets (other than short-term, readily marketable
investments purchased for cash management purposes with funds not representing
the proceeds of other asset sales) if, on a pro forma basis, the aggregate net
book value of all such sales during the most recent 12-month period would exceed
10 percent of Consolidated Net Tangible Assets computed as of the end of the
most recent quarter preceding such sale; PROVIDED, HOWEVER, that any such sales
shall be disregarded for purposes of this 10 percent limitation if the proceeds
are invested in assets in similar or related lines of business of the Company
and, provided further, that the Company may sell or otherwise dispose of assets
in excess of such 10 percent limitation if the proceeds from such sales or
dispositions, which are not reinvested as provided above, are retained by the
Company as cash or cash equivalents or are used by the Company to purchase
Notes, which are then delivered to the Trustee for cancellation, or to reduce or
retire Indebtedness ranking pari passu in right of payment to the Notes or
indebtedness of the Company's Subsidiaries.

SECTION 8.2  SUCCESSOR CORPORATION SUBSTITUTED.

         In case of any such merger, consolidation, sale, lease, or transfer,
and following such an assumption by the successor corporation of the Company's
obligations under the Notes and this Indenture, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein.

         Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company prior to such succession, any or
all of the Notes issuable hereunder that theretofore shall not have been signed
by the Company and delivered to the Trustee, and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Notes that previously shall have been signed
and delivered by the officers of the Company to the Trustee for authentication
and any Notes that such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Notes so issued
shall in all respects have the same legal rank and benefit under this

                                       45

<PAGE>

Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes had been issued at the date
of the execution hereof.

         In case of any such merger, consolidation, sale, lease or transfer such
changes in phraseology and form (but not in substance) may be made in the Notes
thereafter to be issued as may be appropriate.

         In the event of any such sale or transfer (other than a transfer by way
of lease) the Company or any successor corporation, which shall theretofore have
become such in the manner described in this ARTICLE 8, shall be discharged from
all obligations and covenants under this Indenture and the Notes and may be
liquidated and dissolved.

SECTION 8.3  OPINION OF COUNSEL TO TRUSTEE; OFFICERS' CERTIFICATE.

         The Trustee, subject to the provisions of SECTION 5.1 and SECTION 5.2
hereof, shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such merger, consolidation, sale, lease or
transfer, and any such assumption of obligations described in this ARTICLE 8,
and any such liquidation or dissolution described in this ARTICLE 8, complies
with the applicable provisions of this Indenture.

                                   ARTICLE 9
                           SATISFACTION AND DISCHARGE
                         OF INDENTURE; UNCLAIMED MONEYS

SECTION 9.1  SATISFACTION AND DISCHARGE OF INDENTURE.

         If at any time (a) the Company shall have paid or caused to be paid the
principal of and premium, if any, and interest on all the Notes Outstanding
hereunder, as and when the same shall have become due and payable, or (b) the
Company shall have delivered to the Trustee for cancellation all Notes
theretofore authenticated (other than any Notes which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in SECTION
2.7 hereof) or (c)(i) all such Notes not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption under
arrangements satisfactory to the Trustee for the giving of notice of redemption,
and (ii) the Company shall have irrevocably deposited or caused to be deposited
with the Trustee as trust funds the entire amount in cash (other than moneys
repaid by the Trustee or any paying agent to the Company in accordance with
SECTION 9.4 hereof) or U.S. Government Obligations, maturing as to principal,
premium, if any, and interest in such amounts and at such times as will insure
(without reinvestment) the availability of cash sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity all
such Notes not theretofore delivered to the Trustee for cancellation, including
principal, premium, if any, and interest due or to become due to such date of
maturity as the case may be, and if, in any such case, the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company, then
this Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange, and the Company's right to optional
redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost
or stolen Notes, (iii) rights of Holders to receive payments of

                                       46

<PAGE>

principal of and premium, if any, and interest on, the Notes upon the original
stated due dates therefor (but not upon acceleration), (iv) the rights and
obligations and immunities of the Trustee hereunder, (v) the rights of the
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them and (vi) the maintenance by the
Company of its existence), and the Trustee, upon written demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture; PROVIDED that the rights of
Holders of the Notes to receive amounts in respect of principal of and premium,
if any, and interest on the Notes held by them shall not be delayed longer than
required by then applicable mandatory rules or policies of any securities
exchange upon which the Notes are listed.

         The Company shall reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred and shall compensate the Trustee for
any services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Notes.

SECTION 9.2  APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF NOTES.

         Subject to SECTION 9.4 hereof, all moneys deposited with the Trustee
pursuant to SECTION 9.1 hereof shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including the Company
acting as its own Paying Agent), to the Holders of the particular Notes for the
payment or redemption of which such moneys have been deposited with the Trustee,
of all sums due and to become due thereon for principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

SECTION 9.3  REPAYMENT OF MONEYS HELD BY PAYING AGENT.

         In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be repaid to it or paid to the Trustee and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

SECTION 9.4  RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED FOR TWO
YEARS.

         Any moneys deposited with or paid to the Trustee or any Paying Agent
for the payment of the principal of or premium or interest on any Note and not
applied but remaining unclaimed for two years after the date upon which such
principal, premium or interest shall have become due and payable shall, upon the
written request of the Company, be repaid to the Company by the Trustee or such
Paying Agent, and the Holder of such Note shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Company for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any Paying Agent
with respect to such moneys shall thereupon cease.

SECTION 9.5  DEFEASANCE AND DISCHARGE OF INDENTURE.

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<PAGE>

         The Company will be deemed to have paid and will be discharged from any
and all obligations in respect of the Notes on the 123rd day after the deposit
referred to in subparagraph (A) below has been made, and the provisions of this
Indenture will no longer be in effect with respect to the Notes (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except as to (a) rights of registration of transfer and
exchange, and the Company's right of optional redemption, (b) substitution of
apparently mutilated, defaced, destroyed, lost or stolen securities, (c) rights
of Holders to receive payments of principal thereof and premium, if any, and
interest thereon, (d) the rights, obligations and immunities of the Trustee
hereunder, (e) the rights of the Noteholders as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, (f) the obligations of the Company to maintain a place of payment for the
Notes under SECTION 3.1 hereof and (g) the maintenance by the Company of its
existence; PROVIDED that the following conditions shall have been satisfied:

                  (A)      with reference to this SECTION 9.5, the Company has

         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee (or another trustee satisfying the requirements of SECTION 5.8
         hereof) as trust funds in trust, specifically pledged as security for,
         and dedicated solely to, the benefit of the Holders of the Notes, (i)
         money in an amount, (ii) U.S. Government Obligations, which through the
         payment of interest and principal in respect thereof in accordance with
         their terms (without reinvestment), will provide not later than one day
         before the due date of any payment referred to in clause (x) or (y) of
         this subparagraph (A) money in an amount, or (iii) a combination
         thereof, sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, after payment
         of all federal, state and local taxes or other charges and assessments
         in respect thereof, (x) the principal of, premium, if any, and each
         installment of principal and interest on the Outstanding Notes at the
         maturity date of such principal or installment of principal or interest
         and (y) any mandatory sinking fund payments or analogous payments
         applicable to the Notes on the day on which such payments are due and
         payable in accordance with the terms of this Indenture and the Notes;

                  (B)      the Company has delivered to the Trustee (i) an
         Opinion of Counsel to the effect that Holders will not recognize
         income, gain or loss for federal income tax purposes as a result of the
         Company's exercise of its option under this SECTION 9.5 and will be
         subject to federal income tax on the same amount and in the same manner
         and at the same times as would have been the case if such deposit,
         defeasance and discharge had not occurred, which Opinion of Counsel
         must be based on (x) a change in applicable federal income tax law or
         related Treasury Regulations after the date of this Indenture or (y) a
         ruling of the Internal Revenue Service to the same effect and (ii) an
         Opinion of Counsel to the effect that the defeasance trust does not
         constitute an "investment company" under the Investment Company Act of
         1940, as amended, and after the passage of 123 days following the
         deposit, the trust fund will not be subject to the effect of Section
         547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor
         and Creditor Law;

                                       48
<PAGE>

                  (C)      immediately after giving effect to such deposit, no
         Default or Event of Default shall have occurred and be continuing on
         the date of such deposit or during the period ending on the 123rd day
         after the date of such deposit, and such deposit shall not result in a
         breach or violation of, or constitute a default under, any other
         agreement or to which the Company is a party or by which the Company is
         bound; and

                  (D)      if at such time the Notes are listed on a national
         securities exchange, the Company has delivered to the Trustee an
         Opinion of Counsel to the effect that the Notes will not be delisted as
         a result of such deposit, defeasance and discharge.

SECTION 9.6  DEFEASANCE OF CERTAIN OBLIGATIONS.

         The Company may omit to comply with any term, provision, or condition
set forth in SECTIONS 3.4, 3.5 and 8.1(B), and SECTION 4.1(D) (with respect to
SECTIONS 3.4, 3.5 and 8.1(B)) and SECTIONS 4.1(C) and (E) shall be deemed not to
be Events of Default on the 123rd day after the deposit referred to in
subparagraph (A) below if:

                  (A)      with reference to this SECTION 9.6, the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee (or another trustee satisfying the requirements of SECTION 5.6
         hereof) as trust funds in trust, specifically pledged as security for,
         and dedicated solely to, the benefit of the Holders of the Notes, (i)
         money in an amount, (ii) U.S. Government Obligations, which through the
         payment of interest and principal in respect thereof in accordance with
         their terms (without reinvestment), will provide not later than one day
         before the due date of any payment referred to in clauses (x) or (y) of
         this SECTION 9.6, money in an amount, or (iii) a combination thereof,
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a certification thereof
         delivered to the Trustee, to pay and discharge, after payment of all
         federal, state and local taxes or other charges and assessments in
         respect thereof, (x) the principal of, premium, if any, and each
         installment of principal and interest on the Outstanding Notes at the
         maturity date of such principal or installment of principal or interest
         and (y) any mandatory sinking fund payments or analogous payments
         applicable to the Notes on the day on which such payments are due and
         payable in accordance with the terms of this Indenture and the Notes;

                  (B)      the Company has delivered to the Trustee (i) an
         Opinion of Counsel to the effect that Holders will not recognize
         income, gain or loss for federal income tax purposes as a result of the
         Company's exercise of its option under this SECTION 9.6 and will be
         subject to federal income tax on the same amount and in the same manner
         and at the same times as would have been the case if such deposit,
         defeasance and discharge had not occurred, and (ii) an Opinion of
         Counsel to the effect that the defeasance trust does not constitute an
         "investment company" under the Investment Company Act of 1940, as
         amended, and after the passage of 123 days following the deposit, the
         trust fund will not be

                                       49
<PAGE>



         subject to the effect of Section 547 of the U.S. Bankruptcy Code or
         Section 15 of the New York Debtor and Creditor Law;

                  (C)      immediately after giving effect to such deposit, no
         Event of Default, or event that after the giving of notice or lapse of
         time or both would become an Event of Default, shall have occurred and
         be continuing on the date of such deposit or during the period ending
         on the 123rd day after the date of such deposit, and such deposit shall
         not result in a breach or violation of or constitute a default under
         any other agreement or instrument to which the Company is a party or by
         which the Company is bound; and

                  (D)      if at such time the Notes are listed on a national
         securities exchange, the Company has delivered to the Trustee an
         Opinion of Counsel to the effect that the Notes will not be delisted as
         a result of such deposit, defeasance and discharge.

                                   ARTICLE 10
                               REDEMPTION OF NOTES

SECTION 10.1 OPTIONAL REDEMPTION.

         The Company at its option may, at any time, redeem the Notes, in whole
or in part, upon payment of a redemption price equal to (A) the greater of (i)
100% of the principal amount of the Notes to be redeemed and (ii) the sum of
present values of the Remaining Scheduled Payments on the Notes being redeemed
discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at a rate equal to the Treasury Rate
plus 75 basis points, plus, in either case, (B) accrued and unpaid interest, if
any, on the principal amount of Notes being redeemed to the redemption date.

SECTION 10.2 NOTES REDEEMED IN PART.

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

SECTION 10.3 NOTICE OF REDEMPTION.

         Notice of redemption to the Holders of Notes to be redeemed shall be
given by the Company by mailing notice of such redemption by first class mail,
postage prepaid, at least 30 days and not more than 60 days prior to the date
fixed for redemption to such Holders of Notes at their last addresses as they
shall appear in the Notes Register. Failure to give notice by mail, or any
defect in the notice to the Holder of any Note designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Note.

         The notice of redemption to each Holder shall specify that the Notes
are being redeemed pursuant to this ARTICLE 10, the date fixed for redemption,
the place or places of payment, the CUSIP and ISIN numbers (as applicable) of
the Notes being redeemed, that payment will be made upon presentation and
surrender of the Notes, that interest accrued to the date fixed for

                                       50
<PAGE>


redemption will be paid as specified in this Article and that, on and after said
date, interest thereon or on the portions thereof redeemed will cease to accrue.

         Any notice of redemption of Notes to be redeemed at the option of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

         At least one Business Day prior to the redemption date specified in the
notice of redemption given as provided in this SECTION 10.3, the Company shall
deposit with the Trustee or with one or more paying agents (or, if the Company
is acting as its own paying agent, set aside, segregate and hold in trust as
provided in SECTION 2.4 hereof) an amount of money sufficient to redeem on the
redemption date all the Notes so called for redemption.

SECTION 10.4 PAYMENT OF NOTES CALLED FOR REDEMPTION.

         If notice of redemption has been given as above provided, the Notes
shall become due and payable on the date and at the place stated in such notice
at the redemption price, and on and after said date (unless the Company shall
default in the payment of such Notes at the redemption price) interest on the
Notes or portions of Notes so called for redemption shall cease to accrue and,
except as provided in SECTION 5.5 and SECTION 9.4 hereof, such Notes shall cease
from and after the date fixed for redemption to be entitled to any benefit or
security under this Indenture, and the Holders thereof shall have no right in
respect of such Notes except the right to receive the redemption price thereof.
On presentation and surrender of such Notes at a place of payment specified in
said notice, said Notes shall be paid and redeemed by the Company at the
redemption price, PROVIDED that any semiannual payment of interest becoming due
on the date fixed for redemption shall be payable to the Holders of such Notes
registered as such on the relevant record date subject to the terms and
provisions of SECTION 2.6(I) hereof.

         If the Company defaults in the payment of the redemption price with
respect to any Note called for redemption, upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest
from the date fixed for redemption at the rate borne by the Note.

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

SECTION 11.1  INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS OF COMPANY
EXEMPT FROM INDIVIDUAL LIABILITY.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Note, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such, or against
any past, present or future shareholder, officer or director, as such, of the
Company or of any successor, either directly or through the Company or any
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Notes by the Holders thereof and as part of the consideration
for the issue of the Notes.

SECTION 11.2  PROVISIONS OF THE INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
NOTEHOLDERS.

                                       51

<PAGE>

         Nothing in this Indenture or in the Notes, expressed or implied, shall
give or be construed to give to any Person, other than the parties hereto and
their successors and the Holders (and, where expressly set forth herein, owners
of interests in any Global Note), any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors and the Holders (and, where expressly set forth herein,
owners of interests in any Global Note).

SECTION 11.3  SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE.

         All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not.

SECTION 11.4  NOTICES AND DEMANDS ON COMPANY, TRUSTEE AND NOTEHOLDERS.

         Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders to
or on the Company may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Company is filed by the Company with the Trustee)
to Edison Mission Energy, 18101 Von Karman Avenue, Suite 1700, Irvine,
California 92612, Attention: Chief Financial Officer. Any notice, direction,
request or demand by the Company or any Noteholder to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or
made at the Corporate Trust Office.

         Where this Indenture provides for notice to Holders, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder entitled thereto, at his
last address as it appears in the Notes Register. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Company and
Noteholders when such notice is required to be given pursuant to any provision
of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

SECTION 11.5  STATEMENTS TO BE CONTAINED IN OFFICERS' CERTIFICATES AND OPINIONS
OF COUNSEL.

         Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically

                                       52

<PAGE>

required by any provision of this Indenture relating to such particular
application or demand, no additional certificate or opinion need be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the Person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

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

         Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

         Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

SECTION 11.6  PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS.

         If the date of maturity of interest on or principal, or premium, if
any, of the Notes or the date fixed for redemption of any Note shall not be a
Business Day, then payment of interest, principal, or premium need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.

SECTION 11.7  EW YORK LAW TO GOVERN.

         THIS INDENTURE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS

                                       53
<PAGE>


THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 11.8  COUNTERPARTS.

         This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same agreement.

SECTION 11.9  EFFECT OF HEADINGS.

         The Article and Section Headings herein and the Table of Contents are
for convenience of reference only and shall not affect the construction hereof.

SECTION 11.10  TRUST INDENTURE ACT.

         When this Indenture is qualified under the TIA, the mandatory
provisions thereof shall be deemed to be incorporated by reference herein.

                                       54

<PAGE>


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

                                  EDISON MISSION ENERGY, as Company



                                  By: /s/ Gary Garcia
                                      -----------------------------------------
                                      Name:  Gary Garcia
                                      Title: Treasurer

Attest:



By: /s/ Maria P. Litos
    ---------------------
    Name: Maria P. Litos
    Title: Loan Administrator

                                  UNITED STATES TRUST COMPANY OF NEW
                                  YORK, as Trustee

                                  By: /s/ Christopher J. Grell
                                      -----------------------------------------
                                      Name:  Christopher Grell
                                      Title: Assistant Vice President

Attest:


By: /s/ David J. Fernandez
    ----------------------
    Name: David J. Fernandez
    Title:


                                       55

<PAGE>



                                 [Face of Note]
-------------------------------------------------------------------------------

                                                       CUSIP/CINS
                                                                  -------------

                                                             ISIN
                                                                  -------------

                     9.875% Senior Notes due April 15, 2011

No.                                                                           $


                              EDISON MISSION ENERGY

promises to pay to             or registered assigns,
                  -------------

the principal sum of
                     ------------------------------

on April 15, 2011.

Interest Payment Dates:  April 15, 2001 and October 15, 2001

Record Dates:  April 1 and October 1

Dated: April 5, 2001


                               EDISON MISSION ENERGY


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


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


                                                       (SEAL)
This is one of the Notes referred to
in the within-mentioned Indenture:

UNITED STATES TRUST COMPANY
  OF NEW YORK,
  as Trustee

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


                                      A-1

<PAGE>



                                 [Back of Note]
                     9.875% Senior Notes due April 15, 2011

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS
OF THE INDENTURE]

[INSERT THE IAI NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]

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

         1. INTEREST. Edison Mission Energy, a California corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
9.875% per annum from April 5, 2001 until maturity. The Company will pay
interest semi-annually in arrears on April 15 and October 15 of each year (each
an "Interest Payment Date"); PROVIDED that if any such day is not a Business
Day, then such payment will be made on the next succeeding Business Day.
Interest on this Note will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from April 5, 2001; PROVIDED
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; PROVIDED, FURTHER, that the first Interest
Payment Date in respect of this Note shall be October 15, 2001. The Company
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time at a
rate that is equal to the rate set forth on the face of this Note; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time at the same rate to the extent
lawful. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. If a Reporting Cessation occurs, the interest rate
applicable to the Notes shall be increased by 0.50% per annum from the date such
Reporting Cessation occurs until such time as the Reporting Cessation has ended.

         2. METHOD OF PAYMENT. The Company will pay interest on this Note
(except defaulted interest) to the Person who is the registered Holder of this
Note at the close of business on the April 1 or October 1 next preceding the
Interest Payment Date, even if this Note is canceled after such record date and
on or before such Interest Payment Date, except as provided in Section 2.12 of
the Indenture with respect to defaulted interest. This Note will be payable as
to principal, premium, if any, and interest by mailing a check for such to or
upon the written order of the registered Holder of this Note entitled thereto at
its last address as it appears on the Notes Register or, upon written
application to the Trustee by a Holder of $1,000,000 or more in aggregate
principal amount of Notes, by wire transfer of immediately available funds to an
account maintained by such Holder with a bank or other financial institution.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

         3. PAYING AGENT AND REGISTRAR. Initially, United States Trust Company
of New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company

                                      A-2
<PAGE>


may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

         4. INDENTURE. The Company issued this Note under an Indenture, dated as
of April 5, 2001, between the Company and the Trustee (as the same may be
amended, modified and supplemented, the "Indenture"). The terms of this Note
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss.
77aaa-77bbbB). This Note is subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Notes are
unsecured obligations of the Company limited to $600,000,000 million in
aggregate principal amount.

            5. REDEMPTION. The Company at its option may, at any time, redeem
the Notes, in whole or in part, upon payment of a redemption price equal to (A)
the greater of (i) 100% of the principal amount of the Notes to be redeemed and
(ii) the sum of present values of the Remaining Scheduled Payments on the Notes
being redeemed discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at a rate equal to
the Treasury Rate plus 75 basis points, plus, in either case, (B) accrued and
unpaid interest, if any, on the principal amount of Notes being redeemed to the
redemption date.

         6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its last registered address. Subject to
payment by the Company of a sum sufficient to pay the amount due on redemption,
interest on the Notes ceases to accrue upon the date duly fixed for redemption
of the Notes.

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

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

         9. AMENDMENT, SUPPLEMENT. With the consent of the Holders of not less
than a majority in aggregate principal amount of the Notes at the time
Outstanding, evidenced as in the Indenture provided, the Indenture or any
supplemental indentures or the rights of the Holders of the Notes may be
modified; PROVIDED that no such modification shall (a) change the Stated
Maturity of the principal of, or any installment of principal of or interest on,
any Note, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on the
redemption thereof or impair or affect the rights of any Noteholder to institute
suit for the payment thereof or change the place or currency of payment

                                      A-3
<PAGE>


of principal of, or interest on, any Note, in each case without the consent of
the Holder of each Note so affected, or (b) without the consent of the Holders
of all Notes then outstanding, (i) reduce the aforesaid percentage of Notes the
consent of the Holders of which is required for any such modification, or the
percentage of Notes the consent of Holders of which is required for any waiver
provided for in the Indenture, (ii) change any obligation of the Company to
maintain an office or agency for payment of and transfer and exchange of the
Notes or (iii) make certain changes to provisions relating to the waiver of past
defaults or to the provisions for supplementing the Indenture with the consent
of the Holders.

         10. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest on the Notes; (ii) default in
payment when due of principal of or premium, if any, on the Notes when the same
becomes due and payable at maturity, upon redemption or otherwise, (iii) failure
by the Company for 90 days after notice to the Company by the Trustee or the
Holders of at least 25% in principal amount of the Notes then outstanding voting
as a single class to comply with certain other agreements in the Indenture or
the Notes; (iv) default under certain other agreements relating to Indebtedness
of the Company which default results in the acceleration of such Indebtedness
prior to its express maturity; (v) certain final judgments for the payment of
money that remain undischarged for a period of 90 days; and (vi) certain events
of bankruptcy or insolvency with respect to the Company. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare the principal of all
the Notes and the interest accrued thereon to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any past
Default or Event of Default except a Default in the payment of principal of,
premium, if any, or interest on, any of the Notes. The Company is required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

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

         12. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes, the Indenture or
any indenture supplemental thereto or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.

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

         14. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties),

                                      A-4
<PAGE>


JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

         15. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement.

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

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

Edison Mission Energy
18101 Von Karman Avenue
Suite 1700
Irvine, California 92612
Attention:  Chief Financial Officer

                                      A-5


<PAGE>


                                 ASSIGNMENT FORM

           To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ----------------------------------
                                               (Insert assignee's legal name)


-------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


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


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


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


-------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)


and irrevocably appoint
                        -------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
      --------------------------
                                    Your Signature:
                                                    ---------------------------
                                         (Sign exactly as your name appears
                                                on the face of this Note)


Signature Guarantee*:
                      ------------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-6
<PAGE>


             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

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




<TABLE>
<CAPTION>

                                                                                  Principal Amount             Signature of
                          Amount of decrease in     Amount of increase in       of this Global Note        authorized officer of
                            Principal Amount          Principal Amount        following such decrease         Trustee or Note
   DATE OF EXCHANGE       OF THIS GLOBAL NOTE       OF THIS GLOBAL NOTE            (OR INCREASE)                CUSTODIAN
   ----------------      ----------------------      -------------------      -------------------------    ----------------------
<S>                      <C>                       <C>                        <C>                           <C>
</TABLE>









* THIS SCHEDULE SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.


                                      A-7
<PAGE>



                                                                    EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER

Edison Mission Energy
18101 Von Karman Avenue
Suite 1700
Irvine, California 92612

United States Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York 10036



            Re:  9.875% SENIOR NOTES DUE APRIL 15, 2011
                 --------------------------------------

         Reference is hereby made to the Indenture, dated as of April 5, 2001
(the "INDENTURE"), between Edison Mission Energy, as issuer (the "COMPANY"), and
United States Trust Company, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

         1. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE RESTRICTED GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

         2. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE RESTRICTED GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was

                                      B-1

<PAGE>

outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act and (iii) the transaction is not part of a plan or
scheme to evade the registration requirements of the Securities Act. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Restricted Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.

         3. |_| CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE RESTRICTED GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a)      |_| such Transfer is being effected pursuant to and
         in accordance with Rule 144 under the Securities Act;

                                       or

                  (b)      |_| such Transfer is being effected to the Company or
         a subsidiary thereof.

            4. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

         (a) |_| CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

         (b) |_| CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be

                                      B-2
<PAGE>


subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.

         (c) |_| CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

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


                                       ----------------------------------------
                                               [Insert Name of Transferor]


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

Dated:
       -----------------------------


                                      B-3

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

                                   [CHECK ONE]

                  (a)      |_| a beneficial interest in the Restricted Global
                           Note (CUSIP ); -----------        or

                  (b)      |_| a Restricted Definitive Note.

      2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a)      |_| a beneficial interest in the:

                      (i)  |_| Restricted Global Note (CUSIP          ); or
                                                             ---------

                      (ii) |_| Unrestricted Global Note (CUSIP        ); or
                                                             ---------

                  (b)      |_| a Restricted Definitive Note; or

                  (c)      |_| an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.


                                      B-4


<PAGE>

                                                                     EXHIBIT B

                         FORM OF CERTIFICATE OF EXCHANGE

Edison Mission Energy
18101 Von Karman Avenue
Suite 1700
Irvine, California 92612

United States Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York 10036



         Re:  9.875% SENIOR NOTES DUE APRIL 15, 2011
              --------------------------------------

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of April 5, 2001
(the "INDENTURE"), between Edison Mission Energy, as issuer (the "COMPANY"), and
United States Trust Company of New York, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

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

         1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE


         (a) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (b) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's

                                      B-1

<PAGE>

own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

         (c) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES


         (a) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
Restricted Global Note

                                       2

<PAGE>


with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Note and in the Indenture and
the Securities Act.

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


                                          [Insert Name of Transferor]
                                   -----------------------------------------


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


Dated:
       -----------------------------