<PAGE>


                                                                     Exhibit 4.2

Reconciliation and tie between Midwest Generation, LLC Pass-Through Trust
Agreement B, dated as of August 17, 2000, and the Trust Indenture Act of
1939. This reconciliation does not constitute part of the Pass-Through Trust
Agreement.


<TABLE>
<CAPTION>

  TRUST INDENTURE ACT OF 1939 SECTION                PASS-THROUGH TRUST AGREEMENT SECTION
  -----------------------------------                ------------------------------------
<S>                                                  <C>
310 (a) (1)                                          7.8

310 (a) (2)                                          7.8

311 (a)                                              7.17
    (b)                                              7.17

312 (a)                                              7.12 (b); 8.1; 8.2

313 (a)                                              8.4
    (c)                                              8.4

314 (a)(1)                                           5.1
    (c)(1)                                           1.2
    (e)                                              1.2

315 (a)                                              7.1 (a)
    (b)                                              7.2
    (c)                                              7.1 (b)
    (d)                                              7.1 (c)
    (e)                                              6.6


316 (a)(1)                                           6.4; 6.5
    (b)                                              6.7
    (c)                                              1.4 (e)

317 (a)                                              6.3
    (b)                                              7.13

318 (a)                                              12.6
</TABLE>

<PAGE>

                             MIDWEST GENERATION, LLC
                                       and
                     UNITED STATES TRUST COMPANY OF NEW YORK
                             as Pass-Through Trustee


               --------------------------------------------------
                         PASS-THROUGH TRUST AGREEMENT B
                           Dated as of August 17, 2000
               --------------------------------------------------


                                  $813,500,000


                 MIDWEST GENERATION Series B Pass-Through Trust
                8.56% Initial Pass-Through Certificates, Series B
               8.56% Exchange Pass-Through Certificates, Series B


<PAGE>


<TABLE>

                                TABLE OF CONTENTS
<S>                                                                                                             <C>
ARTICLE I  DEFINITIONS...........................................................................................2
    Section 1.1      Definitions.................................................................................2
    Section 1.2      Compliance Certificates and Opinions........................................................9
    Section 1.3      Form of Documents Delivered to Pass-Through Trustee........................................10
    Section 1.4      Acts of Holders............................................................................10

ARTICLE II  ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES......................................12
    Section 2.1      (a)  Issuance of Certificates; Acquisition of Lessor Notes.................................12
    Section 2.2      Acceptance by Pass-Through Trustee.........................................................13
    Section 2.3      Limitation of Powers.......................................................................13

ARTICLE III  THE CERTIFICATES...................................................................................13
    Section 3.1      Form, Denomination and Execution of Certificates...........................................13
    Section 3.2      Authentication of Certificates.............................................................14
    Section 3.3      Temporary Certificates.....................................................................15
    Section 3.4      Registration of Transfer and Exchange of Certificates......................................15
    Section 3.5      Mutilated, Destroyed, Lost or Stolen Certificates..........................................17
    Section 3.6      Persons Deemed Owners......................................................................17
    Section 3.7      Cancellation...............................................................................17
    Section 3.8      Limitation of Liability for Payments.......................................................18
    Section 3.9      Book Entry and Definitive Certificates.....................................................18
    Section 3.10     Form of Certification......................................................................21

ARTICLE IV  DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS.....................................................22
    Section 4.1      Certificate Account and Special Payments Account...........................................22
    Section 4.2      Distributions from Certificate Account and Special Payments Account........................22
    Section 4.3      Statements to Certificateholders...........................................................24
    Section 4.4      Investment of Special Payment Moneys.......................................................24
    Section 4.5.     Adjustment of Interest Rates Applicable to Certificates....................................25

ARTICLE V  THE COMPANY..........................................................................................25
    Section 5.1      Reports....................................................................................25

ARTICLE VI  DEFAULT.............................................................................................26
    Section 6.1      Events of Default..........................................................................26
    Section 6.2      Incidents of Sale of Lessor Notes..........................................................27
    Section 6.3      Judicial Proceedings Instituted by Pass-Through Trustee....................................27
    Section 6.4      Control by Certificateholders..............................................................28
    Section 6.5      Waiver of Defaults.........................................................................29
    Section 6.6      Undertaking to Pay Court Costs.............................................................29
    Section 6.7      Right of Certificateholders to Receive Payments Not to Be Impaired.........................30
    Section 6.8      Certificateholders May Not Bring Suit Except Under Certain Conditions......................30
    Section 6.9      Remedies Cumulative........................................................................31


                                      i

<PAGE>

ARTICLE VII  THE PASS-THROUGH TRUSTEE...........................................................................31
    Section 7.1      Certain Duties and Responsibilities........................................................31
    Section 7.2      Notice of Defaults.........................................................................32
    Section 7.3      Certain Rights of Pass-Through Trustee.....................................................32
    Section 7.4      Not Responsible for Recitals; Issuance of Certificates.....................................33
    Section 7.5      May Hold Certificates......................................................................34
    Section 7.6      Money Held in Pass-Through Trust...........................................................34
    Section 7.7      Compensation, Reimbursement and Indemnification............................................34
    Section 7.8      Corporate Trustee Required; Eligibility....................................................34
    Section 7.9      Resignation and Removal; Appointment of Successor..........................................35
    Section 7.10     Acceptance of Appointment by Successor.....................................................36
    Section 7.11     Merger, Conversion, Consolidation or Succession to Business................................37
    Section 7.12     Maintenance of Agencies....................................................................37
    Section 7.13     Money for Certificate Payments to Be Held in Trust.........................................38
    Section 7.14     Registration of Lessor Notes in Pass-Through Trustee's Name................................39
    Section 7.15     Withholding Taxes; Information Reporting...................................................39
    Section 7.16     Pass-Through Trustee's Liens...............................................................40
    Section 7.17     Preferential Collection of Claims..........................................................40

ARTICLE VIII  CERTIFICATEHOLDERS' LISTS AND REPORTS.............................................................40
    Section 8.1      The Company to Furnish Pass-Through Trustee with Names and Addresses of
                     Certificateholders.........................................................................40
    Section 8.2      Preservation of Information................................................................40
    Section 8.3      Records by the Company.....................................................................40
    Section 8.4      Reports by the Pass-Through Trustee........................................................41

ARTICLE IX  SUPPLEMENTAL TRUST AGREEMENTS.......................................................................41
    Section 9.1      Supplemental Trust Agreement Without Consent of Certificateholder..........................41
    Section 9.2      Supplemental Trust Agreements with Consent of Certificateholders...........................42
    Section 9.3      Documents Affecting Immunity or Indemnity..................................................43
    Section 9.4      Execution of Supplemental Trust Agreements.................................................43
    Section 9.5      Effect of Supplemental Trust Agreements....................................................43
    Section 9.6      Reference in Certificates to Supplemental Trust Agreements.................................44

ARTICLE X  AMENDMENTS TO LEASE INDENTURES AND  OTHER LEASE FINANCING DOCUMENTS..................................44
    Section 10.1     Amendments and Supplements to Lease Indenture and Other Lease Financing Documents..........44

ARTICLE XI  TERMINATION OF PASS-THROUGH TRUST...................................................................45
    Section 11.1     Termination of the Pass-Through Trust......................................................45

ARTICLE XII  MISCELLANEOUS PROVISIONS...........................................................................46
    Section 12.1     Limitation on Rights of Certificateholders.................................................46
    Section 12.2     Certificates Nonassessable and Fully Paid..................................................46
    Section 12.3     Notice.....................................................................................46
    Section 12.4     Governing Law..............................................................................46

                                      ii

<PAGE>

    Section 12.5     Severability of Provisions.................................................................47
    Section 12.6.    Trust Indenture Act Controls...............................................................47
    Section 12.7     Effect of Headings and Table of Contents...................................................47
    Section 12.8     Successors and Assigns.....................................................................47
    Section 12.9     Benefits of Pass-Through Trust Agreement...................................................47
    Section 12.10    Legal Holidays.............................................................................47
    Section 12.11    Counterparts...............................................................................47
</TABLE>

SCHEDULE 1    -   Participation Agreement
EXHIBIT A     -   Form of Pass-Through Certificate
EXHIBIT B     -   Form of Pass-Through Trustee's Certificate of Authentication
EXHIBIT C     -   Form of Transfer Certificate
EXHIBIT D     -   Form of Purchase Letter for Institutional Accredited Investors


                                     iii
<PAGE>



                  PASS-THROUGH TRUST AGREEMENT B, dated as of August 17, 2000,
with respect to the formation of the Midwest Generation Series B Pass-Through
Trust, between Midwest Generation, LLC, a Delaware limited liability company,
and United States Trust Company of New York, a New York banking corporation, as
Pass-Through Trustee.
                              W I T N E S S E T H:
                  WHEREAS, each of the Powerton Trusts has purchased a separate
Powerton Undivided Interest from the Company and is leasing such interest to the
Company pursuant to a Lease Transaction (as such terms and certain other
capitalized terms used herein are defined below);
                  WHEREAS, each of the Joliet Trusts has purchased a separate
Joliet Undivided Interest from the Company and is leasing such interest to the
Company pursuant to a Lease Transaction;
                  WHEREAS, pursuant to each Lease Transaction, each Owner Trust
will issue, on a non-recourse basis, Lessor Notes under a Lease Indenture in
order to finance and refinance a portion of the purchase price for the related
Undivided Interest purchased by such Owner Trust;
                  WHEREAS, pursuant to the terms and conditions of this
Pass-Through Trust Agreement and the Participation Agreements relating to the
Lease Transactions, Lessor Notes are to be sold to the Pass-Through Trust by
each Owner Trust, and the Pass-Through Trust will purchase such Lessor Notes and
will hold such Lessor Notes in trust for the benefit of the Certificateholders;
                  WHEREAS, the Pass-Through Trustee, upon the execution and
delivery of this Pass-Through Trust Agreement, hereby declares the creation of
this Pass-Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders as the grantors of the Pass-Through Trust and by
their respective acceptances of the Certificates join in the creation of this
Pass-Through Trust with the Pass-Through Trustee; and
                  WHEREAS, to facilitate the sale of the Lessor Notes to the
Pass-Through Trust and the purchase of the Lessor Notes by the Pass-Through
Trust, the Company has duly authorized the execution, delivery and effectiveness
of this Pass-Through Trust Agreement as the "issuer", as such term is defined in
and solely for purposes of the Securities Act of 1933, as amended (the
"Securities Act"), of the Certificates deemed to be issued pursuant hereto and
as the "obligor", as such term is defined in and solely for purposes of the
Trust Indenture Act of 1939, as amended from time to time (the "Trust Indenture
Act"), with respect to all such Certificates and is undertaking to perform
certain administrative and ministerial duties hereunder and is also undertaking
to pay the fees and expenses of the Pass-Through Trustee.
                  WHEREAS, upon issuance of the Exchange Certificates, if any,
or the effectiveness of the Shelf Registration Statement, this Agreement, as
amended or supplemented from time to time, will be subject to the provisions of
the Trust Indenture Act, and shall, to the extent applicable, be governed by
such provisions.


                                       1

<PAGE>


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

                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.1 DEFINITIONS. (a) Capitalized terms used in this
Pass-Through Trust Agreement, including the recitals, and not otherwise defined
herein shall have the respective meanings set forth in Appendix A to the
applicable Participation Agreement, unless the context hereof shall otherwise
require. The general provisions of Appendix A to such Participation Agreement
shall apply to the terms used in this Pass-Through Trust Agreement and
specifically defined herein.
                  (b)   As used in this Pass-Through Trust Agreement, the
following terms shall have the respective meanings assigned thereto as follows:
                  ACT:  When used with respect to any Holder, has the meaning
specified in Section 1.4.
                  AUTHORIZED AGENT:  Means any Paying Agent or Registrar.
                  AVOIDABLE TAX.  Has the meaning specified in Section 7.9(e).
                  BOOK-ENTRY CERTIFICATES:  Means a beneficial interest in the
Certificates, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 3.9.
                  CERTIFICATE:  Means any one of the Initial Certificates or
Exchange Certificates that are Outstanding as of the Transfer Date and any such
Initial Certificates or Exchange Certificates issued in exchange therefor or
replacement thereof pursuant to this Pass-Through Trust Agreement.

                  CERTIFICATE ACCOUNT:  Means that account or accounts created
and maintained pursuant to Section 4.1(a).
                  CERTIFICATE OWNER:  Means, when used in Section 3.9, the
Person for whom a Clearing Agency Participant acts.
                  CERTIFICATE OWNER REQUEST: Means a request to the Pass-Through
Trustee to receive the reports and other information the Company, EME or any
other Person is required to furnish to the Pass-Through Trustee pursuant to the
Operative Documents, which request certifies that the Person making the request
is a Certificateholder or Certificate Owner. Any Certificateholder or
Certificate Owner making a Certificate Owner Request may specify its election to
receive such information from the Pass-Through Trustee on an ongoing basis.
                  CERTIFICATEHOLDER OR HOLDER: Means the Person in whose name a
Certificate is registered in the Register, except that, when used in Section
3.9, such term means the Certificate Owners.
                  CLEARING AGENCY:  Means an organization registered as a
clearing agency pursuant to Section 17A of the Securities Exchange Act of
1934, as amended.
                  CLEARING AGENCY PARTICIPANT: Means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects, directly or indirectly, book-entry transfers and
pledges of securities deposited with the Clearing Agency.



                                       2

<PAGE>

                  CLEARSTREAM, LUXEMBOURG:  Has the meaning specified in
Section 3.9.
                  CLOSING DATE:  Means August 24, 2000.
                  COMMISSION:  Means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of 1934
as amended, or any successor body.
                  COMPANY:  Means Midwest Generation, LLC, a Delaware limited
liability company, or its successor in interest.
                  CONSIDERATION:  Has the meaning specified in Section 2.1(a).
                  CORPORATE TRUST OFFICE: With respect to the Pass-Through
Trustee, any Owner Trustee and any Lease Indenture Trustee, means the office of
such trustee in the city in which at any particular time its corporate trust
business shall be principally administered.
                  DEFAULT:  Means any event which is or, after notice or lapse
of time or both would become, an Event of Default.
                  DEFINITIVE CERTIFICATES:  Has the meaning specified in
Section 3.9.
                  DIRECTION: Has the meaning specified in Section 1.4(c).
                  DISTRIBUTION DATE: With respect to distributions of Scheduled
Payments, means each January 2 and July 2 of each year until payment of all the
Scheduled Payments to be made under the applicable Lessor Notes has been made,
commencing on January 2, 2001.
                  DTC:  Means The Depository Trust Company and any successor
that is a Clearing Agency.
                  EFFECTIVE DATE:  Has the meaning specified in Section 4.5(b).
                  EME:  Means Edison Mission Energy, a California corporation.
                  EUROCLEAR:  Has the meaning specified in Section 3.9.
                  EXCHANGE ACT:  Has the meaning specified in Section 5.1.
                  EXCHANGE CERTIFICATES: Means the pass-through certificates
issued in exchange for the Initial Certificates pursuant to the Registration
Rights Agreement and authenticated under the this Pass-Through Trust Agreement.

                  EXCHANGE OFFER:  Means the exchange offer which may be made
pursuant to the Registration Rights Agreement to exchange Initial Certificates
for Exchange Certificates.

                  EXCHANGE OFFER REGISTRATION STATEMENT: Means the registration
statement that, pursuant to the Registration Rights Agreement, is filed by the
Company and EME with the Commission with respect to the exchange of Initial
Certificates for Exchange Certificates and the Other Certificates.

                  EVENT OF DEFAULT:  Has the meaning specified in Section 6.1.
                  FACILITY:  Means the Joliet Facility or the Powerton Facility,
as the context requires.
                  FRACTIONAL UNDIVIDED INTEREST:  Means the fractional undivided
interest in the Pass-Through Trust that is evidenced by a Certificate.
                  HOLDER:  See Certificateholder.
                  ILLIQUIDITY EVENT:  Has the meaning specified in the
Registration Rights Agreement.

                  INITIAL CERTIFICATES: Means the "Initial Certificates" issued
and authenticated under this Pass-Through Trust Agreement, and any certificates
issued and authenticated



                                       3

<PAGE>

hereunder substantially in the form of Exhibit A thereto, other than the
Exchange Certificates.

                  INSTITUTIONAL ACCREDITED INVESTOR: Means an institutional
"accredited investor", as such term (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act).
                  JOLIET FACILITY:  Means Units No. 7 and No. 8 of the 1,358 MW
coal-fired electric generating station in Joliet, Illinois.
                  JOLIET PARTY:  Means any owner trust, owner participant or
owner lessor in connection with any Lease Transaction related to the Joliet
Facility.
                  JOLIET GENERATION I: Means Joliet Generation I, LLC, a
Delaware limited liability company, and any successors and assigns permitted by
the applicable Participation Agreement.
                  JOLIET GENERATION II: Means Joliet Generation II, LLC, a
Delaware limited liability company, and any successors and assigns permitted by
the applicable Participation Agreement.
                  JOLIET TRUST:  Means one or more as the context may require of
Joliet Trust I and Joliet Trust II.
                  JOLIET TRUST I: Means Joliet Trust I, a Delaware business
trust.
                  JOLIET TRUST II:  Means Joliet Trust II, a Delaware business
trust.
                  JOLIET UNDIVIDED INTEREST:  Means, as the context may require,
the 63.6% undivided ownership interest of Joliet Trust I in the Joliet Facility
and the 36.4% undivided ownership interest of Joliet Trust II in the Joliet
Facility.
                  LEASE: Means a Facility Lease Agreement between an Owner
Trust, as the lessor, and the Company, as the lessee, entered into in connection
with a Lease Transaction, as such Lease may be amended or supplemented in
accordance with its terms.
                  LEASE EVENT OF DEFAULT:  Means any Lease Event of Default (as
such term is defined in the applicable Lease).
                  LEASE FINANCING DOCUMENTS: Means, with respect to any Lease
Transaction, the Pass-Through Trust Agreements and the applicable Lease
Indenture, Lessor Notes, EME Guarantee, Certificates and other agreements,
documents and instruments delivered in connection with the Lease Indenture and
the Lessor Notes.
                  LEASE INDENTURE: Means (i) an Indenture of Trust, Mortgage and
Security Agreement between an Owner Trust and a Lease Indenture Trustee, entered
into in connection with a Lease Transaction, as the same may be amended or
supplemented in accordance with its terms and (ii) any Indenture of Trust,
Mortgage and Security Agreement, or analogous document, between the Company and
a Lease Indenture Trustee, entered into in connection with the assumption by the
Company of the indebtedness evidenced by any Lessor Note, as the same may be
amended or supplemented in accordance with its terms. The term LEASE INDENTURE
refers to any one or all of such Lease Indentures, as the context requires.
                  LEASE INDENTURE DEFAULT:  Means any event which is, or after
notice or lapse of time or both would become, a Lease Indenture Event of
Default.
                  LEASE INDENTURE EVENT OF DEFAULT:  Means any Lease Indenture
Event of Default (as such term is defined in an applicable Lease Indenture).
                  LEASE INDENTURE TRUSTEE: Means a bank or trust company acting
as indenture trustee under an applicable Lease Indenture; and any successor to
such Lease Indenture Trustee as such trustee.
                  LEASE TRANSACTION: Means a sale-leaseback transaction in
respect of an Undivided Interest between the Company and an Owner Trust that is
financed in part by the issuance of



                                       4

<PAGE>

Lessor Notes to the Pass-Through Trustee, as contemplated by the applicable
Participation Agreement and the agreements and instruments referred to
therein.
                  LESSOR NOTE: Means any one of the Series B Lessor Notes (as
defined in a Lease Indenture) issued under a Lease Indenture, including any
lessor note issued under the Lease Indenture in replacement or substitution
therefor, held by the Pass-Through Trustee.
                  LETTER OF REPRESENTATIONS:  Means the agreement among the
Company, the Pass-Through Trustee and the initial Clearing Agency.
                  NON-GLOBAL PURCHASERS:  Has the meaning specified in
Section 3.9.
                  OPINION OF COUNSEL: Means an opinion in writing signed by
legal counsel, who may be counsel designated by the Company, an Owner Trust or a
Lease Indenture Trustee, whether or not such counsel is an employee of any of
them, and who shall be acceptable to the Pass-Through Trustee in its reasonable
discretion.
                  OTHER CERTIFICATES:  Means the pass-through trust certificates
issued pursuant to the Other Pass-Through Trust Agreement.
                  OTHER PASS-THROUGH TRUSTEE:  Means the Pass-Through Trustee
pursuant to the Other Pass-Through Trust Agreement.
                  OTHER PASS-THROUGH TRUST AGREEMENT:  Means the Pass-Through
Trust Agreement A, dated as of August 17, 2000.
                  OUTSTANDING: When used with respect to Certificates, means, as
of the date of determination, and subject to Section 1.4(c), all Certificates
theretofore authenticated and delivered under this Pass-Through Trust Agreement,
except:
                  (i)  Certificates theretofore canceled by the Registrar or
         delivered to the Pass-Through Trustee or the Registrar for
         cancellation;
                  (ii) Certificates for which money in the full amount has been
         theretofore deposited with the Pass-Through Trustee or any Paying Agent
         in trust for the holders of such Certificates as provided in Section
         4.1 pending distribution of such money to the Certificateholders
         pursuant to the final distribution payment to be made pursuant to
         Section 11.1; and
                  (iii) Certificates in exchange for or in lieu of which other
         Certificates have been authenticated and delivered pursuant to this
         Pass-Through Trust Agreement.
                  OWNER PARTICIPANT: Means one or more, as the context may
require, of (i) Powerton Generation I, (ii) Powerton Generation II, (iii) Joliet
Generation I and (iv) Joliet Generation II and any successors and assigns
permitted by the applicable Participation Agreement.
                  OWNER TRUSTEE: Means, initially, Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely as
trustee of each of the Owner Trusts pursuant to the related Trust Agreement; and
any successor to such Owner Trustee as such trustee.
                  OWNER TRUSTS:  Means one or more as the context may require of
the Powerton Trusts and the Joliet Trusts.
                  PARTICIPATION AGREEMENT: Means one or more as the context may
require of the related Participation Agreements enumerated in Schedule 1 hereto
among the Company, EME, an Owner Participant, an Owner Trust, an Owner Trustee,
a Lease Indenture Trustee, and the Pass-Through Trustee, providing for a Lease
Transaction.
                  PASS-THROUGH TRUST:  Means the trust created by this Pass-
Through Trust Agreement, the estate of which consists of the Trust Property.



                                       5

<PAGE>

                  PASS-THROUGH TRUSTEES:  Means, collectively, the Pass-Through
Trustee and the Other Pass-Through Trustee.
                  PAYING AGENT:  Means the paying agent maintained and appointed
pursuant to Section 7.12.
                  PERMANENT REGULATION S GLOBAL CERTIFICATE:  Has the meaning
specified in Section 3.9.
                  PERMITTED GOVERNMENT INVESTMENT:  Means obligations of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged, maturing in not more than 60 days or
such lesser time as is necessary for payment of any Special Payments on a
Special Distribution Date.
                  POWERTON FACILITY:  Means the 1,538 MW net coal-fired
electric-generating station in Pekin, Illinois.
                  POWERTON GENERATION I: Means Powerton Generation I, LLC, a
Delaware limited liability company, and any successors and assigns permitted by
the applicable Participation Agreement.
                  POWERTON GENERATION II: Means Powerton Generation II, LLC, a
Delaware limited liability company, and any successors and assigns permitted by
the applicable Participation Agreement.
                  POWERTON TRUST:  Means one or more as the context may require,
of Powerton Trust I and Powerton Trust II.
                  POWERTON TRUST I:  Means Powerton Trust I, a Delaware business
trust.
                  POWERTON TRUST II:  Means Powerton Trust II, a Delaware
business trust.
                  POWERTON UNDIVIDED INTEREST:  Means, as the context may
require, the 63.6% undivided ownership interest of Powerton Trust I in the
Powerton Facility and the 36.4% undivided ownership interest of Powerton Trust
II in the Powerton Facility.
                  PURCHASE AGREEMENT: Means the Purchase Agreement dated August
17, 2000 among the representatives of the Initial Purchasers, the Company and
EME, as the same may be implemented, supplemented or otherwise modified from
time to time in accordance with its terms.
                  RECORD DATE: Means (i) for Scheduled Payments to be
distributed on any Distribution Date, other than the final distribution, the day
(whether or not a Business Day) which is 15 days preceding such Distribution
Date, and (ii) for Special Payments to be distributed on any Special
Distribution Date, other than the final distribution, the day (whether or not a
Business Day) which is 15 days preceding such Special Distribution Date.
                  REGISTER AND REGISTRAR:  Means the register maintained and the
registrar appointed pursuant to Sections 3.4 and 7.12.
                  REGISTRATION RIGHTS AGREEMENT: Means the Exchange and
Registration Rights Agreement dated as of August 17, 2000, among the
representatives of the Initial Purchasers, the Company and EME, as amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

                  REGULATION S GLOBAL CERTIFICATE:  Has the meaning specified in
Section 3.9.
                  REPORTING CESSATION:  Has the meaning specified in
Section 5.1.
                  REQUEST:  Means a request by the Company setting forth the
subject matter of the request accompanied by an Officer's Certificate and an
Opinion of Counsel as provided in Section 1.2.



                                       6

<PAGE>


                  RESPONSIBLE OFFICER:  When used with respect to the initial
Pass-Through Trustee, the initial Lease Indenture Trustee or any Owner Trustee,
means any officer in the Corporate Trust Office having direct responsibility for
the administration of the Operative Documents; when used with respect to any
successor Pass-Through Trustee, or successor Lease Indenture Trustee, means the
chairman or vice-chairman of the board of directors or trustees, the chairman or
vice-chairman of the executive or standing committee of the board of directors
or trustees, the president, the chairman of the committee on trust matters, any
vice-president, any second vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the comptroller and any
assistant comptroller, and, when used with respect to the Pass-Through Trustee
and any Lease Indenture Trustee, also means any other officer of the
Pass-Through Trustee or any Lease Indenture Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, when used with respect to the Pass-Through Trustee, any Lease
Indenture Trustee or any Owner Trustee with respect to a particular corporate
trust matter, or any other officer to whom such matter is referred because of
his knowledge of and familiarity with the particular subject.

                  RESTRICTED CERTIFICATE:  Has the meaning specified in
Section 3.1.
                  RESTRICTED GLOBAL CERTIFICATE:  Has the meaning specified in
Section 3.9.
                  SCHEDULED PAYMENT:  With respect to a Distribution Date, means
any payment (other than Special Payments) of principal and interest on a Lessor
Note, due from the Owner Trust, which payment represents the payment of a
regularly scheduled installment of principal then due on such Lessor Note, or
the payment of regularly scheduled interest accrued on such Lessor Note.
                  SHELF REGISTRATION STATEMENT: Means the shelf registration
statement which may be required to be filed by the Company and EME with the
Commission pursuant to the Registration Rights Agreement, other than an Exchange
Offer Registration Statement.

                  SPECIAL DISTRIBUTION DATE: Means (i) with respect to the
prepayment of any Lessor Notes, the day on which such prepayment is scheduled to
occur pursuant to the terms of the applicable Lease Indenture and (ii) with
respect to any Special Payment relating to a Lessor Note other than as described
in clause (i) of the definition of Special Payment, the earliest second day of a
month for which it is practicable for the Pass-Through Trustee to give notice
pursuant to Section 4.2(c).
                  SPECIAL PAYMENT: With respect to a Lessor Note, means (i) any
payment of principal, premium, if any, and interest on such Lessor Note
resulting from the prepayment of such Lessor Note pursuant to the applicable
provisions of the applicable Lease Indenture, (ii) any payment of principal and
interest (including any interest accruing upon default) on, or any other amount
in respect of, such Lessor Note upon a Lease Indenture Event of Default in
respect thereof or upon the exercise of remedies under the applicable Lease
Indenture, (iii) any Special Payment referred to in clause (i) of this
definition or any Scheduled Payment which is not in fact paid within five days
of the Special Distribution Date or Distribution Date applicable thereto, or
(iv) any proceeds from the sale of any Lessor Note by the Pass-Through Trustee
pursuant to Article VI hereof, and SPECIAL PAYMENTS means all of such Special
Payments.
                  SPECIAL PAYMENTS ACCOUNT:  Means the account or accounts
created and maintained pursuant to Section 4.1(b).
                  TEMPORARY REGULATION S GLOBAL CERTIFICATE:  Has the meaning
specified in Section 3.9.


                                       7

<PAGE>


                  TRANSFER DATE:  Means the closing date of the public offering
of the Certificates.
                  TRUST INDENTURE ACT:  Has the meaning specified in the
recitals hereto.
                  TRUST PROPERTY:  Means the Lessor Notes held as the property
of the Pass-Through Trust created hereby and all monies at any time paid thereon
and all monies due and to become due thereunder, funds from time to time
deposited in the Certificate Account and the Special Payments Account and any
proceeds from the sale by the Pass-Through Trustee pursuant to Article VI hereof
of any Lessor Note.
                  UNDIVIDED INTEREST:  Means, as the context may require, the
Joliet Undivided Interest and/or the Powerton Undivided Interest.
                  Section 1.2 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company, an Owner Trust or a Lease Indenture
Trustee to the Pass-Through Trustee to take any action under any provision of
this Pass-Through Trust Agreement, the Company, such Owner Trust or such Lease
Indenture Trustee, as the case may be, shall furnish to the Pass-Through Trustee
(i) an Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Pass-Through Trust Agreement
relating to the proposed action have been complied with and (ii) as to any legal
matters involved, an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Pass-Through
Trust Agreement relating to such particular application or request, no
additional certificate or opinion need be furnished.
                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Pass-Through Trust Agreement (other
than a certificate provided pursuant to Section 5.1(b)) shall include:
                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;
                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;
                  (3) a statement that, in the opinion of each such individual,
         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
                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.
                  Section 1.3 FORM OF DOCUMENTS DELIVERED TO PASS-THROUGH
TRUSTEE. In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters and any such Person may certify
or give an opinion as to such matters in one or several documents.
                  Any Opinion of Counsel stated to be based on the opinion of
other counsel shall be accompanied by a copy of such other opinion.
                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Pass-Through Trust Agreement, they may, but need
not, be consolidated and form one instrument.


                                       8

<PAGE>


                  Section 1.4 ACTS OF HOLDERS. (a) Any direction, consent,
request, demand, authorization, notice, waiver or other action provided by this
Pass-Through Trust Agreement in respect of the Certificates to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or
proxy duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Pass-Through Trustee and, where it is hereby expressly
required, to the Company, any Owner Trust or any Lease Indenture Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Pass-Through Trust Agreement and (subject to Section 7.1) conclusive in favor of
the Pass-Through Trustee, the Company, the related Owner Trust and the related
Lease Indenture Trustee, if made in the manner provided in this Section.
                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the certificate of any notary
public or other officer of any jurisdiction authorized to take
acknowledgments of deeds or administer oaths that the Person executing such
instrument acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution sworn to before any such notary or such other
officer and where such execution is by an officer of a corporation or
association or a member of a partnership, on behalf of such corporation,
association or partnership, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other reasonable manner which
the Pass-Through Trustee deems sufficient.
                  (c) In determining whether the Holders of the requisite
Fractional Undivided Interests of Certificates Outstanding have given any
direction, consent, request, demand, authorization, notice or waiver (a
"DIRECTION"), under this Pass-Through Trust Agreement, Certificates owned by
the Company, EME, any Owner Trust, any Owner Participant or any Affiliate of
any such Person shall be disregarded and deemed not to be Outstanding under
this Pass-Through Trust Agreement for purposes of any such determination. In
determining whether the Pass-Through Trustee shall be protected in relying
upon any such Direction, only Certificates which the Pass-Through Trustee
knows to be so owned shall be so disregarded. Notwithstanding the foregoing,
(i) if any such Person owns 100% of the Certificates Outstanding, such
Certificates shall not be so disregarded as aforesaid, and (ii) if any amount
of Certificates so owned by any such Person have been pledged in good faith,
such Certificates shall not be disregarded as aforesaid if the pledgee
establishes to the satisfaction of the Pass-Through Trustee the pledgee's
right so to act with respect to such Certificates and that the pledgee is not
the Company, an Owner Trust, an Owner Participant or any Affiliate of any
such Persons.
                  (d) For all purposes of this Pass-Through Trust Agreement,
all Initial Certificates and all Exchange Certificates shall vote and take
all other actions of Certificateholders together as one class of Certificates.
                  (e) The Company may at its option, by delivery of an
Officer's Certificate to the Trustee, set a record date to determine the
Certificateholders entitled to give any Direction. Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in such Officer's Certificate, which shall be a date not more than
30 days prior to the first solicitation of Certificateholders in connection
therewith. If such a record date is fixed,

                                       9

<PAGE>

such Direction may be given before or after such record date, but only the
Certificateholders of record at the close of business on such record date
shall be deemed to be Certificateholders for the purposes of determining
whether Certificateholders of the requisite proportion of Outstanding
Certificates have authorized or agreed or consented to such Direction, and
for that purpose the Outstanding Certificates shall be computed as of such
record date; PROVIDED that no such Direction by the Certificateholders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Pass-Through Trust Agreement not later
than one year after such record date.
                  (f) Any Act by the Holder of any Certificate shall bind the
Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of the related Direction
is made upon such Certificate.
                  (g) Except as otherwise provided in Section 1.4(c),
Certificates owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Pass-Through Trust
Agreement, without preference, priority or distinction as among all of the
Certificates.

                                   ARTICLE II

                          ACQUISITION OF LESSOR NOTES;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  Section 2.1 (a) ISSUANCE OF CERTIFICATES; ACQUISITION OF
LESSOR NOTES. The Pass-Through Trustee, at or promptly following the execution
and delivery of this Pass-Through Trust Agreement, shall also execute and
deliver Participation Agreements, in the form delivered to the Pass-Through
Trustee on or prior to the date of the execution and delivery hereof. On the
Transfer Date, upon delivery of an authentication order by the Company and the
satisfaction of the closing conditions with respect to any Lessor Notes to be
purchased on the Transfer Date, the Pass-Through Trustee shall execute, deliver
and authenticate, on behalf of the Pass-Through Trust, Initial Certificates
equaling in the aggregate the aggregate principal amount of the Lessor Notes
deposited into the Pass-Through Trust on the Transfer Date. The Initial
Certificates so executed, delivered and authenticated on the Transfer Date shall
evidence the entire ownership of the Pass-Through Trust. The Pass-Through Trust
shall issue such Initial Certificates on the Transfer Date, in authorized
denominations and in such Fractional Undivided Interests, so as to result in the
receipt of consideration (the "CONSIDERATION") in an amount equal to the
aggregate principal amount of such Lessor Notes referred to in the second
preceding sentence. The Pass-Through Trust shall purchase Lessor Notes on the
Transfer Date at an aggregate purchase price equal to the amount of the
Consideration so received. Except as provided in Sections 3.4 and 3.5 hereof,
the Pass-Through Trustee shall not execute or deliver Initial Certificates in
excess of the aggregate amount specified in this paragraph. The aggregate
Fractional Undivided Interest of Certificates shall not at any time exceed
$813,500,000.
                  (b) ASSUMPTION OF LESSOR NOTES. If an Eligible Successor
shall assume the obligations of an Owner Trust under any Lessor Note pursuant
to Section 2.12 of the applicable Lease Indenture, (i) if requested by the
applicable Lease Indenture Trustee, the Pass-Through Trustee shall surrender
the Lessor Notes issued pursuant to Section 2.12 of such Lease Indenture to
the applicable Lease Indenture Trustee in exchange for new Lessor Notes of
the same aggregate outstanding principal amount as the Lessor Notes so
surrendered, bearing interest at the same rate, and having the same maturity
and amortization schedule, and otherwise of similar

                                       10

<PAGE>

tenor, issued under such Lease Indenture and any new Lease Indenture entered
into by such Eligible Successor and the applicable Lease Indenture Trustee in
connection with such assumption, and (ii) thereafter each reference to such
Lessor Notes in this Pass-Through Trust Agreement shall be deemed to include
a reference to such new Lessor Notes or the existing Lessor Notes as assumed
by such Eligible Successor.
                  (c) AUTHENTICATION. Any authentication order delivered by
the Company hereunder shall be signed by one of its authorized signatories
and shall specify the amount at maturity of the Certificates to be
authenticated and the date on which the original issue of Certificates is to
be authenticated. The Pass-Through Trustee may appoint an authenticating
agent reasonably acceptable to the Company to authenticate the Certificates.
Unless limited by the terms of such appointment, an authenticating agent may
authenticate the Certificates whenever the Pass-Through Trustee may do so.
Each reference in this Pass-Through Trust Agreement to authentication by the
Pass-Through Trustee includes authentication by such agent. An authenticating
agent has the same rights as any Registrar, Paying Agent or agent for service
of notices and demands.
                  Section 2.2 ACCEPTANCE BY PASS-THROUGH TRUSTEE. The
Pass-Through Trustee, upon the execution and delivery of this Pass-Through Trust
Agreement, acknowledges its acceptance of all right, title, and interest in and
to the Lessor Notes acquired pursuant to Section 2.1 hereof and declares that
the Pass-Through Trustee holds and will hold such right, title, and interest,
together with all other property constituting the Trust Property, for the
benefit of all present and future Certificateholders, upon the trusts herein set
forth. By its payment for and acceptance of each Certificate issued to it
hereunder, each initial Certificateholder as grantor of the Pass-Through Trust
thereby joins in the creation and declaration of the Pass-Through Trust.
                  Section 2.3 LIMITATION OF POWERS. The Pass-Through Trust is
constituted solely for the purpose of making the investment in the Lessor Notes,
and, except as set forth herein, the Pass-Through Trustee is not authorized or
empowered to acquire any other investments or engage in any other activities
and, in particular, the Pass-Through Trustee is not authorized or empowered to
do anything that would cause the Pass-Through Trust to fail to qualify as a
grantor trust for federal income tax purposes (including, as subject to this
restriction, acquiring a Facility by bidding the Lessor Notes or otherwise, or
taking any action with respect to an Undivided Interest or a Facility once
acquired).

                                   ARTICLE III

                                THE CERTIFICATES

                  Section 3.1 FORM, DENOMINATION AND EXECUTION OF CERTIFICATES.
(a) The Initial Certificates shall be known as the "8.56% INITIAL PASS-THROUGH
CERTIFICATES, SERIES B" and the Exchange Certificates shall be known as the
"8.56% EXCHANGE PASS-THROUGH CERTIFICATES, SERIES B", in each case, of the
Pass-Through Trust. Each Certificate shall represent a fractional undivided
interest in the Pass-Through Trust. The Certificates shall be issued in
registered form without coupons and shall be substantially in the form attached
hereto as Exhibit A, with such omissions, variations and insertions as are
permitted by this Pass-Through Trust Agreement, and may have such letters,
numbers or other marks of identification and such legends or endorsements
printed, lithographed or engraved thereon, as may be required to comply with the
rules of any securities exchange on which such Certificates may be listed or to
conform to any


                                       11

<PAGE>

usage in respect thereof, or as may, consistently herewith, be prescribed by
the Pass-Through Trustee or by the officer executing such Certificates, such
determination by said officer to be evidenced by such officer signing the
Certificates.
                  (b) Except as provided in Section 3.9, definitive
Certificates shall be printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted
by the rules of any securities exchange on which the Certificates may be
listed, all as determined by the officer executing such Certificates, as
evidenced by such officer's execution of such Certificates.
                  (c) During the period beginning on the Closing Date and
ending on the date two years from the Closing Date, all Initial Certificates
issued on the Closing Date, and all Certificates issued upon registration of
transfer of, or in exchange for, such Initial Certificates, shall be
"RESTRICTED CERTIFICATES" and shall be subject to the restrictions on
transfer provided in the legend set forth on the face of the form of
certificate in Exhibit A; PROVIDED, HOWEVER, that the term "RESTRICTED
CERTIFICATES" shall not include Certificates as to which such restrictions on
transfer have been terminated in accordance with Section 3.4. All Restricted
Certificates shall bear the legend set forth on the face of the Certificate
in Exhibit A. Certificates which are not Restricted Certificates shall not
bear such legend.
                  (d) The Initial Certificates shall be issued in minimum
denominations of $100,000 or integral multiples of $1,000 in excess thereof,
except that one Certificate may be issued in a different denomination. The
Exchange Certificates will be issued in denominations of $1,000 or integral
multiples thereof, except that one Certificate may be issued in a different
denomination.
                  The Certificates shall be executed on behalf of the
Pass-Through Trust by manual or facsimile signature of a Responsible Officer of
the Pass-Through Trustee. Certificates bearing the manual or facsimile signature
of an individual who was, at the time when such signature was affixed,
authorized to sign on behalf of the Pass-Through Trustee shall be valid and
binding obligations of the Pass-Through Trustee, notwithstanding that such
individual has ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such office at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Pass-Through Trust Agreement, or be valid for any purpose unless there appears
on such Certificate a certificate of authentication substantially in the form
set forth in Exhibit B hereto executed by the Pass-Through Trustee by manual
signature, and such certificate of authentication upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated on the
date of their authentication.
                  Section 3.2 AUTHENTICATION OF CERTIFICATES. Upon delivery of
an authentication order by the Company, the Pass-Through Trustee on the Transfer
Date shall cause to be authenticated and delivered Certificates duly
authenticated by the Pass-Through Trustee, in authorized denominations equaling
in the aggregate the aggregate principal amount of the Lessor Notes purchased on
the Transfer Date and evidencing the entire ownership of the Pass-Through Trust.
                  Section 3.3 TEMPORARY CERTIFICATES. Pending the preparation of
definitive Certificates, the Pass-Through Trustee may execute, authenticate and
deliver temporary Certificates which are printed, lithographed, typewritten, or
otherwise produced, in any denomination, containing substantially the same terms
and provisions as set forth in Exhibit A, except for such appropriate
insertions, omissions, substitutions and other variations relating to


                                       12

<PAGE>

their temporary nature as the officer executing such temporary Certificates
may determine, as evidenced by their execution of such temporary Certificates.
                  If temporary Certificates are issued, the Pass-Through Trustee
will cause definitive Certificates to be prepared without unreasonable delay.
After the preparation of definitive Certificates, the temporary Certificates
shall be exchangeable for definitive Certificates upon surrender of the
temporary Certificates at the Corporate Trust Office of the Pass-Through
Trustee, or at the office or agency of the Pass-Through Trustee maintained in
accordance with Section 7.12, without charge to the Holder upon surrender for
cancellation of any one or more temporary Certificates, the Pass-Through Trustee
shall execute, authenticate and deliver in exchange therefor definitive
Certificates of authorized denominations of a like aggregate Fractional
Undivided Interest. Until so exchanged, such temporary Certificates shall in all
respects be entitled to the same benefits under this Pass-Through Trust
Agreement as definitive Certificates.
                  Section 3.4 REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES. Unless and until (i) an Initial Certificate is sold under an
effective Shelf Registration Statement, or (ii) an Initial Certificate is
exchanged for an Exchange Certificate pursuant to an effective Exchange Offer
Registration Statement, in each case pursuant to the terms of the Registration
Rights Agreement, the following provisions shall apply to such Initial
Certificates:
                  (a) The Pass-Through Trustee shall cause to be kept, at the
office or agency to be maintained by it in accordance with the provisions of
Section 7.12, a register (the "REGISTER") in which, subject to the provisions
of this Section 3.4 and the Certificates, the Pass-Through Trustee shall
provide for the registration of Certificates and of transfers and exchanges
of Certificates as herein provided. The Pass-Through Trustee shall initially
be the registrar (the "REGISTRAR") for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
The Company, upon notice to the Pass-Through Trustee, may change the
Registrar at any time.

                  (b) Every Restricted Certificate shall be subject to the
restrictions on transfer provided in the legend required to be set forth on
the face of each Restricted Certificate pursuant to Section 3.1, and the
Holder of each Restricted Certificate, by such Holder's acceptance thereof,
agrees to be bound by such restrictions on transfer. Whenever any Restricted
Certificate is presented or surrendered for registration of transfer or for
exchange for a Certificate registered in a name other than that of the
Holder, such Restricted Certificate must be accompanied by a certificate in
substantially the form set forth in Exhibit C hereto, dated the date of such
surrender and signed by the Holder of such Restricted Certificate, as to
compliance with such restrictions on transfer. Neither the Pass-Through
Trustee nor any Registrar shall be required to accept for such registration
of transfer or exchange any Restricted Certificate not so accompanied by a
properly completed certificate. Notwithstanding the preceding two sentences,
a properly completed certificate shall not be required in connection with any
transfer of any Restricted Certificate through the facilities of DTC or any
other United States securities clearance and settlement organization,
PROVIDED that such transfer does not require a change in the name (other than
to another nominee of DTC or such other securities clearance and settlement
organization) in which such Restricted Certificate is then registered.
                  Whenever any Restricted Certificate is proposed to be
transferred by a Holder to an Institutional Accredited Investor, the
Pass-Through Trustee shall have received from such Institutional Accredited
Investor, prior to such transfer, a signed letter substantially in the form of
Exhibit D relating to certain representations and agreements regarding
restrictions on transfer


                                       13

<PAGE>

of such Restricted Certificate. In addition, the Holder of the Restricted
Certificate proposed to be transferred must, prior to such transfer, furnish
to the Registrar such certifications (as required by and in the form set
forth in this Pass-Through Trust Agreement), Opinions of Counsel or other
information as the Registrar may reasonably request to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration rights of the Securities Act.
                  The restrictions imposed by this Section 3.4 and Section 3.1
upon the transferability of any particular Restricted Certificate shall cease
and terminate if and when such Restricted Certificate has been sold pursuant to
an effective registration statement under the Securities Act or transferred
pursuant to Rule 144 under the Securities Act (or any successor provision
thereto), unless the Holder thereof is an affiliate of the Company within the
meaning of Rule 144 (or such successor provision). Any Restricted Certificate as
to which such restrictions on transfer shall have expired in accordance with
their terms or shall have terminated may, upon surrender of such Restricted
Certificate for exchange to the Pass-Through Trustee or any Registrar in
accordance with the provisions of this Section 3.4 (accompanied, in the event
that such restrictions on transfer have terminated by reason of a transfer
pursuant to Rule 144 or any successor provision, by an Opinion of Counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company and the
Pass-Through Trustee and in form acceptable to the Company, to the effect that
the transfer of such Restricted Certificate has been made in compliance with
Rule 144 or such successor provision), be exchanged for a new Certificate, of
like tenor and aggregate principal amount, which shall not bear the restrictive
legend required by Section 3.1. The Company shall promptly inform the
Pass-Through Trustee in writing of the effective date of any registration
statement registering the Certificates under the Securities Act. The
Pass-Through Trustee shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the aforementioned Opinion of
Counsel or registration statement.
                  (c) Upon surrender for registration of transfer of any
Certificate that is not a Restricted Certificate at the Corporate Trust
Office or such other office or agency, the Pass-Through Trustee shall
execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates, in authorized denominations of
a like aggregate Fractional Undivided Interest.
                  (d) At the option of a Certificateholder, Certificates may
be exchanged for other Certificates, in authorized denominations and of a
like aggregate Fractional Undivided Interest, upon surrender of the
Certificates to be exchanged at any such office or agency; PROVIDED, that a
Restricted Certificate may only be exchanged for another Restricted
Certificate, until such restrictions on such Restricted Certificate shall
cease and terminate in accordance with the terms of this Section 3.4 and
PROVIDED ALSO, that no exchanges of Initial Certificates for Exchange
Certificates shall occur until an Exchange Offer Registration Statement shall
have been declared effective by the Commission (notice of which shall be
provided to the Pass-Through Trustee by the Company). Whenever any
Certificates are so surrendered for exchange, the Pass-Through Trustee shall
execute, authenticate and deliver the Certificates that the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of transfer or exchange shall be duly endorsed
or accompanied by a written instrument of transfer in form satisfactory to
the Pass-Through Trustee and the Registrar duly executed by the
Certificateholder thereof or its attorney duly authorized in writing.

                                       14

<PAGE>

                  (e) No service charge shall be made to a Certificateholder
for any registration of transfer or exchange of Certificates, but the
Pass-Through Trustee shall require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
                  (f) All Certificates surrendered for registration of
transfer and exchange shall be canceled and disposed of in accordance with
the usual practices of the Pass-Through Trustee.
                  Section 3.5 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (a) any mutilated Certificate is surrendered to the Registrar, or the
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) in the case of such destruction, loss or theft,
there is delivered to the Registrar and the Pass-Through Trustee such security,
indemnity or bond as may be required by them to save each of them and the
Pass-Through Trust harmless, then, in the absence of notice to the Registrar or
the Pass-Through Trustee that such Certificate has been acquired by a bona fide
purchaser, the Pass-Through Trustee, on behalf of the Pass-Through Trust, shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Fractional Undivided Interest with the same final Distribution Date. In
connection with the issuance of any new Certificate under this Section 3.5, the
Pass-Through Trustee shall require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Pass-Through Trustee and
the Registrar) connected therewith. Any duplicate Certificate issued pursuant to
this Section 3.5 shall constitute conclusive evidence of the appropriate
Fractional Undivided Interest in the Pass-Through Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
                  Section 3.6 PERSONS DEEMED OWNERS. Prior to due presentation
of a Certificate for registration of transfer, the Pass-Through Trustee, the
Company, the Owner Trust, the Registrar and any Paying Agent may treat the
person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.2
and for all other purposes whatsoever, and neither the Pass-Through Trustee, the
Company, the Owner Trust, the Registrar nor any Paying Agent shall be affected
by any notice to the contrary.
                  Section 3.7 CANCELLATION. All Certificates surrendered for
payment or transfer or exchange shall, if surrendered to any Person a party
hereto other than the Registrar, be delivered by such Person to the Registrar
for cancellation. No Certificates shall be authenticated in lieu of or in
exchange for any Certificates canceled as provided in this Section, except as
expressly permitted by this Pass-Through Trust Agreement. All canceled
Certificates held by the Registrar shall be disposed of in accordance with the
usual practice of the Pass-Through Trustee and, if destroyed, a certification of
their destruction shall be delivered to the Pass-Through Trustee.
                  Section 3.8 LIMITATION OF LIABILITY FOR PAYMENTS. All payments
or distributions made to Certificateholders under this Pass-Through Trust
Agreement shall be made only from the Trust Property and only to the extent that
the Pass-Through Trust shall have received sufficient income or proceeds from
the Trust Property to make such payments in accordance with the terms of Article
IV of this Pass-Through Trust Agreement. Each Holder of a Certificate, by its
acceptance of such Certificate, agrees that it will look solely to the income
and proceeds from the Trust Property to the extent available for distribution to
the Holder thereof as provided in this Pass-Through Trust Agreement. Nothing in
this Pass-Through Trust Agreement shall be construed as an agreement, or
otherwise creating an obligation, of (a) the Company, the Pass-



                                       15

<PAGE>

Through Company or the Pass-Through Trustee to pay any of the principal,
premium, if any, and interest due from time to time under the Lessor Notes or
(b) the Company or the Pass-Through Company to pay any amount due from time
to time in respect of the Certificates. The liability of an Owner Trust under
Lessor Notes shall be limited as set forth therein and in the applicable
Lease Indenture.
                  Section 3.9 BOOK ENTRY AND DEFINITIVE CERTIFICATES. (a) Except
for Certificates issued to Institutional Accredited Investors who are not also
qualified institutional buyers ("NON-GLOBAL PURCHASERS"), which must be issued
in the form of definitive, fully registered Certificates without interest
coupons ("DEFINITIVE CERTIFICATES"), the Certificates may be issued in the form
of one or more typewritten Certificates representing the Book-Entry
Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on
behalf of, the Company. In such case, the Certificates delivered to DTC shall
initially be registered on the Register in the name of Cede & Co., the nominee
of the initial Clearing Agency, and no Certificate Owner will receive a
definitive certificate representing such Certificate Owner's interest in the
Certificates, except as provided above and in subsection (d) below. As to the
Book-Entry Certificates, unless and until Definitive Certificates have been
issued pursuant to subsection (d) below:
                  (i) the provisions of this Section 3.9 shall be in full force
         and effect;
                 (ii) the Company, any Owner Trust, the Paying Agent, the
         Registrar and the Pass-Through Trustee may deal with the Clearing
         Agency for all purposes (including the making of distributions on the
         Certificates) as the authorized representative of the Certificate
         Owners;
                  (iii) to the extent that the provisions of this Section 3.9
         conflict with any other provisions of this Pass-Through Trust Agreement
         (other than the provisions of any supplemental agreement amending this
         Section 3.9 as permitted by this Pass-Through Trust Agreement), the
         provisions of this Section 3.9 shall control;
                  (iv) the rights of Certificate Owners shall be exercised only
         through the Clearing Agency and shall be limited to those established
         by law and agreements between such Certificate Owners and the Clearing
         Agency Participants; and until Definitive Certificates are issued
         pursuant to subsection (d) below, the Clearing Agency will make
         book-entry transfers among the Clearing Agency Participants and receive
         and transmit distributions of principal and interest and premium, if
         any, on the Certificates to such Clearing Agency Participants; and
                  (v) wherever this Pass-Through Trust Agreement requires or
         permits actions to be taken based upon instructions or directions of
         Certificateholders holding Certificates evidencing a specified
         percentage of the Fractional Undivided Interests in the Pass-Through
         Trust, the Clearing Agency shall be deemed to represent such percentage
         only to the extent that it has received instructions to such effect
         from Certificate Owners and/or Clearing Agency Participants owning or
         representing, respectively, such required percentage of the beneficial
         interest in Certificates and has delivered such instructions to the
         Pass-Through Trustee. The Pass-Through Trustee shall have no obligation
         to determine whether the Clearing Agency has in fact received any such
         instructions.

                  (b) With respect to Book-Entry Certificates, whenever
notice or other communication to the Certificateholders is required under
this Pass-Through Trust Agreement, unless and until Definitive Certificates
shall have been issued pursuant to subsection (d) below, the Pass-Through
Trustee shall give all such notices and communications specified herein to be
given to Certificateholders to the Clearing Agency and/or the Clearing Agency
Participants (and,

                                       16


<PAGE>


upon receipt of a valid Certificate Owner Request, to the
Certificateholder or Certificate Owner making such request), and shall make
available additional copies as requested by such Clearing Agency Participants.
                  (c) Unless and until Definitive Certificates are issued
pursuant to subsection (d) below, on the Record Date prior to each applicable
Distribution Date and Special Distribution Date, the Pass-Through Trustee will
request from the Clearing Agency a "Securities Position Listing" setting forth
the names of all Clearing Agency Participants reflected on the Clearing Agency's
books as holding interests in the Certificates on such Record Date. The
Pass-Through Trustee shall mail to each such Clearing Agency Participant the
statements described in Section 4.3 hereof.
                  (d) If with respect to the Certificates (i) the Company
advises the Pass-Through Trustee in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities and the
Company is unable to locate a qualified successor within 90 days, (ii) the
Company (or, following the occurrence of a Lease Event of Default, the
applicable Owner Trusts) at its option, advises the Pass-Through Trustee in
writing that it elects to terminate the book-entry system through the
Clearing Agency or (iii) after the occurrence of an Event of Default,
Certificate Owners of Book-Entry Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the
Pass-Through Trust, by Act of said Certificate Owners delivered to the
Company and the Pass-Through Trustee, advise the Company, the Owner Trusts,
the Pass-Through Trustee and the Clearing Agency through the Clearing Agency
Participants in writing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interests of the Certificate
Owners, then the Pass-Through Trustee shall notify all Certificate Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates. Upon surrender to the Pass-Through
Trustee of all the Certificates held by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for registration of
Definitive Certificates in the names of Certificate Owners, the Pass-Through
Trust shall issue and deliver the Definitive Certificates in accordance with
the instructions of the Clearing Agency. None of the Company, the Owner
Trusts, the Registrar, the Paying Agent or the Pass-Through Trustee shall be
liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such registration
instructions. Upon the issuance of Definitive Certificates, the Pass-Through
Trustee shall recognize the Person in whose name the Definitive Certificates
are registered in the Register as Certificateholder hereunder. Neither the
Company nor the Pass-Through Trustee shall be liable if the Company is unable
to locate a qualified successor Clearing Agency.
                  (e) The Initial Certificates sold in offshore transactions
in reliance on Regulation S under the Securities Act will be represented
initially by a single, temporary Book-Entry Certificate, in definitive, fully
registered form without interest coupons (the "TEMPORARY REGULATION S GLOBAL
CERTIFICATE") and will be deposited with the Pass-Through Trustee as
custodian for DTC and registered in the name of a nominee of DTC for the
accounts of Morgan Guaranty Trust Company of New York, Brussels Office, as
operator of the Euroclear System ("EUROCLEAR"), and Clearstream, Luxembourg
Banking, SOCIETE ANONYME ("CLEARSTREAM, LUXEMBOURG"). Each Temporary
Regulation S Global Certificate will be exchangeable for a single, permanent
Book-Entry Certificate (the "PERMANENT REGULATION S GLOBAL CERTIFICATE," and
together with the Temporary Regulation S Global Certificate, the "REGULATION
S GLOBAL CERTIFICATE") on or after 40 days after the later of the
commencement of the offering of the Initial

                                       17

<PAGE>

Certificates and the Closing Date upon certification that the beneficial
interests in such Book-Entry Certificate are owned by persons who are not
U.S. persons as defined in Regulation S. Prior to the expiration of such
40-day period, beneficial interests in the Temporary Regulation S Global
Certificate may be held only through Euroclear or Clearstream, Luxembourg,
and any resale or other transfer of such interests to U.S. persons shall not
be permitted during such period unless such resale or transfer is made
pursuant to Rule 144A or Regulation S under the Securities Act and in
accordance with the certification requirements specified in Section 3.9(f)
below. The aggregate original principal amount of the Regulation S Global
Certificate may from time to time be increased or decreased by adjustments
made on the records of the Pass-Through Trustee, as custodian for DTC, in
connection with a corresponding decrease or increase in the aggregate
original principal amount of a Definitive Certificate or the Restricted
Global Certificate, as hereinafter provided.
                  (f) The Initial Certificates sold in reliance on Rule 144A
under the Securities Act will be represented by a single, permanent Book-Entry
Certificate, in definitive, fully registered form without interest coupons (the
"RESTRICTED GLOBAL CERTIFICATE") and will be deposited with the Pass-Through
Trustee as custodian for DTC and registered in the name of a nominee of DTC.
Prior to the 40th day after the later of the commencement of the offering of the
Initial Certificates and the Closing Date, a beneficial interest in the
Temporary Regulation S Global Certificate may be transferred to a person who
takes delivery in the form of an interest in the Restricted Global Certificate
only upon receipt by the Pass-Through Trustee of a written certification from
the transferor (in the form of Exhibit C hereto) to the effect that such
transfer is being made to a person who the transferor reasonably believes is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and in accordance with any applicable
securities laws of any state of the United States or any other jurisdiction.
Beneficial interests in the Restricted Global Certificate may be transferred to
a person who takes delivery in the form of an interest in the Regulation S
Global Certificate whether before, on or after such 40th day, only upon receipt
by the Pass-Through Trustee of a written certification (in the form of Exhibit C
hereto) to the effect that such transfer is being made in accordance with
Regulation S under the Securities Act and, if such transfer occurs prior to such
40th day, the interest will be held immediately thereafter only through
Euroclear or Clearstream, Luxembourg. The aggregate initial principal amount of
the Restricted Global Certificate may from time to time be increased or
decreased by adjustments made on the records of the Pass-Through Trustee, as
custodian for DTC, in connection with a corresponding decrease or increase in
the aggregate initial principal amount of a Definitive Certificate or a
Regulation S Global Certificate, as hereinafter provided.
                  (g) The Exchange Certificates shall be issued in the form
of one or more global Certificates substantially in the form of Exhibit A
hereto (each, a "GLOBAL EXCHANGE CERTIFICATE"), except that (i) the
restricted legend shall be omitted and (ii) such Exchange Certificates shall
contain such appropriate insertions, omissions, substitutions and other
variations from the form set forth in Exhibit A hereto relating to the nature
of the Exchange Certificates as the Responsible Officer of the Pass-Through
Trustee executing such Exchange Certificates on behalf of the Pass-Through
Trust may determine, as evidenced by such officer's execution on behalf of
the Pass-Through Trust of such Exchange Certificates. Such Global Exchange
Certificates shall be in registered form and be registered in the name of DTC
and deposited with the Pass-Through Trustee, at its Corporate Trust Office,
as custodian for DTC. The aggregate principal amount of any Global Exchange
Certificate may from time to time be

                                       18

<PAGE>

increased or decreased by adjustments made on the records of the Pass-Through
Trustee, as custodian for DTC for such Global Exchange Certificate, which
adjustments shall be conclusive as to the aggregate principal amount of any
such Global Exchange Certificate. Subject to clause (i) and (ii) of the first
sentence of this Section 3.9(g), the terms hereof applicable to Restricted
Global Certificates and/or Global Certificates shall apply to the Global
Exchange Certificates, MUTATIS MUTANDIS.

                  (h) Any beneficial interest in one of the Book-Entry
Certificates that is transferred to a person who takes delivery in the form of
an interest in another Book-Entry Certificate will, upon transfer, cease to be
an interest in such Book-Entry Certificate and become an interest in such other
Book Entry Certificate and, accordingly, will thereafter be subject to all
transfer restrictions, if any, and other procedures applicable to beneficial
interests in such other Book-Entry Certificate for so long as it remains such an
interest. Upon the transfer of Definitive Certificates from a Non-Global
Purchaser to a qualified institutional buyer or in accordance with Regulation S,
such Definitive Certificates will be exchanged for an interest in a Book-Entry
Certificate. The Certificates shall not be issuable in bearer form.
                  (i) The Company and, if necessary, the Pass-Through
Trustee shall each enter into the Letter of Representations with respect to the
Certificates and fulfill its responsibilities thereunder.
                  Section 3.10  FORM OF CERTIFICATION. In connection with any
certification contemplated by Section 3.4, relating to compliance with certain
restrictions relating to transfers of Restricted Certificates, such
certification shall be provided substantially in the form of Exhibit C hereto,
with only such changes as shall be reasonably approved by the Company and
reasonably acceptable to the Pass-Through Trustee.

                                   ARTICLE IV

                 DISTRIBUTIONS; STATEMENTS TOCERTIFICATEHOLDERS

                  Section 4.1  CERTIFICATE ACCOUNT AND SPECIAL PAYMENTS
ACCOUNT. (a) The Pass-Through Trustee shall establish and maintain on behalf
of the Certificateholders the Certificate Account (Account No. 049 65700)
with the Pass-Through Trustee as one or more non-interest bearing accounts.
The Pass-Through Trustee shall hold the Certificate Account in trust for the
benefit of the Certificateholders, and shall make or permit withdrawals
therefrom only as provided in this Pass-Through Trust Agreement. On each day
when a Scheduled Payment is made under a Lease Indenture to the Pass-Through
Trustee, as holder of the Lessor Notes issued under such Lease Indenture, the
Pass-Through Trustee upon receipt shall immediately deposit the aggregate
amount of such Scheduled Payment in the Certificate Account. (b) The
Pass-Through Trustee shall establish and maintain on behalf of the
Certificateholders the Special Payments Account (Account No. 049 65800) with
the Pass-Through Trustee as one or more accounts, which shall be non-interest
bearing except as provided in Section 4.4. The Pass-Through Trustee shall
hold the Special Payments Account in trust for the benefit of the
Certificateholders, and shall make or permit withdrawals therefrom only as
provided in this Pass-Through Trust Agreement. On each day when a Special
Payment (other than a Special Payment that represents the proceeds of any
sale pursuant to Article VI hereof by the Pass-Through Trustee of a Lessor
Note) is made under a Lease Indenture to the Pass-Through Trustee, as


                                       19

<PAGE>



holder of the Lessor Notes issued under such Lease Indenture, the
Pass-Through Trustee upon receipt shall immediately deposit the aggregate
amounts of such Special Payments in the Special Payments Account. Upon the
sale of any Lessor Note by the Pass-Through Trustee pursuant to Article VI
hereof and the realization of any proceeds thereof, the Pass-Through Trustee
shall deposit the aggregate amount of such proceeds as a Special Payment in
the Special Payments Account.
                  (c) The Pass-Through Trustee shall present to each Lease
Indenture Trustee each Lessor Note issued under the related Lease Indenture, on
the date of its stated final maturity, or in the case of any Lessor Note which
is to be prepaid in whole pursuant to a Lease Indenture, on the applicable
prepayment date under such Lease Indenture.
                  Section 4.2  DISTRIBUTIONS FROM CERTIFICATE ACCOUNT AND
SPECIAL PAYMENTS ACCOUNT. (a) On each Distribution Date if the Pass-Through
Trustee receives payment of the Scheduled Payments due on the Lessor Notes on
such date by 1:00 p.m., New York time, on such date, the Pass-Through Trustee
shall distribute out of the Certificate Account the entire amount deposited
therein pursuant to Section 4.1(a). If a Scheduled Payment is not received by
the Pass-Through Trustee by 1:00 p.m., New York time, on a Distribution Date,
such payment shall be distributed on the next Business Day. If a Scheduled
Payment is not received by the Pass-Through Trustee on a Distribution Date
but is received prior to the time such payment would become a Special
Payment, such payment shall be distributed (i) on the date received, if
received by 1:00 p.m., New York time, on such date or (ii) on the next
Business Day, if received after 1:00 p.m., New York time, on such date. There
shall be so distributed to each Certificateholder of record on the Record
Date with respect to such Distribution Date (other than as provided in
Section 11.1 concerning the final distribution) (i) if (A) DTC is the
Certificateholder of record, or (B) a Certificateholder holds a Certificate
or Certificates in an aggregate amount greater than $10,000,000, or (C) a
Certificateholder holds a Certificate or Certificates in an aggregate amount
greater than $1,000,000 and so requests to the Pass-Through Trustee, wire
transfer in immediately available funds to an account maintained by such
Certificateholder with a bank, or (ii) if none of the above apply, by check
mailed to such Certificateholder at the address appearing in the Register,
such Certificateholder's pro rata share (based on the aggregate Fractional
Undivided Interest held by such Certificateholder) of the aggregate amount in
the Certificate Account.
                  (b) On each Special Distribution Date with respect to any
Special Payment if the Pass-Through Trustee receives the Special Payments due on
such date by 1:00 p.m., New York time, on such date, the Pass-Through Trustee
shall distribute out of the Special Payments Account the entire amount deposited
therein with respect to such Special Payment pursuant to Section 4.1(b). If a
Special Payment is not received by the Pass-Through Trustee by 1:00 p.m., New
York time, on a Special Distribution Date, such payment shall be distributed on
the next Business Day. If a Special Payment is not received by the Pass-Through
Trustee on a Special Distribution Date, such payment shall be distributed (i) on
the date received, if received by 1:00 p.m., New York time, on such date or (ii)
on the next Business Day, if received after 1:00 p.m., New York time, on such
date. There shall be so distributed to each Certificateholder of record on the
Record Date with respect to such Special Distribution Date (other than as
provided in Section 11.1 concerning the final distribution) (i) if (A) DTC is
the Certificateholder of record, or (B) a Certificateholder holds a Certificate
or Certificates in an aggregate amount greater than $10,000,000, or (C) a
Certificateholder holds a Certificate or Certificates in an aggregate amount
greater than $1,000,000 and so requests to the Pass-Through Trustee, by wire
transfer in

                                       20

<PAGE>


immediately available funds to an account maintained by the Certificateholder
with a bank, or (ii) if none of the above apply, by check mailed to such
Certificateholder at the address appearing in the Register, such
Certificateholder's pro rata share (based on the aggregate Fractional
Undivided Interest held by such Certificateholder) of the aggregate amount in
the Special Payments Account on account of such Special Payment.
                  (c) The Pass-Through Trustee shall at the expense of the
Company cause notice of each Special Payment to be mailed to (i) each
Certificateholder, at the address of such Certificateholder as it appears in the
Register and (ii) any Certificate Owner who has made a valid Certificate Owner
Request, at the address specified in such Certificate Owner Request. In the
event of prepayment of Lessor Notes, such notice shall be mailed not less than
20 days prior to the date any such Special Payment is scheduled to be
distributed. In the case of any other Special Payments, such notice shall be
mailed as soon as practicable after the Pass-Through Trustee has confirmed that
it has received funds for such Special Payment. Notices mailed by the
Pass-Through Trustee shall set forth:
                  (i)   the Special Distribution Date and the Record Date
         therefor (except as otherwise provided in Section 11.1);
                  (ii)  the amount of the Special Payment per $1,000 of face
         amount of Certificates and the amount thereof constituting principal,
         premium, if any, and interest;
                  (iii) the reason for the Special Payment; and
                  (iv)  if the Special Distribution Date is the same date as a
         Distribution Date, the total amount to be received on such date per
         $1,000 of face amount of Certificates.
If the amount of premium payable upon the prepayment of a Lessor Note has not
been calculated at the time that the Pass-Through Trustee mails notice of a
Special Payment, it shall be sufficient if the notice sets forth the other
amounts to be distributed and states that any premium received will also be
distributed.
                  Section 4.3  STATEMENTS TO CERTIFICATEHOLDERS. (a) On each
Distribution Date and Special Distribution Date, the Pass-Through Trustee will
include with each distribution to Certificateholders and any Certificate Owner
who has made a valid Certificate Owner Request a statement, giving effect to
such distribution to be made on such date, setting forth the following
information (per a $1,000 face amount Certificate as to (i) and (ii) below):
                  (i)   the amount of such distribution allocable to
         principal and the amount allocable to premium, if any; and
                  (ii)  the amount of such distribution allocable to interest.
                  (b) Within a reasonable period of time after the end of
each calendar year but not later than the latest date permitted by law, the
Pass-Through Trustee shall furnish (i) to each Person who at any time during
such calendar year was a Certificateholder of record and (ii) to any Certificate
Owner who has made a valid Certificate Owner Request and provided the
Pass-Through Trustee with such pertinent information as the Pass-Through Trustee
shall reasonably request, a report containing the sum of the amounts determined
pursuant to clauses (a)(i) and (a)(ii) with respect to the Pass-Through Trust
for such calendar year or, in the event such Person was a Certificateholder of
record or Certificate Owner during a portion of such calendar year, for the
applicable portion of such year, and such other items as are readily available
to the Pass-Through Trustee and which a Certificateholder or Certificate Owner
shall reasonably request as necessary for the purpose of such
Certificateholder's or Certificate Owner's preparation of its Federal income tax
returns.

                                       21

<PAGE>


                  Section 4.4  INVESTMENT OF SPECIAL PAYMENT MONEYS. Any money
received by the Pass-Through Trustee pursuant to Section 4.1(b) representing a
Special Payment which is not to be promptly distributed shall, to the extent
practicable, be invested in Permitted Government Investments by the Pass-Through
Trustee pending distribution of such Special Payment pursuant to Section 4.2.
Any investment made pursuant to this Section 4.4 shall be in such Permitted
Government Investments having maturities not later than the date that such
moneys are required to be paid to make the payment required under Section 4.2 on
the applicable Special Distribution Date and the Pass-Through Trustee shall hold
any such Permitted Government Investments until maturity. The Pass-Through
Trustee shall have no liability with respect to any investment made pursuant to
this Section 4.4, other than by reason of the willful misconduct or negligence
of the Pass-Through Trustee. All income and earnings from such investments shall
be distributed on such Special Distribution Date as part of such Special
Payment.
                  Section 4.5.  ADJUSTMENT OF INTEREST RATES APPLICABLE TO
CERTIFICATES.
                  (a) Subject to Sections 4.5(b) and 4.5(c), interest on the
Certificates shall be payable at the rates specified in the first paragraph of
the Lessor Notes without regard to the second paragraph of the Lessor Notes.
                  (b) If an Illiquidity Event shall have occurred and be
continuing, the interest rate applicable to the Lessor Notes (and consequently,
the interest rate applicable to the Certificates) shall be increased by 0.50%
per annum from and after the date such Illiquidity Event occurs to but excluding
the date on which such Illiquidity Event shall cease to exist.
                  (c) If a Reporting Cessation occurs, the interest rate
applicable to the Lessor Notes (and consequently, the interest rate applicable
to the Certificates) shall be increased by 0.50% per annum from the date such
Reporting Cessation occurs until such time as the Reporting Cessation has ended;
PROVIDED, HOWEVER, that if an Illiquidity Event and a Reporting Cessation shall
have occurred and be continuing at the same time, the maximum increase in the
interest rate applicable to the Lessor Notes (and consequently, the interest
rate applicable to the Certificates) shall be 0.50% per annum.

                                    ARTICLE V

                                   THE COMPANY

                  Section 5.1  REPORTS. For so long as any Certificates remain
Outstanding, the Company shall furnish: (a) to Certificateholders, Certificate
Owners and prospective investors, upon their request, unless the Company shall
at the time be subject to the reporting requirements of Section 13(a) or 15(d)
of the Exchange Act, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act so long as the Certificates are not freely
transferable under the Securities Act, and (b) to the Pass-Through Trustee, who
in turn shall provide such information, upon a Certificate Owner Request, to
Certificateholders and Certificate Owners (i) within 60 days following the end
of each of the first three fiscal quarters of the Company during each fiscal
year, unaudited quarterly financial statements, (ii) within 120 days following
the end of the fiscal year of Holdings, audited annual financial statements
(with the accompanying footnotes and audit report) and (iii) within 20 days
after the occurrence thereof, notice of the following events: (A) a change in
control with respect to the Company; (B) the acquisition or disposition of a
significant amount of assets by the Company; (C) the appointment of a receiver
over the Company or the confirmation of a plan of reorganization or liquidation
for the Company; or (D) the resignation or dismissal of the independent
accountants engaged by the

                                       22

<PAGE>


Company. Notwithstanding the foregoing, in the event annual audited financial
statements of the Company become and for so long as they continue to be
available, information delivery requirements of Section 5.1(b)(ii) shall be
deemed to refer to such annual audited financial statements of the Company
and not the annual audited financial statements of Holdings.
                  In addition, 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, EME and the Company shall each
maintain its status as a reporting company under the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), and file a copy of all such information
and reports with the Commission for public availability within the time periods
specified in the Commission's rules and regulations (unless the Commission will
not accept such a filing) and make such information available to securities
analysts and prospective investors upon request. If at any time either EME or
the Company ceases to maintain its status as a reporting company under the
Exchange Act (such cessation, a "REPORTING CESSATION"), the interest payable on
the Lessor Notes (and consequently, the interest payable on the Certificates)
shall increase as provided in Section 4.5(c); PROVIDED, HOWEVER, that no
Reporting Cessation shall be deemed to occur if the Commission will not accept
the information and reports of EME or the Company to be filed pursuant to the
Exchange Act.

                                   ARTICLE VI

                                     DEFAULT

                  Section 6.1 EVENTS OF DEFAULT. With respect to any Lessor
Note, if a Lease Indenture Event of Default under the applicable Lease Indenture
(an "EVENT OF DEFAULT") shall occur and be continuing, then, and in each and
every case, so long as such Lease Indenture Event of Default shall be
continuing, the Pass-Through Trustee may vote all of the Lessor Notes issued
under such Lease Indenture held in the Pass-Through Trust, and upon the
Direction of the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest of the Fractional
Undivided Interests evidenced by all Certificates at the time Outstanding
(determined as provided in Section 1.4(c)), the Pass-Through Trustee shall vote
a corresponding majority of such Lessor Notes, in favor of directing the
applicable Lease Indenture Trustee to declare the unpaid principal amount of
such Lessor Notes then outstanding and accrued interest thereon to be due and
payable under, and to the extent permitted by and in accordance with, the
provisions of such Lease Indenture. In addition, with respect to any Lessor
Note, if a Lease Indenture Event of Default shall have occurred and be
continuing under the related Lease Indenture, the Pass-Through Trustee may, and
upon the Direction of Holders as provided in Section 6.4 shall, in accordance
with such Lease Indenture vote the applicable Lessor Notes issued thereunder
held in the Pass-Through Trust to direct the applicable Lease Indenture Trustee
regarding the exercise of remedies provided in such Lease Indenture and
consistent with the terms thereof. Notwithstanding the foregoing, no Lease
Indenture Event of Default under a given Lease Indenture shall give rise to a
Lease Indenture Event of Default under any other Lease Indenture.
                  In addition, after an Event of Default shall have occurred and
be continuing, the Pass-Through Trustee may in its discretion, and upon the
Direction of the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest of the Fractional
Undivided Interests evidenced by all Certificates at the time Outstanding
(determined as provided in Section 1.4(c)) shall, by such officer or agent as it
may appoint, sell, convey,

                                       23

<PAGE>


transfer and deliver all or a portion of such Lessor Note or Lessor Notes
issued under a Lease Indenture with respect to which the Event of Default has
occurred, without recourse to or warranty by the Pass-Through Trustee or any
Certificateholders to any Person. In any such case, the Pass-Through Trustee
shall sell, assign, contract to sell or otherwise dispose of and deliver such
Lessor Note or Lessor Notes in one or more parcels at public or private sale
or sales, at any location or locations at the option of the Pass-Through
Trustee, all upon such terms and conditions as it may reasonably deem
advisable and at such prices as it may reasonably deem advisable, for cash.
The Pass-Through Trustee shall give notice to the Company and the applicable
Owner Trust promptly after any such sale.
                  Section 6.2  INCIDENTS OF SALE OF LESSOR NOTES. Upon any sale
of all or any part of the Lessor Notes made either under the power of sale given
under this Pass-Through Trust Agreement or otherwise for the enforcement of this
Pass-Through Trust Agreement, the following shall be applicable:
                  (1) CERTIFICATEHOLDERS AND PASS-THROUGH TRUSTEE MAY PURCHASE
         LESSOR NOTES. Any Certificateholder, the Pass-Through Trustee in its
         individual or any other capacity or any other Person may bid for and
         purchase any of the Lessor Notes and, upon compliance with the terms of
         sale, may hold, retain, possess and dispose of such Lessor Notes in
         their or its or his own absolute right without further accountability.
                  (2) RECEIPT OF PASS-THROUGH TRUSTEE SHALL DISCHARGE PURCHASER.
         The receipt of immediately available funds by the Pass-Through Trustee
         shall be a sufficient discharge to any purchaser for his purchase
         money, and, after paying such purchase money and receiving such
         receipt, such purchaser or his personal representative or assigns shall
         not be obliged to see to the application of such purchase money, or be
         in any way answerable for any loss, misapplication or non-application
         thereof.
                  (3) APPLICATION OF MONEYS RECEIVED UPON SALE. Any moneys
         collected by the Pass-Through Trustee upon any sale made either under
         the power of sale given by this Pass-Through Trust Agreement or
         otherwise for the enforcement of this Pass-Through Trust Agreement,
         shall be applied as provided in Section 4.2.
                  Section 6.3  JUDICIAL PROCEEDINGS INSTITUTED BY PASS-THROUGH
TRUSTEE.

                  (a) PASS-THROUGH TRUSTEE MAY BRING SUIT. If there shall be a
failure to make payment of the principal of, premium, if any, or interest on any
Lessor Note, or if there shall be any failure to pay Rent (as defined in a
Lease) under the Lease related to any Lessor Note when due and payable (and to
the extent such payment of Rent is not made under the EME Guarantee), then the
Pass-Through Trustee, in its own name, and as trustee of an express trust, as
holder of such Lessor Notes, shall be, to the extent permitted by and in
accordance with the terms of the applicable Lease Financing Documents, entitled
and empowered to institute any suits, actions or proceedings at law, in equity
or otherwise, for the collection of the sums so due and unpaid on such Lessor
Notes or under the applicable Lease and may prosecute any such claim or
proceeding to judgment or final decree with respect to the whole amount of any
such sums so due and unpaid; SUBJECT, HOWEVER, to the limitations of liability
set forth in the Lessor Notes and the applicable Lease Financing Documents.
                  (b) PASS-THROUGH TRUSTEE MAY FILE PROOFS OF CLAIM; APPOINTMENT
OF PASS-THROUGH TRUSTEE AS ATTORNEY-IN-FACT IN JUDICIAL PROCEEDINGS. The
Pass-Through Trustee in its own name, or as trustee of an express trust, or as
attorney-in-fact for the Certificateholders, or in any one or more of such
capacities (irrespective of whether distributions on the Certificates shall then
be due

                                       24

<PAGE>


and payable, or the payment of the principal on any Lessor Notes shall then
be due and payable, as therein expressed or by declaration or otherwise and
irrespective of whether the Pass-Through Trustee shall have made any demand
to the applicable Lease Indenture Trustee for the payment of overdue
principal, premium (if any) or interest on any Lessor Notes), shall, subject
to the terms of the applicable Lease Financing Documents, be entitled and
empowered to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Pass-Through
Trustee and of the Certificateholders allowed in any receivership,
insolvency, bankruptcy, liquidation, readjustment, reorganization or any
other judicial proceedings relative to the Company, any Owner Trust, any
Owner Trustee or any Owner Participant, their respective creditors or
property. Subject to the terms of the applicable Lease Financing Documents,
any receiver, assignee, trustee, liquidator or sequestrator (or similar
official) in any such judicial proceeding is hereby authorized by each
Certificateholder to make payments in respect of such claim to the
Pass-Through Trustee, and in the event that the Pass-Through Trustee shall
consent to the making of such payments directly to the Certificateholders, to
pay to the Pass-Through Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Pass-Through
Trustee, its agents and counsel. Subject to Section 6.4, nothing contained in
this Pass-Through Trust Agreement shall be deemed to give to the Pass-Through
Trustee any right to accept or consent to any plan of reorganization or
otherwise by action of any character in any such proceeding to waive or
change in any way any right of any Certificateholder.
                  Section 6.4 CONTROL BY CERTIFICATEHOLDERS. The Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest of the Fractional Undivided Interests evidenced by all
Certificates at the time outstanding (determined as provided in Section 1.4(c))
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Pass-Through Trustee, or exercising
any trust or power conferred upon the Pass-Through Trustee, under this
Pass-Through Trust Agreement, including any right of the Pass-Through Trustee as
holder of the Lessor Notes, PROVIDED that
                  (1) such Direction shall not be in conflict with any rule of
         law or with this Pass-Through Trust Agreement and would not involve the
         Pass-Through Trustee in personal liability or expense,
                  (2) the Pass-Through Trustee shall not determine that the
         action so directed would be unjustly prejudicial to the
         Certificateholders not taking part in such Direction,
                  (3) the Pass-Through Trustee may take any other action deemed
         proper by the Pass-Through Trustee which is not inconsistent with such
         Direction,
                  (4) such Holders shall have offered to the Pass-Through
         Trustee security or indemnity against the costs, expenses or
         liabilities which may be incurred thereby, and
                  (5) if a Lease Indenture Event of Default shall have occurred
         and be continuing, such Direction shall not obligate the Pass-Through
         Trustee to vote more than a corresponding majority of the applicable
         Lessor Notes held by the Pass-Through Trust in favor of directing any
         action by the applicable Lease Indenture Trustee with respect to such
         Lease Indenture Event of Default.
                  Section 6.5 WAIVER OF DEFAULTS. The Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest of the Fractional Undivided Interests evidenced by all Certificates
at the time Outstanding (determined as provided in Section 1.4(c)) may on behalf
of the Certificateholders of all the Certificates waive


                                       25

<PAGE>

any Default hereunder and its consequences or may instruct the Pass-Through
Trustee to waive any default under a Lease Indenture and its consequences,
except a Default
                  (1) in the deposit of any Scheduled Payment or Special Payment
         under Section 4.1 or in the distribution of any payment under Section
         4.2 on the Certificates, or
                  (2) in the payment of the principal of, premium, if any, or
         interest on any Lessor Notes, or
                  (3) in respect of a covenant or provision hereof which under
         Article IX hereof cannot be modified or amended without the consent of
         the Holder of each Outstanding Certificate affected.
                  Upon any such waiver, such Default shall cease to exist with
respect to this Pass-Through Trust Agreement, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Pass-Through Trust Agreement and any direction given by the Pass-Through Trustee
on behalf of such Holders to the applicable Lease Indenture Trustee shall be
annulled with respect thereto; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon.
Upon any such waiver, the Pass-Through Trustee shall vote the Lessor Notes
issued under the applicable Lease Indenture to waive the corresponding Lease
Indenture Default or Lease Indenture Event of Default.
                  With respect to consents, approvals, waivers and
authorizations which under the terms of Article VI of a Lease Indenture may be
given by a Lease Indenture Trustee without the necessity of the consent of any
of the holders of Lessor Notes, no consent, approval, waiver or authorization
shall be required hereunder on the part of the Pass-Through Trustee or the
Certificateholders.
                  Section 6.6  UNDERTAKING TO PAY COURT COSTS. All parties to
this Pass-Through Trust Agreement, and each Certificateholder by his acceptance
of a Certificate, shall be deemed to have agreed that any court may in its
discretion require, in any suit, action or proceeding for the enforcement of any
right or remedy under this Pass-Through Trust Agreement, or in any suit, action
or proceeding against the Pass-Through Trustee for any action taken or omitted
by it as Pass-Through Trustee hereunder, the filing by any party litigant in
such suit, action or proceeding of an undertaking to pay the costs of such suit,
action or proceeding, and that such court may, in its discretion, assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, action or proceeding, having due regard to the merits and
good faith of the claims or defenses made by such party litigant it being
understood that any such requirement for the Pass-Through Trustee to assume any
such costs is subject to the limitations set forth in Section 7.1 hereof;
PROVIDED, HOWEVER, that the provisions of this Section shall not apply to (a)
any suit, action or proceeding instituted by any Holder, or group of Holders,
holding in the aggregate Certificates evidencing Fractional Divided Interests
aggregating more than 10% of the Pass-Through Trust, (b) any suit, action or
proceeding instituted by any Certificateholder for the enforcement of the
distribution of payments pursuant to Section 4.2 hereof on or after the
respective due dates expressed herein or (c) any suit, action or proceeding
instituted by the Pass-Through Trustee.
                  Section 6.7  RIGHT OF CERTIFICATEHOLDERS TO RECEIVE PAYMENTS
NOT TO BE IMPAIRED. Anything in this Pass-Through Trust Agreement to the
contrary notwithstanding, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.2 hereof on the
Certificates when due, or to institute suit for the enforcement of any such
payment on or after the applicable Distribution Date or Special Distribution
Date, shall not be impaired or affected without the consent of such
Certificateholder.

                                       26



<PAGE>


                  Section 6.8 CERTIFICATEHOLDERS MAY NOT BRING SUIT EXCEPT UNDER
CERTAIN CONDITIONS. A Certificateholder shall not have the right to institute
any suit, action or proceeding at law or in equity or otherwise with respect to
this Pass-Through Trust Agreement, for the appointment of a receiver or for the
enforcement of any other remedy under this Pass-Through Trust Agreement, unless:
                  (1) such Certificateholder previously shall have given written
         notice to the Pass-Through Trustee of a continuing Event of Default;
                  (2) the Holders of Certificates evidencing Fractional
         Undivided Interests aggregating not less than a majority in interest of
         the Fractional Undivided Interests evidenced by all Certificates at the
         time Outstanding (determined as provided in Section 1.4(c)) shall have
         requested the Pass-Through Trustee in writing to institute such suit,
         action or proceeding and shall have offered to the Pass-Through Trustee
         indemnity as provided in Section 7.3(e);
                  (3) the Pass-Through Trustee shall have refused or neglected
         to institute any such suit, action or proceeding for 60 days after
         receipt of such notice, request and offer of indemnity; and
                  (4) no Direction inconsistent with such written request has
         been given to the Pass-Through Trustee during such 60-day period by the
         Holders of Certificates evidencing Fractional Undivided Interests
         aggregating not less than a majority in interest of the Fractional
         Undivided Interests evidenced by all Certificates at the time
         Outstanding (determined as provided in Section 1.4(c)).
                  It is understood and intended that no one or more of the
Certificateholders shall have any right in any manner whatever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property or the lien of any Lease Indenture
on any property subject thereto, or the rights of the Certificateholders or the
holders of the Lessor Notes, (ii) obtain or seek to obtain priority over or
preference to any other such Holder or (iii) enforce any right under this
Pass-Through Trust Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all the Certificateholders subject to the
provisions of this Pass-Through Trust Agreement.
                  Section 6.9 REMEDIES CUMULATIVE. Every remedy given hereunder
to the Pass-Through Trustee or to any of the Certificateholders shall not be
exclusive of any other remedy or remedies, and every such remedy shall be
cumulative and in addition to every other remedy given hereunder or now or
hereafter given by statute, law, equity or otherwise.

                                   ARTICLE VII

                            THE PASS-THROUGH TRUSTEE

                  Section 7.1 CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) Prior to an Event of Default of which a Responsible
Officer of the Pass-Through Trustee has actual knowledge,
                  (1) the Pass-Through Trustee shall not be liable except for
         the performance of such duties as are specifically set out in this
         Pass-Through Trust Agreement; and
                  (2) the Pass-Through Trustee may conclusively rely, as to the
         truth of the statements and the correctness of the opinions expressed
         therein, in the absence of bad


                                       27

<PAGE>

         faith on the part of the Pass-Through Trustee, upon Officer's
         Certificates or Opinions of Counsel conforming to the requirements of
         this Pass-Through Trust Agreement;
but the Pass-Through Trustee shall, at any time that the Certificates shall be
subject to the Trust Indenture Act, examine the evidence furnished to it
pursuant to Section 314 of the Trust Indenture Act to determine whether or not
such evidence conforms to the requirements of this Pass-Through Trust Agreement;
PROVIDED, HOWEVER, that the Pass-Through Trustee shall not be responsible for
the accuracy of content of such evidence.
                  (b) In case an Event of Default has occurred and is
continuing, the Pass-Through Trustee shall exercise each of the rights and
powers vested in it by this Pass-Through Trust Agreement, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his own affairs.
                  (c) No provision of this Pass-Through Trust Agreement shall be
construed to relieve the Pass-Through Trustee from liability for its own grossly
negligent action or its own grossly negligent failure to act, or its own willful
misconduct, except that:
                  (1) this subsection shall not be construed to limit the effect
         of subsection (a) of this Section;
                  (2) the Pass-Through Trustee shall not be liable in its
         individual capacity for any error of judgment made in good faith by a
         Responsible Officer of the Pass-Through Trustee, unless it shall be
         proved that the Pass-Through Trustee was grossly negligent in
         ascertaining the pertinent facts; and
                  (3) the Pass-Through 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 Certificates evidencing
         Fractional Undivided Interests aggregating not less than a majority in
         interest of the Fractional Undivided Interests evidenced by all
         Certificates at the time Outstanding (determined as provided in Section
         1.4(c)) relating to the time, method and place of conducting any
         proceeding for any remedy available to the Pass-Through Trustee, or
         exercising any trust or power conferred upon the Pass-Through Trustee,
         under this Pass-Through Trust Agreement.
                  (d) Whether or not herein expressly so provided, every
provision of this Pass-Through Trust Agreement relating to the conduct or
affecting the liability of or affording protection to the Pass-Through Trustee
shall be subject to the provisions of this Section.
                  Section 7.2 NOTICE OF DEFAULTS. The Pass-Through Trustee shall
give to the Certificateholders, at any time that the Certificates shall be
subject to the Trust Indenture Act, in the manner and to the extent required by
Section 313(c) of the Trust Indenture Act, and to the Company, any Owner Trusts
and any Lease Indenture Trustees in accordance with Section 12.3, notice of all
Defaults actually known to a Responsible Officer of the Pass-Through Trustee
within 90 days after the occurrence thereof, PROVIDED, HOWEVER, that, except in
the case of a Default in the payment of the principal of, premium, if any, or
interest on any Lessor Note, the Pass-Through Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Pass-Through Trustee in good faith determine that the withholding of such notice
is in the interests of the Certificateholders.
                  Section 7.3 CERTAIN RIGHTS OF PASS-THROUGH TRUSTEE. Subject to
the provisions of Section 315 of the Trust Indenture Act, and except as
otherwise provided in Section 7.1:
                  (a) the Pass-Through Trustee may rely and shall be protected
in acting or refraining from acting in reliance upon any Act, Direction,
resolution, certificate, statement,

                                       28

<PAGE>


instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;
                  (b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Request;
                  (c) whenever in the administration of this Pass-Through Trust
Agreement the Pass-Through Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action
hereunder, the Pass-Through Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officer's Certificate of the Company, an Owner Trust or a Lease Indenture
Trustee;
                  (d) the Pass-Through Trustee may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;
                  (e) the Pass-Through Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Pass-Through Trust
Agreement at the request or direction of any of the Certificateholders pursuant
to this Pass-Through Trust Agreement unless such Certificateholders shall have
offered to the Pass-Through Trustee reasonable security or indemnity against the
cost, expenses and liabilities which might be incurred by it in compliance with
such request or direction;
                  (f) the Pass-Through Trustee shall not be bound to make any
investigation into the facts or matters stated in any Act, Direction,
resolution, certificate, statement, instrument, opinion, report, notice, request
direction, consent, order, bond, debenture or other paper or document;
                  (g) the Pass-Through Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Pass-Through Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed by it hereunder with due care;
                  (h) the Pass-Through Trustee shall not be personally liable
for any action taken, suffered or omitted by it in good faith and believed by it
to be authorized or within the discretion of rights or powers conferred upon it
by this Agreement;
                  (i) the right of the Pass-Through Trustee to perform any
discretionary act enumerated in this Agreement shall not be construed as a duty,
and the Pass-Through Trustee shall not be answerable for other than its
negligence or willful misconduct in the performance of such act;
                  (j) the Pass-Through Trustee shall not be required to give any
bond or surety in respect of the execution of the trust fund created hereby or
the powers granted hereunder or expend any of its own funds in any action
brought pursuant to this Agreement; and
                  (k) the Pass-Through Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or
lien granted to it hereunder or to record this Agreement.
                  Section 7.4 NOT RESPONSIBLE FOR RECITALS; ISSUANCE OF
CERTIFICATES. The recitals contained herein and in the Certificates, except the
certificates of authentication, shall not be taken as the statements of the
Pass-Through Trustee, and the Pass-Through Trustee assumes no responsibility for
their correctness. The Pass-Through Trustee makes no representations as to the

                                       29

<PAGE>


validity or sufficiency of this Pass-Through Trust Agreement, the Lessor Notes,
the applicable Lease Financing Documents or the Certificates, or the Collateral
securing the Lessor Notes, except that the Pass-Through Trustee hereby
represents and warrants that this Pass-Through Trust Agreement and the
Registration Rights Agreement have been, and each Certificate will be, executed
and delivered by one of its officers who is duly authorized to execute and
deliver such document on its behalf.
                  Section 7.5 MAY HOLD CERTIFICATES. The Pass-Through Trustee,
any Paying Agent, Registrar or any other agent, in their respective individual
or any other capacity, may become the owner or pledgee of Certificates and
subject to Sections 310(b) and 311 of the Trust Indenture Act, if applicable,
may otherwise deal with the Company, any Owner Trust, any Owner Participant and
any Lease Indenture Trustee with the same rights it would have if it were not
the Pass-Through Trustee, Paying Agent, Registrar or such other agent, subject
to Section 7.8 in the case of the Pass-Through Trustee.
                  Section 7.6 MONEY HELD IN PASS-THROUGH TRUST. Money held by
the Pass-Through Trustee or the Paying Agent in trust hereunder need not be
segregated from other funds except to the extent required herein or by law and
neither the Pass-Through Trustee nor the Paying Agent shall have any liability
for interest upon any such moneys except as provided for herein.
                  Section 7.7 COMPENSATION, REIMBURSEMENT AND
INDEMNIFICATION.  The Company agrees:
                  (1) to pay, or cause to be paid, to the Pass-Through Trustee
         from time to time the compensation separately agreed to by the
         Pass-Through Trustee and the Company for all services rendered by it
         hereunder (which compensation shall not be limited by any provision of
         law in regard to the compensation of a trustee of an express trust);
         and
                  (2) except as otherwise expressly provided herein, to
         reimburse, or cause to be reimbursed, the Pass-Through Trustee upon its
         request for all reasonable out-of-pocket expenses, disbursements and
         advances incurred or made by the Pass-Through Trustee in accordance
         with any provision of this Pass-Through Trust Agreement (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its gross negligence, willful misconduct or
         bad faith.
                  In addition, the Pass-Through Trustee shall be entitled to
reimbursement from, and shall have a lien prior to the Certificates upon, all
property and funds held or collected by the Pass-Through Trustee in its capacity
as Pass-Through Trustee for any tax incurred without gross negligence, bad faith
or willful misconduct, on its part, arising out of or in connection with the
acceptance or administration of this Pass-Through Trust (other than any tax
attributable to the Pass-Through Trustee's compensation for serving as such),
including any costs and expenses incurred in contesting the imposition of any
such tax. If the Pass-Through Trustee reimburses itself for any such tax, it
will within 30 days mail a brief report setting forth the circumstances thereof
to all Certificateholders as their names and addresses appear in the Register.
                  Section 7.8 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There
shall at all times be a Pass-Through Trustee hereunder which (a) shall be, at
any time that the Certificates shall be subject to the Trust Indenture Act, a
Person eligible to act as a trustee under Section 310(a) of the Trust Indenture
Act and (b) shall be a corporation organized and doing business under the laws
of the United States of America or of any state, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $100,000,000, and subject to

                                       30

<PAGE>


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 the aforesaid supervising or examining authority, then for
the purposes of this Section, 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. If at any time the
Pass-Through Trustee shall cease to be eligible in accordance with the
provisions of clause (a) of this Section at a time when it is required to be
so qualified, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.
                  Section 7.9 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
(a) No resignation or removal of the Pass-Through Trustee and no appointment of
a successor Pass-Through Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Pass-Through Trustee under
Section 7.10.
                  (b) The Pass-Through Trustee may resign at any time by giving
written notice thereof to the Company, the Authorized Agents, the Owner Trusts,
the Owner Participants and the Lease Indenture Trustees. If an instrument of
acceptance by a successor Pass-Through Trustee shall not have been delivered to
the Company, the Owner Trusts, the Owner Participants and the Lease Indenture
Trustees within 30 days after the giving of such notice of resignation, the
resigning Pass-Through Trustee may petition any court of competent jurisdiction
for the appointment of a successor Pass-Through Trustee.
                  (c) The Pass-Through Trustee may be removed at any time by Act
of the Holders holding Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Pass-Through Trust
delivered to the Pass-Through Trustee and to the Company, the Owner Trusts and
the Lease Indenture Trustees.
                  (d) If at any time:
                  (1) the Pass-Through Trustee fails to, at any time that the
         Certificates shall be subject to the Trust Indenture Act, comply with
         the requirements of Section 310 of the Trust Indenture Act after
         written request for such compliance by a Certificateholder that has
         been a bona fide Certificateholder for at least six months; or
                  (2) the Pass-Through Trustee shall cease to be eligible under
         Section 7.8 and shall fail to resign after written request therefor by
         the Company (or, following the occurrence of a Lease Event of Default,
         the applicable Owner Trust) or by any such Certificateholder; or
                  (3) the Pass-Through Trustee shall become incapable of acting
         or shall be adjudged bankrupt or insolvent or a receiver of the
         Pass-Through Trustee or of its property shall be appointed or any
         public officer shall take charge or control of the Pass-Through Trustee
         or of its property or affairs for the purpose of rehabilitation,
         conservation or liquidation;
then, in any case, (i) the Company (or, following the occurrence of a Lease
Event of Default, the applicable Owner Trust) may remove the Pass-Through
Trustee or (ii) subject to Section 6.6, any Certificateholder who has been a
bona fide Holder of a Certificate for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Pass-Through Trustee and the appointment of
a successor Pass-Through Trustee.
                  (e) If a Responsible Officer of the Pass-Through Trustee shall
obtain Actual Knowledge of an Avoidable Tax (as hereinafter defined) which has
been or is likely to be asserted, the Pass-Through Trustee shall promptly notify
the Company and the Owner Trust

                                      31

<PAGE>


thereof and shall, within 30 days of such notification, resign hereunder
unless within such 30-day period the Pass-Through Trustee shall have received
notice that the Company or the Owner Trusts have agreed to pay such tax. The
Company shall promptly appoint a successor Pass-Through Trustee in a
jurisdiction where there are no Avoidable Taxes. As used herein an Avoidable
Tax means a state or local tax: (i) upon (w) the Pass-Through Trust, (x) the
Trust Property, (y) Holders of the Certificates or (z) the Pass-Through
Trustee for which the Pass-Through Trustee is entitled to seek reimbursement
from the Trust Property, and (ii) that would be avoided if the Pass-Through
Trustee were located in another state, or jurisdiction within a state, within
the United States. A tax shall not be an Avoidable Tax if the Company or the
Owner Trusts shall agree to pay, and shall pay, such tax.
                  (f) If the Pass-Through Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Pass-Through Trustee for any cause, the Company (or, following the occurrence of
a Lease Event of Default, the applicable Owner Trust) shall promptly appoint a
successor Pass-Through Trustee. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor
Pass-Through Trustee shall be appointed by Act of the Holders holding
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the Pass-Through Trust, delivered to the Company, the
Owner Trusts, the Owner Participants, the Lease Indenture Trustees and the
retiring Pass-Through Trustee, the successor Pass-Through Trustee so appointed
shall, forthwith upon its acceptance of such appointment, become the successor
Pass-Through Trustee and supersede the successor Pass-Through Trustee appointed
as provided above. If no successor Pass-Through Trustee shall have been so
appointed as provided above and accepted appointment in the manner hereinafter
provided, any Certificateholder who has been a bona fide Holder of a Certificate
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Pass-Through Trustee.
                  (g) The successor Pass-Through Trustee shall give notice of
the resignation and removal of the Pass-Through Trustee and appointment of the
successor Pass-Through Trustee by mailing written notice of such event by
first-class mail, postage prepaid, to the Holders of Certificates as their names
and addresses appear in the Register. Each notice shall include the name of such
successor trustee and the address of its Corporate Trust Office.
                  Section 7.10 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. Every
successor Pass-Through Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company, the Owner Trusts and to the retiring Pass-Through
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Pass-Through Trustee shall become effective and such
successor Pass-Through Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Pass-Through Trustee; but, on request of the Company (or, following the
occurrence of a Lease Event of Default, the applicable Owner Trust) to the
successor Pass-Through Trustee, such retiring Pass-Through Trustee shall execute
and deliver an instrument transferring to such successor Pass-Through Trustee
all the rights, powers and trusts of the retiring Pass-Through Trustee and shall
duly assign, transfer and deliver to such successor Pass-Through Trustee all
property and money held by such retiring Pass-Through Trustee hereunder, subject
nevertheless to its lien, if any, provided for in Section 7.7. Upon request of
any such successor Pass-Through Trustee, the Company, the Owner Trusts, the
retiring Pass-Through Trustee and such successor Pass-Through Trustee shall
execute and deliver any and all instruments containing such

                                       32

<PAGE>

provisions as shall be necessary or desirable to transfer and confirm to, and
for more fully and certainly vesting in, such successor Pass-Through Trustee
all such rights, powers and trusts.
                  No successor Pass-Through Trustee shall accept its appointment
unless at the time of such acceptance such successor Pass-Through Trustee shall
be qualified and eligible under this Article.
                  Section 7.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. Any corporation into which the Pass-Through 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 Pass-Through Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Pass-Through Trustee, shall be the successor
of the Pass-Through Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Certificates shall have been authenticated, but not delivered, by
the Pass-Through Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Pass-Through Trustee may adopt such
authentication and deliver the Certificates so authenticated with the same
effect as if such successor Pass-Through Trustee had itself authenticated such
Certificates.
                  Section 7.12 MAINTENANCE OF AGENCIES. (a) There shall at all
times be maintained in the Borough of Manhattan, the City of New York, an office
or agency where Certificates may be presented or surrendered for registration of
transfer or for exchange, and for payment thereof and where notices and demands
to or upon the Pass-Through Trustee in respect of the Certificates or of this
Pass-Through Trust Agreement may be served. Such office or agency shall be
initially at 114 West 47th Street, New York, New York 10036. Written notice of
the location of each such other office or agency and of any change of location
thereof shall be given by the Pass-Through Trustee to the Company, the Owner
Trusts, the Owner Participants, the Lease Indenture Trustees and the
Certificateholders. In the event that no such office or agency shall be
maintained or no such notice of location or of change of location shall be
given, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Pass-Through Trustee.
                  (b) There shall at all times be a Registrar and a Paying Agent
hereunder. Each such Authorized Agent shall be a bank or trust company, shall be
a corporation organized and doing business under the laws of the United States
or any state, with a combined capital and surplus of at least $100,000,000, and
shall be authorized under such laws to exercise corporate trust powers, subject
to supervision by Federal or state authorities. The Pass-Through Trustee shall
initially be the Paying Agent and, as provided in Section 3.4, Registrar
hereunder. Each Registrar shall furnish to the Pass-Through Trustee, at stated
intervals of not more than six months, and at such other times as the
Pass-Through Trustee may request in writing, a copy of the Register.
                  (c) Any corporation into which any Authorized Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any Authorized
Agent shall be a party, or any corporation succeeding to the corporate trust
business of any Authorized Agent, shall be the successor of such Authorized
Agent hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or such Authorized Agent or such successor
corporation.

                                       33

<PAGE>

                  (d) Any Authorized Agent may at any time resign by giving
written notice of resignation to the Pass-Through Trustee, the Company, the
Owner Trusts, the Owner Participants and the Lease Indenture Trustees. The
Company (or, following the occurrence of a Lease Event of Default, the
applicable Owner Trust) may, and at the request of the Pass-Through Trustee
shall, at any time terminate the agency of any Authorized Agent by giving
written notice of termination to such Authorized Agent and to the Pass-Through
Trustee. Upon the resignation or termination of an Authorized Agent or in case
at any time any such Authorized Agent shall cease to be eligible under this
Section (when, in either case, no other Authorized Agent performing the
functions of such Authorized Agent shall have been appointed), the Company (or,
following the occurrence of a Lease Event of Default, the applicable Owner
Trust) shall promptly appoint one or more qualified successor Authorized Agents
reasonably satisfactory to the Pass-Through Trustee, to perform the functions of
the Authorized Agent which has resigned or whose agency has been terminated or
who shall have ceased to be eligible under this Section. The Company (or,
following the occurrence of a Lease Event of Default, the applicable Owner
Trust) shall give written notice of any such appointment made by it to the
Pass-Through Trustee, the Company, the Owner Trusts and the Lease Indenture
Trustees; and in each case the Pass-Through Trustee shall mail notice of such
appointment to all Holders as their names and addresses appear on the Register.
                  (e) The Company agrees to pay, or cause to be paid, from time
to time to each Authorized Agent the compensation as set forth in the schedule
agreed to by each Authorized Agent and the Company for its services and to
reimburse it for its reasonable expenses.
                  Section 7.13 MONEY FOR CERTIFICATE PAYMENTS TO BE HELD IN
TRUST. All moneys deposited with any Paying Agent for the purpose of any payment
on Certificates shall be deposited and held in trust for the benefit of the
Holders of the Certificates entitled to such payment, subject to the provisions
of this Section. Moneys so deposited and held in trust shall constitute a
separate trust fund for the benefit of the Holders of the Certificates with
respect to which such money was deposited.
                  The Pass-Through Trustee will cause each Paying Agent other
than the Pass-Through Trustee to execute and deliver to it an instrument in
which such Paying Agent shall agree with the Pass-Through Trustee, subject to
the provisions of this Section, that such Paying Agent will
                  (1) hold all sums held by it for payments on Certificates in
         trust for the benefit of the Persons entitled thereto until such sums
         shall be paid to such Persons or otherwise disposed of as herein
         provided;
                  (2) give the Pass-Through Trustee notice in writing of any
         default by any obligor upon the Certificates in the making of any such
         payment; and
                  (3) at any time during the continuance of any such default,
         upon the written request of the Pass-Through Trustee, forthwith pay to
         the Pass-Through Trustee all sums so held in trust by such Paying
         Agent.
                  The Pass-Through Trustee may at any time, for the purpose of
obtaining the satisfaction and discharge of this Pass-Through Trust Agreement or
for any other purpose, direct any Paying Agent to pay to the Pass-Through
Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Pass-Through Trustee upon the same trusts as those upon which such sums were
held by such Paying Agent; and, upon such payment by any Paying Agent to the
Pass-Through Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

                                       34

<PAGE>

                  Section 7.14 REGISTRATION OF LESSOR NOTES IN PASS-THROUGH
TRUSTEE'S NAME. The Pass-Through Trustee agrees that all Lessor Notes and
Permitted Government Investments, if any, shall be issued in the name of the
Pass-Through Trustee or its nominee and held by the Pass-Through Trustee, or, if
not so held, the Pass-Through Trustee or its nominee shall be reflected as the
owner of such Lessor Notes or Permitted Government Investments, as the case may
be, in the register of the issuer of such Lessor Notes or Permitted Government
Investments under the applicable provisions of the Uniform Commercial Code in
effect where the Pass-Through Trustee holds such Lessor Notes or Permitted
Government Investments, or other applicable law then in effect.
                  Section 7.15 WITHHOLDING TAXES; INFORMATION REPORTING. The
Pass-Through Trustee, as trustee of a grantor trust, shall exclude and withhold
from each distribution of principal, premium, if any, and interest and other
amounts due hereunder or under the Certificates any and all withholding taxes
applicable thereto as required by law. The Pass-Through Trustee agrees (i) to
act as such withholding agent and, in connection therewith, whenever any present
or future taxes or similar charges are required to be withheld with respect to
any amounts payable in respect of the Certificates, to withhold such amounts and
timely pay the same to the appropriate authority in the name of and on behalf of
the Holders of the Certificates, (ii) to file any necessary withholding tax
returns or statements when due, and (iii) as promptly as possible after the
payment thereof, to deliver to each Holder of a Certificate appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Holders may reasonably request from time to time.
The Pass-Through Trustee agrees to file any other information reports as it may
be required to file under United States law. Any amounts withheld and paid to a
relevant taxing authority pursuant to this Section 7.15 shall be deemed to have
been paid to the related Certificateholders for all purposes under the Operative
Documents.
                  Section 7.16 PASS-THROUGH TRUSTEE'S LIENS. The Pass-Through
Trustee, in its individual capacity, agrees that it will at its own cost and
expense promptly take any action as may be necessary to duly discharge and
satisfy in full any mortgage, pledge, lien, charge, encumbrance, security
interest or claim on or with respect to the Trust Property which is either (i)
attributable to the Pass-Through Trustee in its individual capacity and which is
unrelated to the transactions contemplated by this Pass-Through Trust Agreement
or any other applicable Lease Financing Document, or (ii) which is attributable
to the Pass-Through Trustee as trustee hereunder or in its individual capacity
and which arise out of acts or omissions which are prohibited by this
Pass-Through Trust Agreement.
                  Section 7.17 PREFERENTIAL COLLECTION OF CLAIMS. The
Pass-Through Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. If the Pass-Through Trustee shall resign or be removed as
Pass-Through Trustee, it shall be subject to Section 311(a) of the Trust
Indenture Act to the extent provided therein.

                                  ARTICLE VIII

                      CERTIFICATEHOLDERS' LISTS AND REPORTS

                  Section 8.1 THE COMPANY TO FURNISH PASS-THROUGH TRUSTEE WITH
NAMES AND ADDRESSES OF CERTIFICATEHOLDERS. The Company will furnish to the
Pass-Through Trustee within 15 days after each Record Date with respect to a
Scheduled Payment, and at such other times as


                                       35

<PAGE>

the Pass-Through Trustee may request in writing, a list, in such form as the
Pass-Through Trustee may reasonably require, of all information in the
possession or control of the Company as to the names and addresses of the
Holders of Certificates, in each case as of a date not more than 15 days
prior to the time such list is furnished; PROVIDED, HOWEVER, that so long as
the Pass-Through Trustee is the sole Registrar, no such list need be
furnished; and PROVIDED, FURTHER, HOWEVER, that no such list need be
furnished for so long as a copy of the Register is being furnished to the
Pass-Through Trustee pursuant to Section 7.12(b).
                  Section 8.2 PRESERVATION OF INFORMATION. The Pass-Through
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders of Certificates contained in the most recent list
furnished to the Pass-Through Trustee as provided in Section 7.12(b) or Section
8.1, as the case may be, and the names and addresses of Holders of Certificates
received by the Pass-Through Trustee in its capacity as Registrar, if so acting.
The Pass-Through Trustee may destroy any list furnished to it as provided in
Section 7.12(b) or Section 8.1, as the case may be, upon receipt of a new list
so furnished.
                  Section 8.3 RECORDS BY THE COMPANY. The Company shall, at any
time that the Certificates shall be subject to the Trust Indenture Act, comply
with Section 314 of the Trust Indenture Act and shall file, furnish and deliver
the reports, information, documents, certificates and opinions required
thereunder, and, at any time that the Certificates shall be subject to the Trust
Indenture Act, acknowledges and agrees that, for purposes of Section 314 of the
Trust Indenture Act, the Company shall be considered to be the "obligor" upon
the Certificates. Without limiting the generality of the foregoing, at any time
that the Certificates shall be subject to the Trust Indenture Act, the Company
shall deliver to the Pass-Through Trustee the annual certificate required under
clause (4) of Section 314(a) of the Trust Indenture Act within 120 days
following the end of each fiscal year of the Company ending after the date
hereof. The provisions of this Section shall not be construed to impose any
obligation or liability on the Company to pay any of the principal, premium, if
any, or interest in respect of the Lessor Notes or the Certificates.
                  Section 8.4 REPORTS BY THE PASS-THROUGH TRUSTEE. On or before
each May 15, the Pass-Through Trustee shall, at any time that the Certificates
shall be subject to the Trust Indenture Act, transmit, in the manner and to the
extent required by Section 313(c) of the Trust Indenture Act, any report
required by Section 313(a) of the Trust Indenture Act to be transmitted by the
Pass-Through Trustee to the Certificateholders.

                                   ARTICLE IX

                          SUPPLEMENTAL TRUST AGREEMENTS

                  Section 9.1 SUPPLEMENTAL TRUST AGREEMENT WITHOUT CONSENT OF
CERTIFICATEHOLDER. Without the consent of the Holder of any Certificates, the
Company may, and the Pass-Through Trustee, at the Company's direction (subject
to Section 9.3) shall, at any time and from time to time enter into one or more
agreements supplemental hereto or, if applicable, to the Registration Rights
Agreement, in form satisfactory to the Pass-Through Trustee, for any of the
following purposes:
                  (1) to evidence the succession of another corporation to the
         Company and the assumption by any such successor of the obligations of
         the Company herein contained or of the Company's obligations under the
         Registration Rights Agreement;


                                       36


<PAGE>


                  (2) to add to the covenants of the Company, for the protection
         of the Holders of the Certificates in this Agreement or the
         Registration Rights Agreement;
                  (3) to surrender any right or power herein conferred upon the
         Company in this Agreement or in the Registration Rights Agreement;
                  (4) to cure any ambiguity, to correct or supplement any
         provision in this Agreement or in the Registration Rights Agreement
         which may be defective or inconsistent with any other provision herein
         or to make any other provisions with respect to matters or questions
         arising under this Pass-Through Trust Agreement; PROVIDED that any such
         action will not adversely affect the interests of the Holders of the
         Certificates;
                  (5) to correct or amplify the description of property that
         constitutes Trust Property or the conveyance of such property to the
         Pass-Through Trustee;
                  (6) to evidence and provide for a successor Pass-Through
                  Trustee;
                  (7) at any time that the Certificates shall be subject to
                  the Trust Indenture Act, to
         modify, eliminate or add to the provisions of this Pass-Through Trust
         Agreement to the extent as shall be necessary to qualify this
         Pass-Through Trust Agreement (including any supplemental agreement)
         under the Trust Indenture Act or under any similar Federal statute
         hereafter enacted, or to add to this Pass-Through Trust Agreement such
         other provisions as may be expressly permitted by the Trust Indenture
         Act, excluding, however, the provisions referred to in Section
         316(a)(2) of the Trust Indenture Act as in effect at the date as of
         which this instrument was executed or any corresponding provision in
         any similar Federal statute hereafter enacted; the interests of the
         Certificateholders;
                  (8) to modify, amend or supplement any provision herein to
         reflect changes relating to (i) the conversion of an Owner Trust from a
         Delaware business trust to a Delaware limited liability company or (ii)
         the assumption and substitution of any Lessor Note pursuant to Section
         2.10 or Section 2.12 of a Lease Indenture;
                  (9) to add, eliminate, or change any provision under this
         Pass-Through Trust Agreement that will not adversely affect the
         interests of the Certificateholders;
                  (10) to comply with any requirement of the Commission, any
         applicable law, rules or regulations of any exchange or quotation
         system on which the Certificates are listed, any regulatory body or the
         Registration Rights Agreement to effectuate the Exchange Offer; or

                  (11) to modify or eliminate provisions relating to the
         transfer or exchange of Exchange Certificates or the Initial
         Certificates upon consummation of the Exchange Offer (as defined in the
         Registration Rights Agreement) or effectiveness of the Shelf
         Registration Statement or the Exchange Offer Registration Statement;

PROVIDED that in each case such supplemental agreement does not cause the
Pass-Through Trust to become taxable as an "association" within the meaning of
Treasury Regulation Section 301.7701-2 or to be taxable as other than a "trust"
within the meaning of Treasury Regulation 301.7701.
                  Section 9.2 SUPPLEMENTAL TRUST AGREEMENTS WITH CONSENT OF
CERTIFICATEHOLDERS. With the consent of the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
of the Fractional Undivided Interests evidenced by all Certificates at the time
Outstanding (determined as provided in Section 1.4(c)), by Act of said Holders
delivered to the Company and the Pass-Through Trustee, the

                                       37

<PAGE>


Company may (with the consent of the Owner Trusts, such consent not to be
unreasonably withheld), and the Pass-Through Trustee (subject to Section 9.3)
shall, enter into an agreement or agreements supplemental hereto to this
Agreement or the Registration Rights Agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Pass-Through Trust Agreement or the Registration Rights Agreement or
of modifying in any manner the rights and obligations of the Holders of the
Certificates under this Pass-Through Trust Agreement or the Registration
Rights Agreement; PROVIDED, HOWEVER, that no such supplemental agreement
shall, without the consent of the Holder of each Outstanding Certificate
affected thereby:
                  (1) reduce in any manner the amount of, or delay the timing
         of, any receipt by the Pass-Through Trustee of payments on the Lessor
         Notes held in the Pass-Through Trust, or distributions that are
         required to be made herein on any Certificate of such Pass-Through
         Trust, or change any date of payment on any such Certificate, or change
         the place of payment where, or the coin or currency in which, any such
         Certificate is payable, or impair the right of any Holder of any such
         Certificate to institute suit for the enforcement of any such payment
         or distribution on or after the Distribution Date or Special
         Distribution Date applicable thereto; or
                  (2) except as provided in this Pass-Through Trust Agreement,
         permit the disposition of any Lessor Note in the Trust Property, or
         permit the creation of any lien on the Trust Property, or otherwise
         deprive any Certificateholder of the benefit of the ownership of the
         Lessor Notes held in the Pass-Through Trust or the lien of the related
         Lease Indenture; or
                  (3) reduce the percentage of the aggregate Fractional
         Undivided Interests which is required to approve any such supplemental
         agreement, or reduce such percentage required for any waiver provided
         for in this Pass-Through Trust Agreement; or
                  (4) cause the Pass-Through Trust to become taxable as an
         "association", within the meaning of Treasury Regulation Section
         301.7701-2 or to be taxable as other than a "fixed investment trust"
         within the meaning of Treasury Regulation 301.7701.
                  It shall not be necessary for any Act of Certificateholders
under this Section to approve the particular form of any proposed supplemental
agreement, but it shall be sufficient if such Act shall approve the substance
thereof.
                  Section 9.3 DOCUMENTS AFFECTING IMMUNITY OR INDEMNITY. If in
the reasonable belief of the Pass-Through Trustee any document required to be
executed by it pursuant to the terms of Section 9.1 or 9.2 affects any interest,
right, duty, immunity or indemnity in favor of the Pass-Through Trustee under
this Pass-Through Trust Agreement, the Pass-Through Trustee may in its
discretion decline to execute such document.
                  Section 9.4 EXECUTION OF SUPPLEMENTAL TRUST AGREEMENTS. In
executing, or accepting the additional trusts created by, any supplemental
agreement permitted by this Article or the modifications thereby of the trusts
created by this Pass-Through Trust Agreement, the Pass-Through Trustee shall be
entitled to receive, and (subject to Section 7.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Pass-Through Trust
Agreement.
                  Section 9.5 EFFECT OF SUPPLEMENTAL TRUST AGREEMENTS. Upon the
execution of any supplemental agreement under this Article, this Pass-Through
Trust Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this

                                       38

<PAGE>


Pass-Through Trust Agreement for all purposes; and every Holder of
Certificates theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.
                  Section 9.6 REFERENCE IN CERTIFICATES TO SUPPLEMENTAL TRUST
AGREEMENTS. Certificates authenticated and delivered after the execution of any
supplemental agreement pursuant to this Article may bear a notation in form
approved by the Pass-Through Trustee as to any matter provided for in such
supplemental agreement; and, in such case, suitable notation may be made upon
Outstanding Certificates after proper presentation and demand.


                                    ARTICLE X

       AMENDMENTS TO LEASE INDENTURES AND OTHER LEASE FINANCING DOCUMENTS

                  Section 10.1 AMENDMENTS AND SUPPLEMENTS TO LEASE INDENTURE AND
OTHER LEASE FINANCING DOCUMENTS. In the event that the Pass-Through Trustee, as
holder of any Lessor Note in trust for the benefit of the Certificateholders,
receives a request for a consent to any amendment, modification, waiver or
supplement under any Lease Indenture or other Lessor Note Document that requires
the consent of the holder of such Lessor Note, the Pass-Through Trustee shall
forthwith send a notice of such proposed amendment, modification, waiver or
supplement to each Certificateholder registered on the Register as of such date.
Any such notice shall describe the proposed amendment, modification, waiver or
supplement (or attach a copy thereof). The Pass-Through Trustee shall request
from the Certificateholders Directions as to (i) whether or not to direct the
applicable Lease Indenture Trustee to take or refrain from taking any action
which a holder of such Lessor Note has the option to direct, (ii) whether or not
to give or execute any waivers, consents, amendments, modifications or
supplements as a holder of such Lessor Note and (iii) how to vote any Lessor
Note if a vote has been called for with respect thereto. Any such request shall
specify a date by which Certificateholders are requested to respond. Provided
such a request for Certificateholder Direction shall have been made, in
directing any action or casting any vote or giving any consent as the holder of
any Lessor Note, the Pass-Through Trustee shall vote or consent with respect to
such Lessor Note in the same proportion as the Certificates were actually voted
by Acts of Holders delivered to the Pass-Through Trustee prior to two Business
Days before the Pass-Through Trustee directs such action or casts such vote or
gives such consent. Notwithstanding the foregoing, but subject to Section 6.4,
in the case that an Event of Default hereunder shall have occurred and be
continuing, the Pass-Through Trustee may, in its own discretion and at its own
direction, consent and notify the Lease Indenture Trustees of such consent to
any amendment, modification, waiver or supplement under the applicable Lease
Indenture or other Lessor Note Document.
                  With respect to consents, approvals, waivers and
authorizations which under the terms of Section 6 of a Lease Indenture may be
given by the applicable Lease Indenture Trustee without the necessity of the
consent of any of the holders of Lessor Notes, no consent, approval, waiver or
authorization shall be required hereunder on the part of the Pass-Through
Trustee or the Certificateholders.

                                       39

<PAGE>


                                   ARTICLE XI

                        TERMINATION OF PASS-THROUGH TRUST

                  Section 11.1      TERMINATION OF THE PASS-THROUGH TRUST.  The
respective obligations and responsibilities of the Company and the Pass-Through
Trustee created hereby and the Pass-Through Trust created hereby shall terminate
upon the distribution to all Certificateholders of all amounts required to be
distributed to them pursuant to this Pass-Through Trust Agreement and the
disposition of all property held as part of the Trust Property; PROVIDED,
HOWEVER, that if and to the extent that any of the options, rights and
privileges granted under this Pass-Through Trust Agreement, would, in the
absence of the limitation imposed by this sentence, be invalid or unenforceable
as being in violation of the rule against perpetuities or any other rule or law
relating to the vesting of interest in property or the suspension of the power
of alienation of property, then it is agreed that notwithstanding any other
provision of this Pass-Through Trust Agreement, such options, rights and
privileges, subject to the respective conditions hereof governing the exercise
of such options, rights and privileges, will be exercisable only during (a) the
longer of (i) a period which will end twenty-one (21) years after the death of
the last survivor of the descendants living on the date of the execution of this
Pass-Through Trust Agreement of the following Presidents of the United States:
Franklin D. Roosevelt, Harry S. Truman, Dwight D. Eisenhower, John F. Kennedy,
Lyndon B. Johnson, Richard M. Nixon, Gerald R. Ford, James E. Carter, Ronald W.
Reagan, George H. W. Bush and William J. Clinton or (ii) the period provided
under the Uniform Statutory Rule Against Perpetuities or (b) the specific
applicable period of time expressed in this Pass-Through Trust Agreement,
whichever of (a) or (b) is shorter.

                  Notice of any termination, specifying the Distribution Date
(or Special Distribution Date, as the case may be) upon which the
Certificateholders may surrender their Certificates to the Pass-Through Trustee
for payment of the final distribution and cancellation (at maturity, redemption
or otherwise), shall be mailed promptly by the Pass-Through Trustee to
Certificateholders not earlier than the 60th day and not later than the 20th day
next preceding such final distribution specifying (A) the Distribution Date (or
Special Distribution Date, as the case may be) upon which final payment of the
Certificates will be made upon presentation and surrender of Certificates at the
office or agency of the Pass-Through Trustee therein specified, (B) the amount
of any such final payment, and (C) that the Record Date otherwise applicable to
such Distribution Date (or Special Distribution Date, as the case may be) is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Pass-Through Trustee therein
specified. The Pass-Through Trustee shall give such notice to the Registrar at
the time such notice is given to Certificateholders. Upon presentation and
surrender of the Certificates, the Pass-Through Trustee shall cause to be
distributed to Certificateholders amounts distributable on such Distribution
Date or Special Distribution Date, as the case may be, pursuant to Section 4.2.
                  In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Pass-Through Trustee shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. In the event that any money held by the Pass-Through Trustee
for the payment of distributions on the Certificates shall remain unclaimed for
two years (or such lesser time as the Pass-Through Trustee shall be satisfied,
after sixty days' notice from the Company, is one month

                                       40

<PAGE>


prior to the escheat period provided under applicable law) after the final
distribution date with respect thereto, the Pass-Through Trustee shall pay to
the Lease Indenture Trustees the appropriate amount of money relating to such
Lease Indenture Trustees and shall give written notice thereof to the Owner
Trusts, the Owner Participants and the Company.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                  Section 12.1 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The
death or incapacity of any Certificateholder shall not operate to terminate this
Pass-Through Trust Agreement or the Pass-Through Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Pass-Through Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
                  Section 12.2 CERTIFICATES NONASSESSABLE AND FULLY PAID.
Certificateholders shall not be personally liable for obligations of the
Pass-Through Trust, the Fractional Undivided Interests represented by the
Certificates shall be nonassessable for any losses or expenses of the
Pass-Through Trust or for any reason whatsoever, and Certificates upon
authentication thereof by the Pass-Through Trustee pursuant to Section 3.2 are
and shall be deemed fully paid. No Certificateholder shall have any right
(except as expressly provided herein) to vote or in any manner otherwise control
the operation and management of the Trust Property, the Pass-Through Trust
established hereunder, or the obligations of the parties hereto, nor shall
anything set forth herein, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association.
                  Section 12.3 NOTICE. Unless otherwise expressly specified or
permitted by the terms hereof, all communications and notices provided for
herein shall be in writing or by a telecommunications device capable of creating
a written record, and any such notice shall become effective (a) upon personal
delivery thereof, including, without limitation, by overnight mail or courier
service, (b) in the case of notice by United States mail, certified or
registered, postage prepaid, return receipt requested, upon receipt thereof, or
(c) in the case of notice by such a telecommunications device, upon transmission
thereof, provided such transmission is promptly confirmed by either of the
methods set forth in clauses (a) or (b) above, in each case addressed to each
party at the address for such party provided in Section 18.5 of the related
Participation Agreement or at such other address as such party may from time to
time designate by written notice to each of the other parties hereto. A copy of
all notices provided for herein shall be sent by the party giving such notice to
each of the other parties hereto.
                  Section 12.4 GOVERNING LAW.  THIS PASS-THROUGH TRUST
AGREEMENT, THE CERTIFICATES AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER
AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
                  Section 12.5 SEVERABILITY OF PROVISIONS. If any one or more of
the covenants, agreements, provisions or terms of this Pass-Through Trust
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Pass-Through Trust Agreement
and shall in no way affect the validity or enforceability of the other
provisions

                                       41

<PAGE>

of this Pass-Through Trust Agreement or the Pass-Through Trust, or of the
Certificates or the rights of the Holders thereof.
                  Section 12.6. TRUST INDENTURE ACT CONTROLS. Upon the
declaration by the Commission of the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration Statement, this Agreement shall
become subject to the provisions of the Trust Indenture Act and shall, to the
extent applicable, be governed by such provisions. From and after the
declaration by the Commission of the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration Statement, if any provision of
this Agreement limits, qualifies or conflicts with another provision which is
required to be included in this Agreement by the Trust Indenture Act, the
required provision shall control.
                  Section 12.7 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article, Section and subsection headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.
                  Section 12.8 SUCCESSORS AND ASSIGNS. All covenants,
agreements, representations and warranties in this Pass-Through Trust Agreement
by the Pass-Through Trustee and the Company shall bind and, to the extent
permitted hereby, shall inure to the benefit of and be enforceable by their
respective successors and assigns, whether so expressed or not.
                  Section 12.9 BENEFITS OF PASS-THROUGH TRUST AGREEMENT. Nothing
in this Pass-Through Trust Agreement or in the Certificates, express or implied,
shall give to any person, other than the Company, the Pass-Through Trustee, the
Owner Trusts, the Owner Participants and the Lease Indenture Trustees, and their
respective successors, and the Holders of Certificates, any benefit or any legal
or equitable right, remedy or claim under this Pass-Through Trust Agreement.
                  Section 12.10 LEGAL HOLIDAYS. In any case where any
Distribution Date or Special Distribution Date relating to any Certificate shall
not be a Business Day, then (notwithstanding any other provision of this
Pass-Through Trust Agreement) payment 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 such Distribution Date or Special Distribution Date and (provided that
such payment is made on such next succeeding Business Day) no interest shall
accrue during the intervening period.
                  Section 12.11 COUNTERPARTS. For the purpose of facilitating
the execution of this Pass-Through Trust Agreement and for other purposes, this
Pass-Through Trust Agreement may be executed simultaneously in any number of
counterparts and by the separate parties hereto on separate counterparts, each
of which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same instrument.


                                       42

<PAGE>




                  IN WITNESS WHEREOF, the Company and the Pass-Through Trustee
have caused this Pass-Through Trust Agreement to be duly executed by their
respective officers and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
                                        MIDWEST GENERATION, LLC
                                        By: /s/ Gary Garcia
                                           ------------------------------
                                        Name:    Gary Garcia
                                        Title: Vice President & Treasurer


                                        UNITED STATES TRUST COMPANY
                                        OF NEW YORK,
                                          As Pass-Through Trustee
                                        By:   /s/  Christopher J. Grell
                                           ------------------------------
                                        Name:    Christopher J. Grell
                                        Title:   Assistant Vice President


                                       43

<PAGE>



                                                                      SCHEDULE 1


                             PARTICIPATION AGREEMENT
                  The Participation Agreements providing for the Lease
Transactions to be partially financed by the purchase of Lessor Notes hereunder,
and the parties thereto, are as follows:
Participation Agreement (T1) dated as of August 17, 2000, among Midwest
Generation, LLC, a limited liability company organized under the law of the
State of Delaware, Powerton Trust I, a Delaware business trust created for
the benefit of Powerton Generation I LLC, Wilmington Trust Company, a banking
corporation organized and existing under the laws of the State of Delaware,
not in its individual capacity, except as expressly provided therein, but
solely as trustee under a Trust Agreement, Powerton Generation I LLC, a
Delaware limited liability company, Edison Mission Energy, a corporation
organized under the laws of the State of California, United States Trust
Company of New York not in its individual capacity, except as expressly
provided therein, but solely as trustee under a Lease Indenture and United
States Trust Company of New York, not in its individual capacity, except as
expressly provided therein, but solely as trustee under each of the
Pass-Through Trust Agreements.
Participation Agreement (T2) dated as of August 17, 2000, among Midwest
Generation, LLC, a limited liability company organized under the law of the
State of Delaware, Powerton Trust II, a Delaware business trust created for
the benefit of Powerton Generation II LLC, Wilmington Trust Company, a
banking corporation organized and existing under the laws of the State of
Delaware, not in its individual capacity, except as expressly provided
therein, but solely as trustee under a Trust Agreement, Powerton Generation
II LLC, a Delaware limited liability company, Edison Mission Energy, a
corporation organized under the laws of the State of California, United
States Trust Company of New York, not in its individual capacity, except as
expressly provided therein, but solely as trustee under a Lease Indenture and
United States Trust Company of New York, not in its individual capacity,
except as expressly provided therein, but solely as trustee under each of the
Pass-Through Trust Agreements.
Participation Agreement (T1) dated as of August 17, 2000, among Midwest
Generation, LLC, a limited liability company organized under the law of the
State of Delaware, Joliet Trust I, a Delaware business trust created for the
benefit of Joliet Generation I LLC, Wilmington Trust Company, a banking
corporation organized and existing under the laws of the State of Delaware,
not in its individual capacity, except as expressly provided therein, but
solely as trustee under a Trust Agreement, Joliet Generation I LLC, a
Delaware limited liability company, Edison Mission Energy, a corporation
organized under the laws of the State of California, United States Trust
Company of New York, not in its individual capacity, except as expressly
provided therein, but solely as trustee under a Lease Indenture and United
States Trust Company of New York, not in its individual capacity, except as
expressly provided therein, but solely as trustee under each of the
Pass-Through Trust Agreements.
Participation Agreement (T2) dated as of August 17, 2000, among Midwest
Generation, LLC, a limited liability company organized under the law of the
State of Delaware, Joliet Trust II, a Delaware business trust created for the
benefit of Joliet Generation II LLC, Wilmington Trust Company, a banking
corporation organized and existing under the laws of the State of Delaware,
not in its individual capacity, except as expressly provided therein, but
solely as trustee under a Trust Agreement, Joliet Generation II LLC, a
Delaware limited liability company, Edison Mission Energy, a corporation
organized under the laws of the State of California, United States Trust
Company of New York, not in its individual capacity, except as expressly
provided therein,

                                       2

<PAGE>

but solely as trustee under a Lease Indenture and United States Trust Company
of New York, not in its individual capacity, except as expressly provided
therein, but solely as trustee under each of the Pass-Through Trust
Agreements.

<PAGE>


                                                                       EXHIBIT A
                               FORM OF CERTIFICATE
               [Legend if Certificate is a Restricted Certificate]
                            [non-registration legend]
                  THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") AND UNDER APPLICABLE STATE SECURITIES
LAWS, AND THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS
CERTIFICATE 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 CERTIFICATE AGREES FOR THE BENEFIT OF
MIDWEST GENERATION, LLC (THE "COMPANY") THAT (A) THIS CERTIFICATE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS FOR RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) 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 CERTIFICATE FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.

                  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. [THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]

                          [registration rights legend]
                  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, WILL BE
DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS
AGREEMENT DATED AUGUST 17, 2000, AMONG THE COMPANY, EDISON MISSION ENERGY AND
THE INITIAL PURCHASERS OF THIS CERTIFICATE.


                                       A-1

<PAGE>



                               MIDWEST GENERATION
                           SERIES B PASS-THROUGH TRUST
                               8.56% Pass-Through
                              Certificate, Series B
                                     CUSIP:
                                      ISIN:
                    Final Distribution Date: January 2, 2016
           evidencing a fractional undivided interest in a trust, the
           property of which includes certain notes secured by certain
                   property leased to Midwest Generation, LLC


Certificate No.  ______             $ ____________ Fractional Undivided Interest
                  THIS CERTIFIES THAT ___________________, for value received,
is the registered owner of a $ ___________________ (___________________ dollars)
Fractional Undivided Interest in the Midwest Generation Series B Pass-Through
Trust (the "Pass-Through Trust") created pursuant to a Pass-Through Trust
Agreement dated as of August 17, 2000 (the "Agreement") between United States
Trust Company of New York, as trustee (the "Pass-Through Trustee") and Midwest
Generation, LLC, a limited liability company organized under Delaware law (the
"Company"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized Certificates designated as "8.56%
Pass-Through Certificates, Series B" (herein called the "Certificates"). This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The property of the Pass-Through Trust includes Lessor Notes (the "Trust
Property"). Each Lessor Note is secured by a security interest in and lien over
the Undivided Interest subject of the Lease relating to the Lease Indenture
under which such Lessor Note was issued and certain other related property
described in such Lease Indenture, and liability thereunder is limited to the
income and proceeds of such security.
                  Subject to and in accordance with the terms of this Agreement,
from funds then available to the Pass-Through Trustee, there will be distributed
on each January 2 and July 2 (a "Distribution Date"), commencing on January 2,
2001, to the person in whose name this Certificate is registered at the close of
business on the day of the month which is 15 days preceding the Distribution
Date, an amount in respect of the Scheduled Payments on the Lessor Notes due on
such Distribution Date, the receipt of which has been confirmed by the
Pass-Through Trustee, equal to the product of the percentage interest in the
Pass-Through Trust evidenced by this Certificate and an amount equal to the sum
of such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement, in the event that Special Payments on the Lessor Notes are received
by the Pass-Through Trustee, from funds then available to the Pass-Through
Trustee, there shall be distributed on the applicable Special Distribution Date,
to the Person in whose name this certificate is registered at the close of
business on the day of the month which is 15 days preceding the Special
Distribution Date, an amount in respect of such Special Payments on the Lessor
Notes, the receipt of which has been confirmed by the Pass-Through Trustee,
equal to the product of the percentage interest in the Pass-Through Trust
evidenced by this Certificate and an amount equal to the sum of such Special
Payments so

                                       A-2

<PAGE>


received. The Special Distribution Date shall be determined as provided in
the Agreement. If a Distribution Date or Special Distribution Date is not a
Business Day, distribution shall be made on the immediately following
Business Day with the same effect as if made on the date on which such
payment was due. The Pass-Through Trustee shall mail notice of each Special
Payment and the Special Distribution Date therefor to the Holders of the
Certificates.
                  Distributions on this Certificate will be made by the
Pass-Through Trustee by (i) if (A) The Depository Trust Company, a New York
corporation ("DTC") or its nominee is the Certificateholder of record of this
Certificate, or (B) a Certificateholder holds a Certificate or Certificates in
an aggregate amount greater than $10,000,000, or (C) a Certificateholder holds a
Certificate or Certificates in an aggregate amount greater than $1,000,000 and
so requests to the Pass-Through Trustee, by wire transfer in immediately
available funds to an account maintained by such Certificateholder with a bank,
or (ii) if none of the above apply, by check mailed to such Certificateholder at
the address appearing in the Register, without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after notice mailed by the Pass-Through Trustee
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency of the Pass-Through Trustee specified
in such notice.
                  [Unless this certificate is presented by an authorized
representative of DTC to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSONS IS WRONGFUL in as much as
the registered owner hereof, Cede & Co., has an interest herein.]*
                  Each Person who acquires or accepts this Certificate or an
interest herein will be deemed by such acquisition or acceptance to have
represented and warranted that either: (i) no Plan assets have been used to
purchase this Certificate or an interest herein or (ii) the purchase and holding
of this Certificate or interest herein are either exempt from the prohibited
transaction restrictions of ERISA and the Code pursuant to one or more
prohibited transaction statutory or administrative exemptions or do not
constitute a prohibited transaction under such restrictions of ERISA and the
Code.
                  This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
                  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
                  Unless the certificate of authentication hereon has been
executed by the Pass-Through Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
                  IN WITNESS WHEREOF, the Pass-Through Trustee has caused this
Certificate to be duly executed.

--------------------------
*  This legend to appear on Book-Entry Certificates to be deposited with the
Depository Trust Company.

                                       A-3

<PAGE>

                                  MIDWEST GENERATION SERIES B PASS-THROUGH TRUST

                                  By:      UNITED STATES TRUST COMPANY OF
                                           NEW YORK,
                                           as Pass-Through Trustee


                                  By:__________________________________
                                       Authorized Officer

                                       A-4
<PAGE>


                            [Reverse Of Certificate]
                  The Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company, Edison Mission
Energy, the Pass-Through Company or the Pass-Through Trustee or any affiliate of
any such Person. The Certificates are limited in right of payment, all as more
specifically set forth in the Agreement. All payments or distributions made to
Certificateholders under the Agreement shall be made only from the Trust
Property and only to the extent that the Pass-Through Trustee shall have
received sufficient income or proceeds from the Trust Property to make such
payments in accordance with the terms of the Agreement. Each Holder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Holder as provided in the Agreement. This Certificate does
not purport to summarize the Agreement and reference is made to the Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby. A copy of the Agreement may be examined
during normal business hours at the principal office of the Pass-Through
Trustee, and at such other places, if any, designated by the Pass-Through
Trustee, by any Certificateholder upon request.
                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Certificateholders under the
Agreement at any time by the Company and the Pass-Through Trustee with the
consent of the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority in interest of the Fractional Undivided
Interests evidenced by all Certificates at the time Outstanding. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Register upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Pass-Through Trustee in its
capacity as Registrar, or by any successor Registrar, if delivered by hand at:
30 Broad Street, B-Level, New York, New York 10004-2304, Attention: Corporate
Trust and Agency Division, or if delivered by mail to: P.O. Box 84, Bowling
Green Station, New York, New York 10274-0084, Attention: Corporate Trust and
Agency Division, duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Pass-Through Trustee and the Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Pass-Through
Trust will be issued to the designated transferee or transferees.
                  The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $100,000 Fractional Undivided
Interest and any integral multiples of $1,000 in excess thereof. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Pass-Through Trust, as
requested by the Holder surrendering the same.

                                       A-5

<PAGE>

                  No service charge will be made for any such registration of
transfer or exchange, but the Pass-Through Trustee shall require payment of a
sum sufficient to cover any tax or governmental charge payable in connection
therewith.
                  The Pass-Through Trustee, the Company, the Owner Trusts, the
Registrar and any agent of the Pass-Through Trustee or the Registrar may treat
the person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Pass-Through Trustee, the Company, the Owner
Trusts, the Registrar nor any such agent shall be affected by any notice to the
contrary.
                  The obligations and responsibilities created by the Agreement
and the Pass-Through Trust created thereby shall terminate upon the distribution
to Certificateholders of all amounts required to be distributed to them pursuant
to the Agreement and the disposition of all property held as part of the Trust
Property.

                                       A-6

<PAGE>
                                                                       EXHIBIT B
                       FORM OF THE PASS-THROUGH TRUSTEE'S
                          CERTIFICATE OF AUTHENTICATION

                           This is one of the Certificates referred to
                           in the within-mentioned Agreement.


                                               UNITED STATES TRUST
                                               COMPANY OF NEW YORK
                                                 as Pass-Through Trustee


                                               By:______________________
                                                   Authorized Officer



                                       B-1

<PAGE>
                                                                       EXHIBIT C
                          FORM OF TRANSFER CERTIFICATE
                                   CERTIFICATE
                               MIDWEST GENERATION
                           SERIES B PASS-THROUGH TRUST
                       PASS-THROUGH CERTIFICATES, SERIES B
                  This is to certify that as of the date hereof with respect to
$___________________ principal amount of the above-captioned securities
presented or surrendered on the date hereof (the "Surrendered Certificates") for
registration of transfer, or for exchange where the securities issuable upon
such exchange are to be registered in a name other than that of the undersigned
Holder (each such transaction being a "transfer"), the undersigned Holder (as
defined in the Indenture) certifies that the transfer of Surrendered
Certificates associated with such transfer complies with the restrictive legend
set forth on the face of the Surrendered Certificates for the reason checked
below:

<TABLE>
<S>                                                 <C>
   / /         Transfer to Midwest Generation       / /         Transfer outside the United States in compliance
               Series B Pass-Through Trust                      with Rule 904 of the Securities Act.
   / /         Transfer inside the United           / /         Transfer inside the United States (i) to an
               States to a Qualified                            Institutional Accredited Investor that has
               Institutional Buyer in                           previously furnished to the Pass-Through Trustee a
               compliance with Rule 144A under                  signed letter containing certain representations and
               the Securities Act.                              agreements relating to restrictions on transfer and
                                                                (ii) by a Holder that has previously furnished the
                                                                Company and the Transfer Agent with such
                                                                certifications, legal opinions or other information
                                                                requested to confirm that such transfer is being made
                                                                pursuant to an exemption from, or in a transaction
                                                                not subject to, the registration requirements of the
                                                                Securities Act.

</TABLE>
                                                     [Name of Holder]

                                                    ___________________________

Dated: _____________, ______*


--------------------------
*  To be dated the date of presentation or surrender

                                       C-1

<PAGE>



                                                                       EXHIBIT D


             FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS
Midwest Generation, LLC
One Financial Place
440 South LaSalle Street, Suite 3500
Chicago, IL 60605

Credit Suisse First Boston Corporation
Lehman Brothers Inc.
     As Representatives of the several Initial Purchasers
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629

Dear Sirs:

         We are delivering this letter in connection with an offering of Midwest
Generation Pass-Through Certificates, Series A and Series B (the "Securities")
of Midwest Generation, LLC, a Delaware limited liability company (the
"Company"), all as described in the Confidential Offering Circular (the
"Offering Circular") relating to the offering.

         We hereby confirm that:

         (i) we are an "accredited investor" within the meaning of Rule
501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
"Securities Act"), or an entity in which all of the equity owners are accredited
investors within the meaning of Rule 501(a)(1), (2) or (3) under the Securities
Act (an "Institutional Accredited Investor");

         (ii) (A) any purchase of the Securities by us will be for our own
account or for the account of one or more other Institutional Accredited
Investors or as fiduciary for the account of one or more trusts, each of which
is an "accredited investor" within the meaning of Rule 501(a)(7) under the
Securities Act and for each of which we exercise sole investment discretion or
(B) we are a "bank", within the meaning of Section 3(a)(2) of the Securities
Act, or a "savings and loan association" or other institution described in
Section 3(a)(5)(A) of the Securities Act that is acquiring the Securities as
fiduciary for the account of one or more institutions for which we exercise sole
investment discretion,

         (iii) in the event that we purchase any of the Securities, we will
acquire Securities having a minimum purchase price of not less than $100,000 for
our own account or for any separate account for which we are acting;

         (iv) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of purchasing the
Securities;

         (v) we are not acquiring the Securities with a view to distribution
thereof or with any present intention of offering or selling any of the
Securities, except inside the United States in accordance with Rule 144A under
the Securities Act or outside the United States in accordance with Regulation S
under the Securities Act, as provided


                                       C-1

<PAGE>

below; PROVIDED that the disposition of our property and the property of any
accounts for which we are acting as fiduciary shall remain at all times
within our control; and

         (vi) we have received a copy of the Offering Circular relating to the
offering of the Securities and acknowledge that we have had access to such
financial and other information, and have been afforded the opportunity to ask
such questions of representatives of the Company and receive answers thereto, as
we deem necessary in connection with our decision to purchase the Securities.

         We understand that the Securities are being offered in a transaction
not involving any public offering within the United States within the meaning of
the Securities Act and that the Securities have not been and will not be
registered under the Securities Act, and we agree, on our own behalf and on
behalf of each account for which we acquire any Securities, that if in the
future we decide to resell, pledge or otherwise transfer such Securities, such
Securities may be offered, resold, pledged or otherwise transferred only (i) to
the Company, (ii) in the United States to a person who we reasonably believe is
a "qualified institutional buyer" (as defined in Rule 144A under the Securities
Act) in a transaction meeting the requirements of Rule 144A, (iii) outside the
United States in a 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 (i) through
(v), in accordance with any applicable securities laws of any State of the
United States or any other applicable jurisdiction. We understand that the
registrar and transfer agent for the Securities will not be required to accept
for registration of transfer any Securities acquired by us, except upon
presentation of evidence satisfactory to the Company and the transfer agent that
the foregoing restrictions on transfer have been complied with. We further
understand that any Securities acquired by us will be in the form of definitive
physical certificates and that such certificates will bear a legend reflecting
the substance of this paragraph.

         We acknowledge that you, the Company and others will rely upon our
confirmations, acknowledgements and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

                                       2

<PAGE>


         THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.


Date: _____________________        __________________________________________
                                   (Name of Purchaser)

                                   By:_______________________________________
                                      Name:
                                     Title:
                                   Address:


                                       3