<PAGE>

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


                               PSNH FUNDING LLC 2,

                                    as Issuer

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee

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

                                    INDENTURE

                          Dated as of January __, 2002

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

                                   $_________

             PSNH FUNDING LLC 2 RATE REDUCTION BONDS, SERIES 2002-1


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








<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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ARTICLE I         DEFINITIONS AND INCORPORATION BY REFERENCE................  2

   Section 1.01.     Definitions ...........................................  2

   Section 1.02.     Incorporation by Reference of Trust Indenture Act ..... 12

   Section 1.03.     Rules of Construction ................................. 12

ARTICLE II        THE BONDS ................................................ 12

   Section 2.01.     Terms of the Bonds .................................... 12

   Section 2.02.     Form .................................................. 14

   Section 2.03.     Execution, Authentication and Delivery ................ 14

   Section 2.04.     Temporary Bonds ....................................... 15

   Section 2.05.     Registration; Registration of Transfer and Exchange ... 15

   Section 2.06.     Mutilated, Destroyed, Lost or Stolen Bonds ............ 16

   Section 2.07.     Persons Deemed Owners ................................. 17

   Section 2.08.     Payment of Principal and Interest; Interest on
                     Overdue Principal; Principal and Interest Rights
                     Preserved ............................................. 17

   Section 2.09.     Cancellation .......................................... 18

   Section 2.10.     Authentication and Delivery of Bonds .................. 18

   Section 2.11.     Book-Entry and Definitive Bonds ....................... 24

   Section 2.12.     Release of Collateral ................................. 25

ARTICLE III       COVENANTS ................................................ 25

   Section 3.01.     Payment of Principal and Interest ..................... 25

   Section 3.02.     Maintenance of Office or Agency ....................... 25

   Section 3.03.     Money for Payments To Be Held in Trust ................ 25

   Section 3.04.     Existence ............................................. 27

   Section 3.05.     Protection of Collateral .............................. 27

   Section 3.06.     Opinions as to Collateral ............................. 28

   Section 3.07.     Performance of Obligations; Servicing; NHPUC Filings .. 28

   Section 3.08.     Negative Covenants .................................... 30

   Section 3.09.     Annual Statement as to Compliance ..................... 31

   Section 3.10.     Issuer May Consolidate, etc., Only on Certain Terms ... 31

   Section 3.11.     Successor or Transferee ............................... 33

   Section 3.12.     No Other Business ..................................... 33

   Section 3.13.     No Borrowing .......................................... 33
</TABLE>

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
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    Section 3.14.    Servicer's Obligations..............................  33

    Section 3.15.    No Additional Bonds ................................   33

    Section 3.16.    Guarantees, Loans, Advances and Other Liabilities ..   33

    Section 3.17.    Capital Expenditures ...............................   33

    Section 3.18.    Non-Routine Periodic Adjustment ....................   33

    Section 3.19.    Restricted Payments ................................   33

    Section 3.20.    Notice of Events of Default ........................   34

    Section 3.21.    Further Instruments and Acts .......................   34

    Section 3.22.    Change in Chief Executive Office or Jurisdiction
                     of Organization ....................................   34

    Section 3.23.    Notice to Rating Agencies of Amendment of Other
                     Basic Documents ....................................   34

ARTICLE IV        SATISFACTION AND DISCHARGE; DEFEASANCE ................   35

    Section 4.01.    Satisfaction and Discharge of Indenture;
                     Defeasance .........................................   35

    Section 4.02.    Conditions to Defeasance ...........................   36

    Section 4.03.    Application of Trust Money .........................   37

    Section 4.04.    Repayment of Moneys Held by Paying Agent ...........   37

ARTICLE V         REMEDIES ..............................................   37

    Section 5.01.    Events of Default ..................................   37

    Section 5.02.    Acceleration of Maturity; Rescission and Annulment..   38

    Section 5.03.    Collection of Indebtedness and Suits for
                     Enforcement by Trustee .............................   39

    Section 5.04.    Remedies; Priorities ...............................   41

    Section 5.05.    Optional Possession of the Collateral ..............   42

    Section 5.06.    Limitation of Suits ................................   42

    Section 5.07.    Unconditional Rights of Bondholders To Receive
                     Principal and Interest .............................   43

    Section 5.08.    Restoration of Rights and Remedies .................   43

    Section 5.09.    Rights and Remedies Cumulative .....................   43

    Section 5.10.    Delay or Omission Not a Waiver .....................   44

    Section 5.11.    Control by Bondholders .............................   44

    Section 5.12.    Waiver of Past Defaults ............................   44

    Section 5.13.    Undertaking for Costs ..............................   45

    Section 5.14.    Waiver of Stay or Extension Laws ...................   45
</TABLE>

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
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    Section 5.15.    Action on Bonds.....................................    45

    Section 5.16.    Performance and Enforcement of Certain
                     Obligations ........................................    45

ARTICLE VI        THE TRUSTEE ...........................................    46

    Section 6.01.    Duties of Trustee ..................................    46

    Section 6.02.    Rights of Trustee ..................................    47

    Section 6.03.    Individual Rights of Trustee .......................    49

    Section 6.04.    Trustee's Disclaimer ...............................    49

    Section 6.05.    Notice of Defaults .................................    49

    Section 6.06.    Statements to Bondholders ..........................    49

    Section 6.07.    Compensation and Indemnity .........................    50

    Section 6.08.    Corporate Trustee Required; Eligibility ............    52

    Section 6.09.    Resignation and Removal; Appointment of
                     Successor ..........................................    52

    Section 6.10.    Acceptance of Appointment by Successor .............    54

    Section 6.11.    Merger, Conversion, Consolidation or Succession
                     to Business ........................................    54

    Section 6.12.    Appointment of Co-Trustee or Separate Trustee ......    54

    Section 6.13.    Preferential Collection of Claims Against Issuer ...    55

    Section 6.14.    Registration of Bonds in Trustee's Name ............    56

    Section 6.15.    Representations and Warranties of Trustee ..........    56

    Section 6.16.    Covenants of the Trustee ...........................    56

ARTICLE VII       BONDHOLDERS' LISTS AND REPORTS ........................    57

    Section 7.01.    Issuer To Furnish Trustee Names and Addresses
                     of Bondholders .....................................    57

    Section 7.02.    Preservation of Information; Communications to
                     Bondholders ........................................    57

    Section 7.03.    Reports by Issuer ..................................    57

    Section 7.04.    Reports by Trustee .................................    58

ARTICLE VIII      ACCOUNTS, DISBURSEMENTS AND RELEASES ..................    58

    Section 8.01.    Collection of Money ................................    58

    Section 8.02.    Collection Account .................................    59

    Section 8.03.    General Provisions Regarding the Collection
                     Account ............................................    62

    Section 8.04.    Reduction in Principal .............................    63

    Section 8.05.    Release of Collateral ..............................    63

    Section 8.06.    Opinion of Counsel .................................    64

    Section 8.07.    Reports by Independent Accountants .................    64
</TABLE>

                                     -iii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
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ARTICLE IX        SUPPLEMENTAL INDENTURES................................    65

   Section 9.01.     Supplemental Indentures Without Consent
                     of Bondholders .....................................    65

   Section 9.02.     Supplemental Indentures with Consent of
                     Bondholders ........................................    66

   Section 9.03.     Execution of Supplemental Indentures ...............    67

   Section 9.04.     Effect of Supplemental Indenture ...................    67

   Section 9.05.     Conformity with Trust Indenture Act ................    68

ARTICLE X         REDEMPTION OF BONDS ...................................    68

   Section 10.01.    Optional Redemption by Issuer ......................    68

   Section 10.02.    Form of Optional Redemption Notice .................    68

   Section 10.03.    Bonds Payable on Optional Redemption Date or
                     Payment Date .......................................    69

   Section 10.04.    Mandatory Redemption by Issuer .....................    69

   Section 10.05.    Form of Mandatory Redemption Notice ................    69

   Section 10.06.    Bonds Payable on Mandatory Redemption Date
                     or Payment Date ....................................    69

ARTICLE XI        MISCELLANEOUS .........................................    70

   Section 11.01.    Compliance Certificates and Opinions, etc. .........    70

   Section 11.02.    Form of Documents Delivered to Trustee .............    71

   Section 11.03.    Acts of Bondholders ................................    72

   Section 11.04.    Notices ............................................    73

   Section 11.05.    Notices to Bondholders; Waiver .....................    75

   Section 11.06.    State Pledge; Bonds Not Obligation of the
                     State of New Hampshire, or Seller ..................    75

   Section 11.07.    Conflict with Trust Indenture Act ..................    76

   Section 11.08.    Effect of Headings and Table of Contents ...........    77

   Section 11.09.    Successors and Assigns .............................    77

   Section 11.10.    Severability .......................................    77

   Section 11.11.    Benefits of Indenture ..............................    77

   Section 11.12.    Legal Holidays .....................................    77

   Section 11.13.    Governing Law ......................................    77

   Section 11.14.    Counterparts .......................................    77

   Section 11.15.    Recording of Indenture .............................    77

   Section 11.16.    No Recourse to Certain Persons .....................    77

   Section 11.17.    No Recourse to Issuer ..............................    78
</TABLE>

                                      -iv-

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                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
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    <S>                                                                     <C>
   Section 11.18.  Inspection.........................................       78

   Section 11.19.  Non Petition Covenants ............................       78
</TABLE>

                                      -v-



<PAGE>

         INDENTURE dated as of January __, 2002, between PSNH FUNDING LLC 2, a
Delaware limited liability company (the "Issuer"), and THE BANK OF NEW YORK, a
New York banking corporation, in its capacity as trustee for the benefit of the
Holders of the Bonds and as agent for itself (collectively, the "Trustee").

                                    RECITALS

         The Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its Bonds with an aggregate principal
amount of $__________ and the Issuer and the Trustee are executing and
delivering this Indenture in order to provide for the issuance of the Bonds.

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Trustee at the Issuance Date, as
Trustee for the benefit of the Holders of the Bonds and the Trustee, all of the
Issuer's right, title and interest, whether now owned or hereafter acquired, in
and to (a) the RRB Property transferred by the Seller to the Issuer pursuant to
the Sale Agreement and all proceeds thereof, (b) the Statutory Lien, (c) the
Sale Agreement, (d) the Servicing Agreement, (e) the Administration Agreement,
(f) the Collection Account (including all subaccounts thereof) and all amounts
or investment property or other property on deposit therein or credited thereto
from time to time, (g) all other property of whatever kind owned from time to
time by the Issuer, including accounts, general intangibles, equipment and
inventory, (h) the security interest with respect to the RRB Property granted by
the Seller to the Issuer in the Sale Agreement, (i) all present and future
claims, demands, causes and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all proceeds of
the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind, and other forms of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing and (j) all proceeds of the foregoing (collectively, the
"Collateral"); it being understood that the following do not constitute
Collateral: (i) amounts required to be released pursuant to or contemplated in
the terms hereof, including net investment earnings on the Capital Subaccount
that are required to be released to the Issuer pursuant to Article VIII and (ii)
proceeds from the sale of the Bonds required to pay costs of issuance with
respect to the Bonds as set forth on the flow of funds memorandum delivered on
the Issuance Date (together with any interest earnings thereon), it being
understood that such amounts described in clauses (i) and (ii) above shall not
be subject to Sections 3.10(b) or 3.19.

         The foregoing Grants are made to the Trustee in trust to secure the
payment of principal of, interest on, the Bonds, equally and ratably without
prejudice, priority or distinction, except as expressly provided in this
Indenture, and to secure all other Secured Obligations and compliance with the
provisions of this Indenture with respect to the Bonds and the Servicing
Agreement, all as provided in this Indenture. This Indenture constitutes a
security agreement within the meaning of the UCC or the Statute to the extent
that, under New Hampshire law, the provisions of the UCC or the Statute are
applicable hereto.

<PAGE>

         The Trustee, as trustee on behalf of the Holders of the Bonds and as
agent for itself, acknowledges such Grants, accepts the trusts hereunder in
accordance with the provisions hereof and agrees to perform its duties herein
required.

         AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties
hereto that all Bonds are to be issued, countersigned and delivered and that all
of the Collateral is to be held and applied, subject to the further covenants,
conditions, releases, uses and trusts hereinafter set forth, and the Issuer, for
itself and any successor, does hereby covenant and agree to and with the Trustee
and its successors in said trust, for the benefit of the Holders and for the
Trustee, as follows:

                                    ARTICLE I

                   Definitions and Incorporation by Reference
                   ------------------------------------------

         Section 1.01.  Definitions. (a) Except as otherwise specified herein or
                        -----------
as the context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Indenture.

         "Act" has the meaning specified in Section 11.03(a).
          ---

         "Administration Agreement" means the Administration Agreement dated as
          ------------------------
of the date hereof between Public Service Company of New Hampshire, as
Administrator, and the Issuer, as the same may be amended and supplemented from
time to time.

         "Administration Fee" means the fee payable to the Administrator
          ------------------
pursuant to the Administration Agreement.

         "Administrator" means Public Service Company of New Hampshire, a New
          -------------
Hampshire corporation, or any successor Administrator under the Administration
Agreement.

         "Affiliate" means, with respect to any specified Person, any other
          ---------
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         "Authorized Officer" means, with respect to the Issuer, the
          ------------------
Administrator or the Servicer, as applicable, any officer of such Person who is
authorized to act for such Person in matters relating to such Person and who is
identified on the list of Authorized Officers or Responsible Officers delivered
by such Person to the Trustee on the Issuance Date (as such list may be modified
or supplemented by the Issuer, the Administrator or the Servicer, as applicable,
from time to time thereafter).

         "Authorized Representative" means, with respect to any entity, any
          -------------------------
person who is authorized to act for such entity in matters relating to such
entity and who is identified on the list

                                      -2-

<PAGE>

         of Authorized Representatives or Authorized Officers delivered by such
entity to the Trustee on the Issuance Date (as such list may be modified or
supplemented from time to time thereafter).

         "Basic Documents" means, collectively, this Indenture, the Sale
          ---------------
Agreement, the Servicing Agreement, the Administration Agreement, the Fee and
Indemnity Agreement and the Underwriting Agreement.

         "Bondholder" or "Holder" means the Person in whose name a Bond is
          ----------      ------
registered on the Register.

         "Bond Interest Rate" has the meaning specified in Section 2.01(b).
          ------------------

         "Bonds" has the meaning specified in Section 2.01(a).
          -----

         "Book Entry Bonds" means, with respect to any Bond, a beneficial
          ----------------
interest in such Bond, ownership and transfers of which shall be made through
book entries by a Clearing Agency as described in Section 2.11.

         "Business Day" means any day other than a Saturday, a Sunday or a day
          ------------
on which banking institutions or trust companies in New York, New York or
Manchester, New Hampshire are authorized or obligated by law, regulation or
executive order to remain closed.

         "Capital Subaccount" has the meaning specified in Section 8.02(a).
          ------------------

         "Class" means any one of the classes of Bonds.
          -----

         "Clearing Agency" means an organization registered as a "clearing
          ---------------
agency" pursuant to Section 17A of the Exchange Act.

         "Clearing Agency Participant" means a broker, dealer, bank, other
          ---------------------------
financial institution or other Person for whom from time to time a Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
          ----
time, and Treasury Regulations promulgated thereunder.

         "Collateral" has the meaning specified in the Granting Clause of this
          ----------
Indenture.

         "Collection Account" has the meaning specified in Section 8.02(a).
          ------------------

         "Corporate Trust Office" means the principal office of the Trustee at
          ----------------------
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this Indenture is located at the
address provided in Section 11.04, or at such other address as the Trustee may
designate from time to time by notice to the Bondholders and the Issuer, or the
principal corporate trust office of any successor Trustee (the address of which
the successor Trustee will notify the Bondholders and the Issuer).

         "Covenant Defeasance Option" has the meaning specified in Section
          --------------------------
4.01(b).

                                      -3-

<PAGE>

         "Default" means any occurrence that is, or with notice or the lapse of
          -------
time or both would become, an Event of Default.

         "Definitive Bonds" has the meaning specified in Section 2.11(a).
          ----------------

         "Delaware UCC" means the Delaware Uniform Commercial Code.
          ------------

         "Eligible Deposit Account" means either (a) a segregated trust account
          ------------------------
with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States of America or any State (or any domestic branch of a
foreign bank), having corporate trust powers and acting as trustee for funds
deposited in such account, so long as any of the securities of such depository
institution shall have a credit rating from Standard & Poor's, Moody's and Fitch
(if rated by Fitch) in one of its generic rating categories which signifies
investment grade.

         "Eligible Institution" means (a) the corporate trust department of the
          --------------------
Trustee or (b) a depository institution organized under the laws of the United
States of America or any State (or any domestic branch of a foreign bank), (i)
which has either a long-term unsecured debt rating of AAA by Standard & Poor's
and Fitch and Aaa by Moody's or a certificate of deposit rating of A-1+ by
Standard & Poor's, F1+ by Fitch and P-1 by Moody's, or any other long-term,
short-term or certificate of deposit rating acceptable to Standard & Poor's,
Moody's, and Fitch and (ii) whose deposits are insured by the FDIC. If so
qualified under clause (b) above, the Trustee may be considered an Eligible
Institution for the purposes of clause (a) of the definition of Eligible Deposit
Account.

         "Eligible Investments" mean book-entry securities, negotiable
          --------------------
instruments or securities represented by instruments in bearer or registered
form which evidence:

                 (a)   direct obligations of, or obligations fully and
         unconditionally guaranteed as to timely payment by, the United States
         of America;

                 (b)   demand deposits, time deposits or certificates of deposit
         of any depository institution or trust company (any depositary
         institution or trust company being referred to in this definition as a
         "financial institution") incorporated under the laws of the United
         States or any State (or any domestic branch of a foreign bank) and
         subject to supervision and examination by Federal or state banking or
         depositary institution authorities; provided, however, that at the time
         of the investment or contractual commitment to invest therein, the
         commercial paper or other short-term unsecured debt obligations (other
         than such obligations the rating of which is based on the credit of a
         Person other than such depositary institution or trust company) thereof
         shall have a credit rating from Standard & Poor's, Moody's and Fitch
         (if rated by Fitch) in the highest investment category granted thereby;

                 (c)   commercial paper or other short term obligations of any
         corporation organized under the laws of the United States of America
         (other than the Seller or its Affiliates) whose ratings, at the time of
         the investment or contractual commitment to invest therein, from
         Standard & Poor's, Moody's and Fitch (if rated by Fitch) are in the
         highest investment category granted thereby;

                                      -4-

<PAGE>

                  (d)  investments in money market funds, which funds have a
         rating from Standard & Poor's, Moody's and Fitch (if rated by Fitch) in
         the highest investment category granted thereby (including funds for
         which the Trustee or any of its Affiliates act as investment manager or
         advisor);

                  (e)  banker's acceptances issued by any depositary institution
         or trust company referred to in clause (b) above;

                  (f)  repurchase obligations with respect to any security that
         is a direct obligation of, or fully guaranteed by, the United States of
         America or any agency or instrumentality thereof the obligations of
         which are backed by the full faith and credit of the United States of
         America, in either case entered into with a depository institution or
         trust company (acting as principal) described in clause (b) above;

                  (g)  repurchase obligations with respect to any security or
         whole loan entered into with

                       (i)    a financial institution (acting as principal)
                  described in clause (b) above,

                       (ii)   a broker/dealer (acting as principal) registered
                  as a broker or dealer under Section 15 of the Exchange Act
                  (any broker/dealer being referred to in this definition as a
                  "broker/dealer"), the unsecured short-term debt obligations of
                  which are rated P-1 by Moody's, A-1+ by Standard & Poor's and
                  F1+ by Fitch (if rated by Fitch) at the time of entering into
                  this repurchase obligation, or

                       (iii)  an unrated broker/dealer, acting as principal,
                  that is a wholly-owned subsidiary of a non-bank or bank
                  holding company, the unsecured short-term debt obligations of
                  which are rated P-1 by Moody's, A-1+ by Standard & Poor's and
                  F1+ by Fitch (if rated by Fitch) at the time of purchase; or

                  (h)  any other investment permitted by each Rating Agency;

provided, however, that, unless otherwise permitted by each Rating Agency, upon
the failure of any Eligible Institution to maintain any applicable rating set
forth in this definition or the definition of Eligible Institution, the related
investments at such institution shall be reinvested in Eligible Investments at a
successor Eligible Institution within 10 days; and provided, further, that, with
respect to Moody's only, the obligor related to clauses (b), (c), (e), (f) and
(g) above must have both a long term rating of at least Aa3 and a short term
rating of at least P-1.

         "Event of Default" has the meaning specified in Section 5.01.
          ----------------

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

         "Expected Amortization Schedule" means, with respect to each Class of
          ------------------------------
Bonds, the schedule attached as Schedule 1 hereto.

         "FDIC" means the Federal Deposit Insurance Corporation or any
          ----
successor.

                                       -5-

<PAGE>

         "Fee and Indemnity Agreement" means the fee and indemnity agreement
          ---------------------------
dated as of the date hereof between the Issuer and the Trustee, as amended and
supplemented from time to time.

         "Final Maturity Date" means, with respect to any Class of Bonds, the
          -------------------
Final Maturity Date therefor, as specified in Section 2.01(b).

         "Financial Asset" means a "financial asset" as defined in RSA
          ---------------
382-A:8-102(a)(9) of the New Hampshire UCC.

         "Fitch" means Fitch, Inc. or its successor.
          -----

         "General Subaccount" has the meaning specified in Section 8.02(a).
          ------------------

         "Grant" means mortgage, pledge, collaterally assign and grant a lien
          -----
upon and a security interest pursuant to this Indenture. A Grant of the
Collateral or of any other agreement or instrument shall include all rights,
powers and options (but none of the obligations) of the Granting party
thereunder, including the immediate and continuing right to claim for, collect,
receive and give receipt for payments in respect of the Collateral and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring Proceedings in the name of the Granting party or otherwise and generally
to do and receive anything that the Granting party is or may be entitled to do
or receive thereunder or with respect thereto.

         "Indemnified Person" has the meaning specified in Section 6.07.
          ------------------

         "Indenture" or "this Indenture" means this instrument as originally
          ---------      --------------
executed and, as from time to time supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, as so supplemented or amended, or both, and shall include the
forms and terms of the Bonds established hereunder.

         "Independent" means, when used with respect to any specified Person,
          -----------
that the Person (a) is in fact independent of the Issuer, any other obligor upon
the Bonds, the Seller, the Servicer and any Affiliate of any of the foregoing
Persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Seller,
the Servicer or any Affiliate of any of the foregoing Persons and (c) is not
connected with the Issuer, any such other obligor, the Seller, the Servicer or
any Affiliate of any of the foregoing Persons as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions,
provided, however, that an individual shall be deemed to be an Independent
director of the Issuer notwithstanding the fact that he or she is or has been a
director of one or more other single purpose bankruptcy remote entities which
are Affiliates of the Issuer, the Seller, the Servicer or any Affiliate thereof.

         "Independent Certificate" means a certificate or opinion to be
          -----------------------
delivered to the Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, made by an
Independent appraiser or other expert appointed by an Issuer Order and consented
to by the Trustee, and such opinion or certificate shall state that the signer
has read the definition of "Independent" in this Indenture and that the signer
is Independent within the meaning thereof.

                                      -6-

<PAGE>

         "Interest Reserve Subaccount" has the meaning specified in Section
          ---------------------------
8.02(a).

         "Issuance Date" has the meaning specified in Section 2.01(c)(i).
          -------------

         "Issuer" means the party named as such in this Indenture until a
          ------
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the Trust Indenture Act, each
other obligor on the Bonds.

         "Issuer Order" and "Issuer Request" means a written order or request
          ------------       --------------
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Trustee.

         "Legal Defeasance Option" has the meaning specified in Section 4.01(b).
          -----------------------

         "Lien" means security interest, lien, charge, pledge, equity or
          ----
encumbrance of any kind.

         "Mandatory Redemption Date" has the meaning specified in Section 10.04.
          -------------------------

         "Mandatory Redemption Price" has the meaning specified in Section
          --------------------------
10.04.

         "Minimum Denomination" means $1,000 or any integral multiple of $1.00
          --------------------
in excess thereof; provided, however, that one Bond of each Class may be of a
smaller denomination.

         "Moody's" means Moody's Investors Service Inc. or its successor.
          -------

         "New Hampshire UCC" means the New Hampshire Uniform Commercial Code.
          -----------------

         "New York UCC" means the New York Uniform Commercial Code.
          ------------

         "NHPUC" means the New Hampshire Public Utilities Commission and any
          -----
successor thereto.

         "Officer's Certificate" means a certificate signed by any Authorized
          ---------------------
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, and delivered to
the Trustee.

         "Operating Expenses" means all fees, costs and expenses of, and
          ------------------
indemnities owed by, the Issuer, including all taxes payable by the Issuer, all
amounts owed by the Issuer to the Trustee and any other Indemnified Person, the
Servicing Fee, the Administration Fee, any fees, costs and expenses payable or
reimbursable by the Issuer to the Administrator, Seller or Servicer, and legal
and accounting fees, costs and expenses of the Issuer.

         "Opinion of Counsel" means one or more written opinions of counsel who
          ------------------
may, except as otherwise expressly provided in this Indenture, be an employee of
or counsel to the Issuer and who shall be reasonably satisfactory to the
Trustee, and which opinion or opinions shall be addressed to the Trustee, shall
comply with any applicable requirements of Section 11.01, and shall be in form
and substance reasonably satisfactory to the Trustee.

         "Optional Redemption Date" means the Payment Date specified by the
          ------------------------
Issuer for the redemption of the Bonds pursuant to Section 10.01.

                                       -7-

<PAGE>

         "Optional Redemption Price" has the meaning specified in Section 10.01.
          -------------------------

         "Outstanding" means, as of the date of determination, all Bonds
          -----------
theretofore authenticated and delivered under this Indenture except:

                  (i)   Bonds theretofore cancelled by the Registrar or
         delivered to the Registrar for cancellation;

                  (ii)  Bonds or portions thereof the payment for which money in
         the necessary amount has been theretofore deposited with the Trustee or
         any Paying Agent in trust for the Holders of such Bonds (provided,
         however, that if such Bonds are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         made therefor, reasonably satisfactory to the Trustee); and

                  (iii) Bonds in exchange for or in lieu of other Bonds which
         have been authenticated and delivered pursuant to this Indenture unless
         proof satisfactory to the Trustee is presented that any such Bonds are
         held by a protected purchaser;

provided, however, that in determining whether the Holders of the requisite
Outstanding Amount of the Bonds or any Class thereof have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or under
any Basic Document, Bonds owned by the Issuer, any other obligor upon the Bonds,
the Seller or any Affiliate of any of the foregoing Persons shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Bonds that the Trustee
actually knows to be so owned shall be so disregarded. Bonds so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Bonds and that the pledgee is not the Issuer, any other
obligor upon the Bonds, the Seller or any Affiliate of any of the foregoing
Persons.

         "Outstanding Amount" means the aggregate principal amount of all Bonds
          ------------------
or, if the context requires, all Bonds of a Class, Outstanding at the date of
determination.

         "Overcollateralization Subaccount" has the meaning specified in Section
          --------------------------------
8.02(a).

         "Paying Agent" means the Trustee or any other Person that meets the
          ------------
eligibility standards for the Trustee specified in Section 6.08 and is
authorized by the Issuer to make payment of principal of or interest on the
Bonds on behalf of the Issuer.

         "Payment Date" has the meaning specified in Section 2.01(c)(ii).
          ------------

         "Person" means any individual, corporation, limited liability company,
          ------
estate, partnership, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization or government
or any agency or political subdivision thereof.

         "Predecessor Bond" means, with respect to any particular Bond, every
          ----------------
previous Bond evidencing all or a portion of the same debt as that evidenced by
such particular Bond; and, for

                                      -8-

<PAGE>

the purpose of this definition, any Bond authenticated and delivered under
Section 2.06 in lieu of a mutilated, lost, destroyed or stolen Bond shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Bond.

     "Proceeding" means any suit in equity, action at law or other judicial or
      ----------
administrative proceeding.

     "Projected Principal Balance" means, as of any Payment Date on any Class of
      ---------------------------
Bonds, the projected outstanding principal amount of such Class of Bonds for
such Payment Date set forth in the Expected Amortization Schedule.

     "Quarterly Interest" has the meaning specified in Section 2.01(c)(iv).
      ------------------

     "Quarterly Principal" means, with respect to any Payment Date on any Class
      -------------------
of Bonds, the excess, if any, of the Outstanding Amount of such Class of Bonds
over the outstanding principal balance of such Class of Bonds specified for such
Payment Date in the Expected Amortization Schedule.

     "Rating Agency" means, collectively, Moody's, Standard & Poor's and Fitch.
      -------------
If no such organization or successor is any longer in existence, "Rating Agency"
shall be a nationally recognized statistical rating organization or other
comparable Person designated by the Issuer, notice of which designation shall be
given to the Trustee and the Servicer.

     "Rating Agency Condition" means, with respect to any action, that each
      -----------------------
Rating Agency shall have been given ten days prior notice thereof and, except as
otherwise expressly set forth in the related Basic Document, that each of
Standard & Poor's and Fitch shall have notified the Servicer, the Issuer and the
Trustee in writing that such action will not result in a reduction or withdrawal
of the then current rating by such Rating Agency of any Class of the Bonds.

     "Record Date" means, with respect to a Payment Date, Optional Redemption
      -----------
Date or Mandatory Redemption Date, the close of business on the
Business Day immediately preceding such Payment Date, Optional Redemption Date
or Mandatory Redemption Date or, if Definitive Bonds are issued, the close of
business on the last day of the calendar month preceding the calendar month in
which such Payment Date, Optional Redemption Date or Mandatory Redemption Date
occurs.

     "Register" and "Registrar" have the respective meanings specified in
      --------       ---------
Section 2.05.

     "Registered Holder" means the Person in whose name a Bond is registered on
      -----------------
the Register on the applicable Record Date.

     "Repurchase Date" has the meaning specified in the Sale Agreement.
      ---------------

     "Required Capital Level" means, as of any Payment Date, 0.50 percent of the
      ----------------------
initial principal amount of the Bonds.

     "Required Interest Reserve Level" means, as of any Payment Date (after
      -------------------------------
giving effect to all payments of principal, if any, made or to be made on such
Payment Date), the amount equal

                                      -9-

<PAGE>

to the aggregate amount of interest that will be due and payable on the Bonds on
and as of the immediately succeeding Payment Date; provided, however, that the
"Required Interest Reserve Level" with respect to the first five Payment Dates
shall be as follows:

             Payment Date                 Required Interest Reserve Level
             ------------                 -------------------------------

      First Payment Date                           $[_________]

      Second Payment Date                          $[_________]

      Third Payment Date                           $[_________]

      Fourth Payment Date                          $[_________]

      Fifth Payment Date                           $[_________]

     "Required Overcollateralization Level" means, as of any Payment Date, the
      ------------------------------------
amount required to be on deposit in the Overcollateralization Subaccount as
specified in Schedule 2 hereto.

     "Reserve Subaccount" has the meaning specified in Section 8.02(a).
      ------------------

     "Responsible Officer" means, with respect to the Trustee, any officer
      -------------------
assigned to the Corporate Trust Division (or any successor thereto), including
any Vice President, Assistant Vice President, Secretary, Assistant Secretary or
Trust Officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers, in
each case having direct responsibility for the administration of this Indenture.

     "RRB Property" has the meaning specified in the Sale Agreement.
      ------------

     "RSA" means New Hampshire Revised Statutes Annotated.
      ---

     "Sale Agreement" means the Purchase and Sale Agreement dated as of the date
      --------------
hereof between the Issuer and the Seller, as amended and supplemented from time
to time.

     "Scheduled Maturity Date" means, with respect to any Class of Bonds, the
      -----------------------
Scheduled Maturity Date therefor, as specified in Section 2.01(b).

     "Secured Obligations" means, collectively, the payment of principal of, and
      -------------------
interest on, and any other amounts owning in respect of the Bonds, all fees,
expenses, counsel fees and other amounts due and owing to the Trustee pursuant
to this Indenture, all fees, expenses, counsel fees and other amounts due and
owing to the Trustee pursuant to the other Basic Documents and all amounts owed
by the Issuer to any other Person indemnified hereunder or under the Fee and
Indemnity Agreement (including indemnity payments and legal fees and expenses).

     "Securities Account" means the Collection Account which shall be a
      ------------------
"securities account," as defined in Section 8-501 of the New York UCC.

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

                                      -10-

<PAGE>

     "Securities Intermediary" means the Trustee, acting as a "securities
      -----------------------
intermediary," as defined in Section 8-102(a)(14) of the New York UCC.

     "Security Entitlement" means a "security entitlement" as defined in Section
      --------------------
8-102(a)(17) of the New York UCC.

     "Seller" means Public Service Company of New Hampshire, a New Hampshire
      ------
corporation, and its permitted successors and assigns under the Sale Agreement.

     "Servicer" means Public Service Company of New Hampshire, a New Hampshire
      --------
corporation, in its capacity as servicer under the Servicing Agreement,
including its successors in interest, until a successor Person shall have become
the servicer pursuant to the Servicing Agreement, and thereafter "Servicer"
shall mean such successor Person.

     "Servicing Agreement" means the Servicing Agreement dated as of the date
      -------------------
hereof between the Issuer and the Servicer, as amended and supplemented from
time to time.

     "Standard & Poor's" means Standard & Poor's Ratings Services, a division of
      -----------------
The McGraw-Hill Companies, Inc. or its successor.

     "State" means any one of the 50 states of the United States of America or
      -----
the District of Columbia.

     "State Pledge" has the meaning specified in Section 11.06(a).
      ------------

     "Statute" means RSA Chapter 369-B.
      -------

     "Statutory Lien" means the Lien on the RRB Property created by RSA 369-B:7,
      --------------
VIII.

     "Successor Servicer" has the meaning specified in Section 3.07(e).
      ------------------

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force on
      -------------------
the date hereof, unless otherwise specifically provided.

     "Trustee" means The Bank of New York, a New York banking corporation or its
      -------
successor, as Trustee under this Indenture, or any successor Trustee under this
Indenture.

     "UCC" means, unless the context otherwise requires, the Uniform Commercial
      ---
Code, as in effect in the relevant jurisdiction, as amended from time to time.

     "Underwriters" means the underwriters who purchase the Bonds from the
      ------------
Issuer and sell the Bonds in a public offering.

     "Underwriting Agreement" means the Underwriting Agreement dated as of
      ----------------------
January __, 2002, among the Seller, the Issuer and Salomon Smith Barney Inc., as
the representative of the several underwriters named therein.

     "U.S. Government Obligations" means direct obligations (or certificates
      ---------------------------
representing an ownership interest in such obligations) of the United States of
America (including any agency or

                                      -11-

<PAGE>

instrumentality thereof) for the payment of which the full faith and credit of
the United States of America is pledged.

     (b) Capitalized terms used herein and not otherwise defined have the
meanings assigned to them in the Servicing Agreement.

     Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever
                   -------------------------------------------------
this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. The following
Trust Indenture Act terms used in this Indenture have the following meanings:

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Bonds.

     "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

     All other Trust Indenture Act terms used in this Indenture that are defined
by the Trust Indenture Act, defined by Trust Indenture Act reference to another
statute or defined by Commission rule have the meanings assigned to them by such
definitions.

     Section 1.03. Rules of Construction. Unless the context otherwise requires:
                   ---------------------

     (a) a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it
in accordance with generally accepted accounting principles as in effect from
time to time;

     (c) "or" is not exclusive;

     (d) "including" means including without limitation;

     (e) words in the singular include the plural and words in the plural
include the singular;

     (f) the words "herein," "hereof," "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision; and

     (g) all references in this Indenture to designated "Articles," "Sections"
and other subdivisions are to the designated Articles, Sections and other
subdivisions of this Indenture.

                                   ARTICLE II

                                    The Bonds
                                    ---------

     Section 2.01. Terms of the Bonds.
                   ------------------

                                      -12-

<PAGE>

     (a) Authorization; Designation. The issuance of the Bonds in an aggregate
         --------------------------
initial principal amount of $__________ is hereby authorized and the Bonds shall
be designated as the PSNH Funding LLC 2 Rate Reduction Bonds, Series 2002-1 (the
"Bonds"), and further denominated as Class A-1.

     (b) Initial Principal Amount; Bond Interest Rate; Scheduled Maturity Date;
         ----------------------------------------------------------------------
Final Maturity Date. The Bonds of each Class shall have the initial principal
-------------------
amount, bear interest at the rates per annum and shall have Scheduled Maturity
Dates and Final Maturity Dates as set forth below:

<TABLE>
<CAPTION>
                                           Bond
                 Initial Principal       Interest           Scheduled            Final
    Class              Amount              Rate            Maturity Date      Maturity Date
    <S>          <C>                 <C>                 <C>                  <C>
     A-1                                                 February 1, 2008    February 1, 2010
</TABLE>

     The Bond Interest Rate shall be computed on the basis of a 360-day year of
twelve 30-day months.

     The Bonds shall be issuable in not less than Minimum Denominations.

     (c)  Authentication Date; Payment Dates; Expected Amortization Schedule for
          ----------------------------------------------------------------------
Principal; Quarterly Interest.
-----------------------------

          (i)   Authentication Date. The Bonds that are authenticated and
                -------------------
     deli vered by the Trustee to or upon the order of the Issuer on January __,
     2002 (the "Issuance Date") shall have as their date of authentication
     January __, 2002.

          (ii)  Payment Dates. The Payment Dates for the Bonds shall be February
                -------------
     1, May 1, August 1 and November 1 of each year or, if any such date is not
     a Business Day, the next succeeding Business Day, commencing on August 1,
     2002 and continuing until the earlier of repayment of the Bonds in full or
     the Final Maturity Date for Class A-1 of the Bonds.

          (iii) Expected Amortization Schedule for Principal. Unless an Event of
                --------------------------------------------
     Default shall have occurred and be continuing and the unpaid principal
     amount of all Bonds and accrued interest thereon has been declared to be
     due and payable, on each Payment Date, the Trustee shall pay to the
     Bondholders of record as of the related Record Date amounts payable
     pursuant to Section 8.02(d) as principal, in the following order and
     priority: (1) to the holders of the Class A-1 Bonds, until the Outstanding
     Amount of such Class of Bonds thereof has been reduced to zero; provided,
     however, that in no event shall a principal payment pursuant to this
     Section 2.01(c)(iii) on any Class on a Payment Date be greater than the
     amount that reduces the Outstanding Amount of such Class of Bonds to the
     amount specified in the Expected Amortization Schedule for such Payment
     Date. Partial payments of any scheduled amortization payment shall be
     allocated within any Class of Bonds pro rata.

                                      -13-

<PAGE>

          (iv)     Quarterly Interest. Quarterly Interest will be payable on
                   ------------------
     each Class of Bonds on each Payment Date in an amount equal to one-quarter
     of the product of (i) the applicable Bond Interest Rate and (ii) the
     Outstanding Amount of the related Class of Bonds as of the close of
     business on the preceding Payment Date after giving effect to all payments
     of principal made to the Holders of the related Class of Bonds on such
     preceding Payment Date; provided, however, that with respect to the initial
     Payment Date or, if no payment has yet been made, interest on the
     outstanding principal balance will accrue from and including the Issuance
     Date to, but excluding, that Payment Date.

     Section 2.02. Form. The Bonds shall be issued in registered form without
                   ----
coupons. The Bonds and the Trustee's certificate of authentication shall be
substantially in the forms attached hereto as Exhibit A, with the following
                                              ---------
filled in: (a) the designation of the Classes thereof, (b) the Bond number or
numbers thereof, (c) the date of authentication thereof, and (d) the original
principal amount thereof; and with such omissions, variations and insertions as
are permitted by this Indenture, 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 any Class or Classes of the Bonds may be listed or
to conform to any usage in respect thereof, or as may, consistently herewith, be
prescribed by the Issuer or by the Trustee, and as evidenced by the execution
and authentication of such Bonds. Any portion of the text of any Bond may be set
forth on the reverse thereof, with an appropriate reference thereto on the face
of the Bond.

     Except as provided in Section 2.11, the Definitive Bonds of each Class
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 Bonds of such Class may be listed, as
evidenced by an order by an Authorized Representative of the Issuer, relating to
the authentication of such Bonds by the Trustee.

     The terms of the Bonds set forth in Exhibit A are part of the terms of this
Indenture.

     The Bonds of each Class shall be issued in not less than Minimum
Denominations.

     Section 2.03. Execution, Authentication and Delivery. The Bonds shall be
                   --------------------------------------
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Bonds may be manual or
facsimile.

     Bonds bearing the manual or facsimile signature of individuals who were at
any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Bonds or did not hold
such offices at the date of such Bonds.

     At any time and from time to time after the execution and delivery of this
Indenture, the Issuer may deliver Bonds executed by the Issuer to the Trustee
pursuant to an Issuer Order for authentication; and the Trustee shall
authenticate and deliver such Bonds as in this Indenture provided and not
otherwise.

     No Bond shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Bond a certificate
of authentication substantially in the

                                      -14-

<PAGE>

form provided for herein executed by the Trustee by the manual signature of one
of its authorized signatories, and such certificate upon any Bond shall be
conclusive evidence, and the only evidence, that such Bond has been duly
authenticated and delivered hereunder. All Bonds shall be dated the date of
their authentication.

     Section 2.04. Temporary Bonds. Pending the preparation of Definitive Bonds,
                   ---------------
the Issuer may execute, and upon receipt of an Issuer Order the Trustee shall
authenticate and deliver, temporary Bonds of any Class which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Bonds of such Class in lieu of which they are issued and with
such variations not inconsistent with the terms of this Indenture as the
officers executing such Bonds may determine, as evidenced by their execution of
such Bonds on behalf of the Issuer.

     If temporary Bonds of any Class are issued, the Issuer will cause
Definitive Bonds of such Class to be prepared without unreasonable delay. After
the preparation of Definitive Bonds of such Class, the temporary Bonds of such
Class shall be exchangeable for Definitive Bonds of such Class upon surrender of
the temporary Bonds of such Class at the office or agency of the Issuer to be
maintained as provided in Section 3.02, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Bonds, the Issuer shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of Definitive Bonds (of the same Class as the temporary
Bonds surrendered) of Minimum Denominations of a like aggregate principal
amount. Until so exchanged, the temporary Bonds of any Class shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Bonds of such Class.

     Section 2.05. Registration; Registration of Transfer and Exchange. The
                   ---------------------------------------------------
Issuer shall cause to be kept a register (the "Register") in which, subject to
such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Bonds and the registration of transfers of Bonds. The
Trustee shall be "Registrar" for the purpose of registering Bonds and transfers
and exchanges of Bonds as herein provided. Upon any resignation of any
Registrar, the Issuer shall promptly appoint a successor or, if it elects not to
make such an appointment, assume the duties of Registrar.

     If a Person other than the Trustee is appointed by the Issuer as Registrar,
the Issuer will give the Trustee prompt written notice of the appointment of
such Registrar and of the location, and any change in the location, of the
Register, and the Trustee shall have the right to inspect the Register at all
reasonable times and to obtain copies thereof, and the Trustee shall have the
right to rely upon a certificate executed on behalf of the Registrar by a
Responsible Officer thereof as to the names and addresses of the Holders of the
Bonds and the principal amounts and number of such Bonds.

     Upon surrender for registration of transfer of any Bond at the office or
agency of the Issuer to be maintained as provided in Section 3.02, the Issuer
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Bonds in any Minimum
Denominations, of a like Class and aggregate principal amount.

                                      -15-

<PAGE>

         At the option of the Holder, Bonds may be exchanged for other Bonds in
any Minimum Denominations, of a like Class and aggregate principal amount, upon
surrender of the Bonds to be exchanged at such office or agency. Whenever any
Bonds are so surrendered for exchange, the Issuer shall execute, and the Trustee
shall authenticate and deliver the Bonds which the Bondholder making the
exchange is entitled to receive.

         All Bonds issued upon any registration of transfer or exchange of Bonds
shall be the valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Bonds surrendered
upon such registration of transfer or exchange.

         Every Bond presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by (a) a written
instrument of transfer in form satisfactory to the Trustee and the Registrar
duly executed by the Holder thereof or such Holder's attorney duly authorized in
writing, with such signature guaranteed by an institution which is a member of
one of the following recognized Signature Guaranty Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee, and (b) such
other documents as the Trustee and the Registrar may require.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Bonds, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Bonds, other than
exchanges pursuant to Section 2.04 not involving any transfer.

         The preceding provisions of this Section notwithstanding, the Issuer
shall not be required to make and the Registrar need not register transfers or
exchanges of Bonds selected for redemption or of any Bond for a period of 15
days preceding the due date for any payment with respect to the Bond.

     Section 2.06. Mutilated, Destroyed, Lost or Stolen Bonds. If (i) any
                   ------------------------------------------
mutilated Bond is surrendered to the Registrar, or the Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any Bond, and
(ii) there is delivered to the Registrar and the Trustee such security,
indemnity or bond as may be required by them to save each of them harmless,
then, in the absence of notice to the Issuer, the Registrar or the Trustee that
such Bond has been acquired by a protected purchaser, the Issuer shall execute
and, upon its request, the Trustee shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a
replacement Bond of like Class, tenor and principal amount, bearing a number not
contemporaneously outstanding; provided, however, that if any such destroyed,
lost or stolen Bond, but not a mutilated Bond, shall have become or within seven
days shall be due and payable, or shall have been called for redemption, instead
of issuing a replacement Bond, the Issuer may pay such destroyed, lost or stolen
Bond when so due or payable or upon the Optional Redemption Date or Mandatory
Redemption Date, as applicable, without surrender thereof. If, after the
delivery of such replacement Bond or payment of a destroyed, lost or stolen Bond
pursuant to the proviso to the preceding sentence, a protected purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for
payment such original Bond, the Issuer and the Trustee shall be entitled to
recover such replacement Bond (or such payment)

                                      -16-

<PAGE>

from the Person to whom it was delivered or any Person taking such replacement
Bond from such Person to whom such replacement Bond was delivered or any
assignee of such Person, except a protected purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Trustee in
connection therewith.

     Upon the issuance of any replacement Bond under this Section, the Issuer
may require the payment by the Holder of such Bond of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other reasonable expenses (including the fees and expenses of the Trustee
and the Registrar) connected therewith. Any duplicate Bond issued pursuant to
this Section 2.06 shall constitute conclusive evidence of the same interest in
the Issuer, as if originally issued, whether or not the lost, stolen or
destroyed Bond shall be found at any time.

     Every replacement Bond issued pursuant to this Section in replacement of
any mutilated, destroyed, lost or stolen Bond shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Bond shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Bonds of the same Class duly issued
hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Bonds.

     Section 2.07. Persons Deemed Owners. Prior to due presentment for
                   ---------------------
registration of transfer of any Bond, the Issuer, the Trustee, the Registrar and
any Paying Agent may treat the Person in whose name any Bond is registered (as
of the day of determination) as the owner of such Bond for the purpose of
receiving payments of principal of and interest on such Bond and for all other
purposes whatsoever, whether or not such Bond be overdue, and neither the
Issuer, the Trustee, the Registrar nor any Paying Agent shall be affected by
notice to the contrary.

     Section 2.08. Payment of Principal and Interest; Interest on Overdue
                   ------------------------------------------------------
Principal; Principal and Interest Rights Preserved.
--------------------------------------------------

     (a) Any installment of interest or principal payable on any Bond which is
punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall be paid to the Person in whose name such Bond (or one or more
Predecessor Bonds) is registered on the Record Date for such Payment Date in the
manner set forth in Section 8.02. The funds represented by any checks returned
undelivered shall be held in accordance with Section 3.03.

     (b) The principal of each Bond of each Class shall be paid, to the extent
funds are available therefor in the Collection Account, in installments on each
Payment Date specified in Section 2.01. Notwithstanding the foregoing, the
entire unpaid principal amount of the Bonds shall be due and payable, if not
previously paid, on the date on which an Event of Default shall have occurred
and be continuing, if the Trustee or the Holders of the Bonds representing not
less than a majority of the Outstanding Amount of the Bonds have declared the
Bonds to be immediately due and payable in the manner provided in Section 5.02.
In such event, all

                                      -17-

<PAGE>

payments of principal on the Bonds shall be made pro rata. The Trustee shall
notify the Person in whose name a Bond is registered at the close of business on
the Record Date preceding the Payment Date on which the Issuer expects that the
final installment of principal of and interest on such Bond will be paid. Such
notice shall be mailed no later than five days prior to such final Payment Date
and shall specify that such final installment will be payable only upon
presentation and surrender of such Bond and shall specify the place where such
Bond may be presented and surrendered for payment of such installment. Notices
in connection with redemptions of Bonds shall be mailed to Bondholders as
provided in Section 10.02 or Section 10.05, as applicable.

     (c) If the Issuer defaults in a payment of interest on the Bonds when due,
the Issuer shall be required to pay such defaulted interest (plus interest on
such defaulted interest at the applicable Bond Interest Rate to the extent
lawful) to the Persons who are Bondholders on a subsequent special record date,
which date shall be at least five Business Days prior to the payment date. The
Issuer shall fix or cause to be fixed any such special record date and payment
date, and, at least 20 days before any such special record date, the Issuer
shall mail to each affected Bondholder a notice that states the special record
date, the payment date and the amount of defaulted interest (plus interest on
such defaulted interest) to be paid.

     Section 2.09. Cancellation. All Bonds surrendered for payment, registration
                   ------------
of transfer, exchange or redemption shall, if surrendered to any Person other
than the Registrar, be delivered to the Registrar and shall be promptly
cancelled by the Registrar. The Issuer may at any time deliver to the Registrar
for cancellation any Bonds previously authenticated and delivered hereunder
which the Issuer may have acquired in any manner whatsoever, and all Bonds so
delivered shall be promptly cancelled by the Registrar. No Bonds shall be
authenticated in lieu of or in exchange for any Bonds cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled
Bonds may be held or disposed of by the Trustee in accordance with its standard
retention or disposal policy as in effect at the time.

     Section 2.10. Authentication and Delivery of Bonds. On the Issuance Date,
                   ------------------------------------
the Bonds shall be executed by the Issuer and delivered to the Trustee for
authentication and thereupon the same shall be authenticated and delivered by
the Trustee upon Issuer Order and upon delivery by the Issuer, at the Issuer's
expense, to the Trustee, and receipt by the Trustee, or the causing to occur by
the Issuer, of the following:

     (a) Issuer Action. An Issuer Order authorizing and directing the execution,
         -------------
authentication and delivery of the Bonds, specifying the principal amount of
Bonds to be so executed, authenticated and delivered, and including directing an
Authorized Representative of the Issuer to execute and deliver, and directing
the Trustee to authenticate, global Bonds, each to be registered in the name of
Cede & Co., as nominee of The Depository Trust Company ("DTC"), and to confirm
its custody of the Bonds to DTC in New York, New York so that the Bonds may be
credited to or upon the order of the Underwriters named in said Issuer Order for
the purchase price specified therein and directing the application of the
proceeds thereof.

     (b) Authorizations.
         --------------

         (i)  An Opinion of Counsel that no authorization, approval or consent
     of any New Hampshir(i)e, Delaware or federal governmental body or bodies at
     the time having

                                      -18-

<PAGE>

     jurisdiction in the premises is required to be obtained by the Issuer for
     the valid issuance, authentication and delivery of such Bonds, except for
     such registrations as are required under the blue sky and securities laws
     of any State or such authorizations, approvals or consents of governmental
     bodies that have been obtained.

          (ii) An Opinion of Counsel that no New Hampshire, Delaware or federal
     authorization, approval or consent of any governmental body or bodies at
     the time having jurisdiction in the premises is required for the valid
     execution and delivery by the Issuer of each of the Basic Documents to
     which the Issuer is a party, except for such authorizations, approvals or
     consents of governmental bodies that have been obtained.

     (c)  Authorizing Certificate. A certificate of an Authorized Officer of the
          -------------------------------------
Issuer certifying that the Issuer has duly authorized the execution and delivery
of this Indenture and the execution, authentication and delivery of the Bonds.

     (d)  The Collateral. The Issuer shall have caused all Collateral to have
          --------------
been Granted to the Trustee and will have caused all filings pursuant to the
Statute, the New Hampshire UCC, the Delaware UCC and any other applicable law as
are necessary to cause the Trustee to have a first priority perfected security
interest in the Collateral to have been duly made.

     (e)  Certificates of the Issuer and the Seller.
          -----------------------------------------

          (i)  An Officer's Certificate from the Issuer, dated as of the
     Issuance Date to the effect that:

               (A)   the Issuer is not in Default under this Indenture and that
          the issuance of the Bonds applied for will not result in any Default
          or in any material breach of any of the terms, conditions or
          provisions of or constitute a default under any material indenture,
          mortgage, deed of trust or other agreement or instrument to which the
          Issuer is a party or by which it or its property is bound or any order
          of any court or administrative agency entered in any Proceeding to
          which the Issuer is a party or by which it or its property may be
          bound or to which it or its property may be subject;

               (B)   all conditions precedent provided in this Indenture
          relating to the authentication and delivery of the Bonds applied for
          have been complied with;

               (C)   all instruments furnished to the Trustee pursuant to this
          Indenture conform to the requirements set forth in this Indenture and
          constitute all of the documents required to be delivered hereunder for
          the Trustee to authenticate and deliver the Bonds applied for, and all
          conditions precedent provided for in this Indenture relating to the
          authentication and delivery of the Bonds have been complied with;

               (D)   the Issuer has not assigned any interest or participation
          in the Collateral except for the Lien of this Indenture and of the
          Statute;

                                      -19-

<PAGE>

                  (E) the Issuer has the power and right to Grant the Collateral
            to the Trustee as security hereunder; and the Issuer, subject to the
            terms of this Indenture, has Granted to the Trustee all of its
            right, title and interest in and to such Collateral free and clear
            of any lien, mortgage, pledge, charge, security interest, adverse
            claim or other encumbrance, except the Lien of this Indenture and of
            the Statute;

                  (F) the Issuer has appointed a firm of Independent certified
            public accountants as contemplated in Section 8.07;

                  (G) attached thereto are duly executed, true and complete
            copies of the Sale Agreement and the Servicing Agreement; and

                  (H) all filings with the NHPUC pursuant to the Statute and all
            UCC financing statements with respect to the Collateral that are
            required to be filed in order to cause the Trustee to have a first
            priority perfected security interest in the Collateral have been
            made.

            (ii)  An Officer's Certificate (as defined in the Sale Agreement)
     from the Seller, dated as of the Issuance Date, to the effect that (a) the
     representations and warranties set forth in Article III of the Sale
     Agreement are true and correct and (b) the attached copies of the Finance
     Order and Issuance Advice Letter creating the RRB Property are true and
     correct.

     (f) Opinion of Counsel. An Opinion of Counsel, portions of which may be
         ------------------
delivered by counsel for the Issuer and portions of which may be delivered by
counsel for the Seller and the Servicer, dated the Issuance Date, in each case
subject to the customary exceptions, qualifications and assumptions contained
therein, to the collective effect that:

            (i)   the Indenture has been duly qualified under the Trust
     Indenture Act;

            (ii)  the Issuer has the limited liability company power and
     authority to execute and deliver this Indenture and to issue the Bonds, and
     this Indenture and the Bonds have been duly authorized and the Issuer is
     duly formed and is validly existing in good standing under the laws of the
     jurisdiction of its organization;

            (iii) the Indenture has been duly authorized, executed and delivered
     by the Issuer;

            (iv)  all instruments furnished to the Trustee as conditions
     precedent to the delivery of the Bonds conform to the requirements of this
     Indenture and constitute all documents required to be delivered hereunder
     to authorize the Trustee to execute and deliver Bonds;

            (v)   the Bonds applied for have been duly authorized and executed
     and, when authenticated in accordance with the provisions of the Indenture
     and delivered against payment of the purchase price therefor, will
     constitute valid and binding obligations of the Issuer, entitled to the
     benefits of the Indenture subject to bankruptcy, insolvency,

                                      -20-

<PAGE>

reorganization, moratorium, fraudulent transfer and other laws relating to or
affecting the rights of creditors generally and general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law);

         (vi)   this Indenture, the Sale Agreement, the Servicing Agreement and
the Fee and Indemnity Agreement are valid and binding agreements of the Issuer,
enforceable in accordance with their respective terms, except as such
enforceability against the Issuer may be subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other laws relating to or
affecting the rights of creditors generally and general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law);

         (vii)  (A) under RSA 369-B:7, II, the provisions of this Indenture
create in favor of the Trustee to secure payment of the Secured Obligations a
security interest in all right, title and interest, whether now owned or
hereafter acquired, of the Issuer in the RRB Property; (B) the Finance Order
authorizes the RRB Charge included in the RRB Property; (C) the aforesaid
security interest in the RRB Property under this Indenture has attached to the
RRB Property or (in the case of any after acquired property) will attach as it
comes into existence; (D) a financing statement which describe the RRB Property
by reference to the Finance Order have been presented for filing in the office
of the Secretary of the State of New Hampshire, and all filing fees required in
connection therewith have been paid, in accordance with Part 5 of Article 9 of
the New Hampshire UCC; and (E) such security interest in the RRB Property
granted by the Issuer under this Indenture is valid and enforceable against the
Issuer and is perfected or (in the case of any after acquired property) will be
valid, enforceable and perfected as such property comes into existence, subject
in each case to (x) the rights of any third parties holding security interests
in the RRB Property perfected in the manner described in RSA 369-B:7 prior to
perfection by filing of the security interest granted under this Indenture and
(y) rights arising under the first priority lien arising under RSA 369-B:7, VIII
described in Section 2.10(f)(viii);

         (viii) (A) the Statute creates a Statutory Lien on the RRB Property
securing all obligations, then existing or subsequently arising, to the holders
of the Bonds in respect of the Bonds and all Secured Obligations, then existing
or subsequently arising, to the Trustee in its capacity as such; (B) such
Statutory Lien is valid, perfected and enforceable against the Issuer and all
third parties without any further public notice; and (C) the Statute provides
that conflicting Statutory Liens on RRB Property arising under RSA 369-B:7, VIII
rank in order of time of perfection;

         (ix)   (A) the provisions of this Indenture create in favor of the
Trustee a security interest in the right, title and interest, whether now owned
or hereafter acquired, of the Issuer in respect of the Collateral; (B) such
security interest will attach to the Collateral as it comes into existence; (C)
a financing statement which describe the Collateral have been presented for
filing in the office of the Secretary of the State of Delaware, and all filing
fees required in connection therewith have been paid in accordance with Article
9 of the Delaware UCC; and (D) such security interest in the Sale Agreement, the
Servicing Agreement, the Administration Agreement and all

                                      -21-

<PAGE>

accounts, general intangibles, equipment and inventory (as such terms are
defined in the Delaware UCC) of the Issuer and all other Collateral in which a
security interest can be perfected by the filing of financing statements in
Delaware under the Delaware UCC (collectively, the "UCC Collateral") granted by
the Issuer under this Indenture is valid and enforceable against the Issuer and
is perfected or (in the case of after acquired property) will be valid,
enforceable and perfected as such property comes into existence, subject in each
case to the rights of any third parties holding security interests in the UCC
Collateral perfected in the manner described in Article 9 of the Delaware UCC
prior to perfection by filing of the security interest therein granted under
this Indenture;

         (x)    either (A) the registration statement covering the Bonds is
effective under the Securities Act and, to the best of such counsel's knowledge
and information, no stop order suspending the effectiveness of such registration
statement has been issued under the Securities Act and no proceedings for that
purpose have been initiated or are pending or threatened by the Commission or
(B) the Bonds are exempt from the registration requirements under the Securities
Act;

         (xi)   the Issuer is not an "investment company" or under the "control"
of an "investment company" as such terms are defined under the Investment
Company Act of 1940, as amended;

         (xii)  the Sale Agreement is a valid and binding agreement of the
Seller enforceable against the Seller in accordance with its terms except as
such enforceability may be subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other laws relating to or affecting the
rights of creditors generally and general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law);

         (xiii) the Servicing Agreement is a valid and binding agreement of the
Servicer enforceable against the Servicer in accordance with its terms except as
such enforceability may be subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other laws relating to or affecting the
rights of creditors generally and general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law);

         (xiv)  upon the delivery of the fully executed Sale Agreement to the
Issuer and the payment of the purchase price of the RRB Property by the Issuer
to the Seller pursuant to the Sale Agreement, then (1) the transfer of the RRB
Property by the Seller to the Issuer pursuant to the Sale Agreement conveys the
Seller's right, title and interest in the RRB Property to the Issuer and will be
treated under the laws of the State of New Hampshire as an absolute transfer of
all of the Seller's right, title, and interest in the RRB Property, other than
for federal and state income and franchise tax purposes and notwithstanding any
contrary treatment of such transfer for accounting purposes, (2) such transfer
of the RRB Property is perfected, (3) a financing statement has been filed in
favor of the Issuer that describes the RRB Property by reference to the Finance
Order, in accordance with RSA 369-B:6,VII and (4) assuming that the Issuer does
not have notice

                                      -22-

<PAGE>

         or knowledge of any conflicting assignment of the RRB Property, the
         transfer of the RRB Property to the Issuer will have priority over any
         other assignment of the RRB Property;

                (xv)   (1) the Finance Order has been duly issued and authorized
         by the NHPUC and the Finance Order, giving effect to the Issuance
         Advice Letter, is effective; (2) the Issuer constitutes a "financing
         entity" under RSA 369-B:2, VI and the Bonds are "rate reduction bonds"
         under RSA 369-B:2, X; (3) as of the issuance of the Bonds, the Bonds
         are entitled to the protections provided in the Statute; (4) the
         Finance Order is no longer subject to appeal by any Person in state
         courts of the State of New Hampshire; and (5) the Servicer is
         authorized to file through the legal final maturity date periodic RRB
         Charge adjustments to the extent necessary to ensure the timely
         recovery of revenues sufficient to provide for the payment of an amount
         equal to the sum of the periodic Bond payment requirements for the
         upcoming year, which includes indemnity obligations under the Basic
         Documents;

                (xvi)  any state action (whether legislative, by NHPUC, or
         otherwise) to revoke or limit the Finance Order, the Issuance Advice
         Letter, the RRB Property or the RRB Charge in a manner which would
         substantially impair the rights of Bondholders would be subject to a
         successful constitutional contracts clause defense; and

                (xvii) such other matters as the Trustee may reasonably require.

         (g)    Accountant's Letter. A letter addressed to the Issuer and the
                -------------------
Trustee complying with the requirements of Section 11.01(a), of a firm of
Independent certified public accountants of recognized national reputation to
the effect that (a) such accountants are Independent with respect to the Issuer
within the meaning of the Indenture, and are independent public accountants
within the meaning of the standards of The American Institute of Certified
Public Accountants, and (b) with respect to the Collateral, they have made
certain specified recalculations of calculations and information provided by the
underwriters for the purpose of determining that, based on certain specified
assumptions used in calculating estimated collections based on the initial RRB
Charge, as of the Issuance Date such estimated collections based on the initial
RRB Charge are sufficient to pay (w) assumed Operating Expenses when incurred,
plus (x) the Overcollateralization Amount set forth in the Final Prospectus (as
such term is defined in the Underwriting Agreement), plus (y) interest on the
Bonds at their respective Bond Interest Rates when due as set forth in the Final
Prospectus, plus (z) principal of the Bonds in accordance with the Expected
Amortization Schedule set forth in the Final Prospectus and found the
calculations to be mathematically correct.

         (h)    Ratings on the Bonds. The Trustee shall receive evidence
                --------------------
reasonably satisfactory to it that the Bonds shall have been rated AAA by
Standard & Poor's, Aaa by Moody's, and AAA by Fitch, or, in each case, the
equivalent.

         (i)    Other Requirements.  Such other documents, certificates,
                ------------------
agreements, instruments or opinions as the Trustee may reasonably require.

                                      -23-

<PAGE>

         Section 2.11.  Book-Entry and Definitive Bonds.
                        -------------------------------

         (a)    The Bonds of any Class may be issued in the form of one or more
typewritten Bonds representing the Book-Entry Bonds of that Class, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Issuer. In such case, the Bonds of such Class delivered to The
Depository Trust Company shall initially be registered on the Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no
Bondholder will receive a Definitive Bond representing such Bondholder's
interest in the Bond of such Class, except as provided in Section 2.11(c) below.
Unless and until definitive, fully registered Bonds ("Definitive Bonds") of such
Class have been issued pursuant to Section 2.11(c) below:

                (i)     the provisions of this Section 2.11 shall be in full
         force and effect with respect to the Bonds of such Class;

                (ii)    the Issuer, the Paying Agent, the Registrar and the
         Trustee may deal with the Clearing Agency for all purposes of this
         Indenture (including the making of payments on the Bonds of such Class)
         as the authorized representative of the Bondholders of Bonds of such
         Class;

                (iii)   to the extent that the provisions of this Section 2.11
         conflict with any other provisions of this Indenture, the provisions of
         this Section 2.11 shall control;

                (iv)    the rights of Bondholders of Bonds of such Class shall
         be exercised only through the Clearing Agency and shall be limited to
         those established by law and agreements between such Bondholders and
         the Clearing Agency Participants; and until Definitive Bonds of such
         Class are issued pursuant to Section 2.11(c) below, the Clearing Agency
         will make book-entry transfers among the Clearing Agency Participants
         and receive and transmit payments of principal of and interest on the
         Bonds of such Class to such Clearing Agency Participants; and

                (v)     whenever this Indenture requires or permits actions to
         be taken based upon instructions or directions of Bondholders holding
         Bonds of such Class representing a specified percentage of the
         aggregate Outstanding Amount of Bonds of such Class, the Clearing
         Agency shall be deemed to represent such percentage only to the extent
         that it has received instructions to such effect from Bondholders or
         Clearing Agency Participants owning or representing, respectively,
         Bonds representing such percentage of the aggregate Outstanding Amount
         of Bonds of such Class, and has delivered such instructions to the
         Trustee; the Trustee shall have no obligation to determine whether the
         Clearing Agency has in fact received any such instructions.

         (b)    Whenever notice or other communication to the Holders of Bonds
of any Class issued in the form of Bonds representing Book-Entry Bonds is
required under this Indenture, unless and until Definitive Bonds of such Class
shall have been issued pursuant to Section 2.11(c), the Trustee shall give all
such notices and communications specified herein to be given to Holders of Bonds
of such Class to the Clearing Agency.

                                      -24-

<PAGE>

         (c)  If (i) the Clearing Agency advises the Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Bonds of a Class, and the Trustee or the
Issuer is unable to locate a qualified successor, (ii) the Issuer at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency with respect to the Bonds of such Class or (iii)
after the occurrence of an Event of Default with respect to any Class of Bonds,
Bondholders representing beneficial interests aggregating at least a majority of
the Outstanding Amount of the Bonds advise the Clearing Agency and the Trustee
in writing that the continuation of a book-entry system through the Clearing
Agency is no longer in the best interests of the Bondholders, then the Clearing
Agency shall notify all Bondholders and the Trustee of the occurrence of any
such event and of the availability of Definitive Bonds to Bondholders requesting
the same. Upon surrender to the Trustee of the typewritten Bond or Bonds
representing the Book-Entry Bonds by the Clearing Agency, accompanied by
registration instructions, the Issuer shall execute and the Trustee shall
authenticate the Definitive Bonds in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Registrar or the Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions. Upon the
issuance of Definitive Bonds, the Trustee shall recognize the Holders of the
Definitive Bonds as Bondholders.

         Section 2.12.  Release of Collateral. Subject to Section 11.01, the
                        ---------------------
Trustee shall release property from the Lien of this Indenture only as specified
in Section 8.02 or upon receipt of an Issuer Request accompanied by an Officer's
Certificate, an Opinion of Counsel and Independent Certificates in accordance
with Trust Indenture Act (S)(S) 314(c) and 314(d)(l) or an Opinion of Counsel in
lieu of such Independent Certificates to the effect that the Trust Indenture Act
does not require any such Independent Certificates.

                                  ARTICLE III

                                   Covenants
                                   ---------

         Section 3.01.  Payment of Principal and Interest. The Issuer will duly
                        ---------------------------------
and punctually pay the principal of and interest on the Bonds in accordance with
the terms of the Bonds and this Indenture. Amounts properly withheld under the
Code by any Person from a payment to any Bondholder of interest or principal
shall be considered as having been paid by the Issuer to such Bondholder for all
purposes of this Indenture.

         Section 3.02.  Maintenance of Office or Agency. The Issuer will
                        -------------------------------
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Bonds may be surrendered for registration of transfer or exchange. The
Issuer hereby initially appoints the Trustee to serve as its agent for the
foregoing purposes. The Issuer will give prompt written notice to the Trustee of
the location, and of any change in the location, of any such office or agency.
If at any time the Issuer shall fail to maintain any such office or agency or
shall fail to furnish the Trustee with the address thereof, such surrenders may
be made at the Corporate Trust Office, and the Issuer hereby appoints the
Trustee as its agent to receive all such surrenders.

         Section 3.03.  Money for Payments To Be Held in Trust. As provided in
                        --------------------------------------
Section 8.02(a), all payments of amounts due and payable with respect to any
Bonds that are to be made from

                                      -25-

<PAGE>

amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall
be made on behalf of the Issuer by the Trustee or by another Paying Agent, and
no amounts so withdrawn from the Collection Account for payments of Bonds shall
be paid over to the Issuer except as provided in this Section and Section 8.02.

         The Issuer will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby
so agrees), subject to the provisions of this Section, that such Paying Agent
will:

         (a)  hold all sums held by it for the payment of amounts due with
respect to the Bonds 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 and pay such sums to such Persons as herein provided;

         (b)  give the Trustee notice of any Default by the Issuer (or any other
obligor upon the Bonds) of which it has actual knowledge in the making of any
payment required to be made with respect to the Bonds;

         (c)  at any time during the continuance of any such Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent;

         (d)  immediately resign as a Paying Agent and forthwith pay to the
Trustee all sums held by it in trust for the payment of Bonds if at any time it
ceases to meet the standards required to be met by a Paying Agent at the time of
its appointment; and

         (e)  comply with all requirements of the Code with respect to the
withholding from any payments made by it on any Bonds of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith.

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Trustee all sums held in trust by
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which the sums were held by such Paying Agent; and upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

         Subject to applicable laws with respect to escheat of funds or other
applicable abandoned property laws, any money held by the Trustee or any Paying
Agent in trust for the payment of any amount due with respect to any Bond and
remaining unclaimed for two years after such amount has become due and payable
shall be discharged from such trust and be paid to the Issuer on Issuer Request;
and, subject to Section 11.15, the Holder of such Bond shall thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Issuer cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in The City of New York, notice that

                                      -26-

<PAGE>

such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer. The Trustee
may also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such repayment (including mailing notice of such
repayment to Holders whose Bonds have been called but have not been surrendered
for redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Trustee or of any Paying Agent,
at the last address of record for each such Holder).

         Section 3.04.  Existence. The Issuer will keep in full effect its
                        ---------
existence, rights and franchises as a limited liability company under the laws
of the State of Delaware (unless, subject to the provisions of Section 3.10, it
becomes, or any successor Issuer hereunder is or becomes, organized under the
laws of any other State or of the United States of America, in which case the
Issuer will keep in full effect its existence, rights and franchises under the
laws of such other jurisdiction) and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Bonds, the Collateral and each other instrument or agreement included in the
Collateral.

         Section 3.05.  Protection of Collateral. The Issuer will from time to
                        ------------------------
time execute and deliver all such supplements and amendments hereto and all such
filings with the NHPUC pursuant to the Statute, financing statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:

         (a)     maintain or preserve the Lien (and the priority thereof) of
this Indenture or carry out more effectively the purposes hereof;

         (b)     perfect, publish notice of or protect the validity of any Grant
made or to be made by this Indenture;

         (c)     enforce any of the Collateral;

         (d)     preserve and defend title to the Collateral and the rights of
the Trustee and the Bondholders in such Collateral against the claims of all
Persons and parties, including the challenge by any party to the validity or
enforceability of the Finance Order, any Issuance Advice Letter or the RRB
Property or any proceeding relating thereto and institute any action or
proceeding necessary to compel performance by the NHPUC or the State of New
Hampshire of any of its obligations or duties under the Statute, the Finance
Order or any Issuance Advice Letter; or

         (e)     pay any and all taxes levied or assessed upon all or any part
of the Collateral.

         The Issuer hereby designates the Trustee its agent and attorney-in-fact
to execute any filings with the NHPUC pursuant to the Statute, financing
statement, continuation statement or other instrument required by the Trustee
pursuant to this Section, it being understood that the Trustee shall have no
such obligation. The Trustee agrees not to execute any such filings prior to a
Default unless the Issuer shall have failed to make any such filing on a timely
basis, which in

                                      -27-

<PAGE>

the case of continuation statements with respect to financing statements and
similar instruments shall mean at least five Business Days prior to the
expiration date for such filing.

         The Issuer hereby agrees to file promptly after the date hereof, and
the Trustee hereby authorizes the filing of, financing statements in lieu of
continuation statements with respect to the financing statements filed in New
Hampshire on or prior to the Issuance Date that name the Issuer as debtor in
accordance with the provisions of Article 9 of the Delaware UCC.

         Section 3.06.  Opinions as to Collateral.
                        -------------------------

         (a)     On the Issuance Date, the Issuer shall furnish to the Trustee
an Opinion of Counsel either stating that, in the opinion of such counsel, (A)
such action has been taken (and reciting the details of such action) with
respect to the recording and filing of this Indenture and any other requisite
documents, and with respect to the execution and filing of any filings with the
NHPUC pursuant to the Statute, financing statements and continuation statements,
as are necessary to perfect the Lien of this Indenture, or (B) no such action is
necessary to make such Lien effective.

         (b)     Prior to the effectiveness of any amendment to the Sale
Agreement, the Issuer shall furnish to the Trustee an Opinion of Counsel either
(A) stating that, in the opinion of such counsel, all filings, including filings
with the NHPUC pursuant to the Statute and any UCC financing statements, have
been executed and filed that are necessary fully to preserve and protect the
interest of the Issuer and the Trustee in the RRB Property and the proceeds
thereof, and reciting the details of such filings or referring to prior Opinions
of Counsel in which such details are given, or (B) stating that, in the opinion
of such counsel, no such action shall be necessary to preserve and protect such
interest.

         (c)     The Issuer shall furnish to the Trustee not later than March 31
of each year (commencing with March 31, 2003), an Opinion of Counsel either
stating that, in the opinion of such counsel, (A) such action has been taken
(and reciting the details of such action or referring to prior Opinions of
Counsel in which such details are given) with respect to the recording and
filing of this Indenture and any other requisite documents, and with respect to
the execution and filing of any filings with the NHPUC pursuant to the Statute,
financing statements and continuation statements, as are necessary to maintain
and continue the perfection and priority of the Lien of this Indenture until
March 31 of the following year, or (B) no such action is necessary to maintain
such Lien.

         Section 3.07.  Performance of Obligations; Servicing; NHPUC Filings.
                        ----------------------------------------------------

         (a)     The Issuer (i) will diligently pursue any and all actions to
enforce its rights under each instrument or agreement included in the Collateral
and (ii) will not take any action and will use its reasonable efforts not to
permit any action to be taken by others that would release any Person from any
of such Person's covenants or obligations under any such instrument or agreement
or that would result in the amendment, hypothecation, subordination, termination
or discharge of, or impair the validity or effectiveness of, any such instrument
or agreement, except, in each case, as expressly permitted in this Indenture,
the Sale Agreement, the Servicing Agreement or such other instrument or
agreement.

                                      -28-

<PAGE>

     (b) The Issuer may contract with other Persons to assist it in performing
its duties under this Indenture, and any performance of such duties by a Person
identified to the Trustee in an Officer's Certificate of the Issuer shall be
deemed to be action taken by the Issuer. Initially, the Issuer has contracted
with the Administrator and the Servicer to assist the Issuer in performing its
duties under this Indenture.

     (c) The Issuer will punctually perform and observe all of its obligations
and agreements contained in this Indenture, the Basic Documents and in the
instruments and agreements included in the Collateral, including filing or
causing to be filed all filings with the NHPUC pursuant to the Statute, UCC
financing statements and continuation statements required to be filed by it by
the terms of this Indenture, the Sale Agreement and the Servicing Agreement in
accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly permitted therein, the Issuer shall not waive,
amend, modify, supplement or terminate any Basic Document or any provision
thereof without the written consent of the Trustee (which consent shall not be
withheld if (i) the Trustee shall have received an Officer's Certificate stating
that such waiver, amendment, modification, supplement or termination shall not
adversely affect in any material respect the interests of the Bondholders and
(ii) the Rating Agency Condition shall have been satisfied with respect thereto)
or the Holders of at least a majority of the Outstanding Amount of Bonds.

     (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Default under the Servicing Agreement, the Issuer shall promptly give written
notice thereof to the Trustee and the Rating Agencies, and shall specify in such
notice the action, if any, the Issuer is taking with respect to such default. If
a Servicer Default shall arise from the failure of the Servicer to perform any
of its duties or obligations under the Servicing Agreement with respect to the
RRB Property, including the RRB Charge, the Issuer shall take all reasonable
steps available to it to remedy such failure.

     (e) As promptly as possible after the giving of notice to the Servicer, the
Trustee and the Rating Agencies of termination of the Servicer's rights and
powers pursuant to Section 7.01 of the Servicing Agreement, the Issuer, subject
to the approval of the NHPUC pursuant to the Finance Order, shall appoint a
successor Servicer (the "Successor Servicer") with the Trustee's prior written
consent thereto (which consent shall not be unreasonably withheld), and such
Successor Servicer shall accept its appointment by a written assumption in a
form acceptable to the Issuer and the Trustee. A Person shall qualify as a
Successor Servicer only if such Person satisfies the requirements of the
Servicing Agreement. If within 30 days after the delivery of the notice referred
to above, the Issuer shall not have obtained such a new Servicer, the Trustee
may petition the NHPUC or a court of competent jurisdiction to appoint a
Successor Servicer. In connection with any such appointment, the Issuer may make
such arrangements for the compensation of such successor as it and such
successor shall agree, subject to the limitations set forth below and in the
Servicing Agreement, and in accordance and in compliance with Section 7.02 of
the Servicing Agreement, the Issuer shall enter into an agreement with such
successor for the servicing of the RRB Property (such agreement to be in form
and substance reasonably satisfactory to the Trustee).

     (f) Upon any termination of the Servicer's rights and powers pursuant to
the Servicing Agreement, the Trustee shall promptly notify the Issuer, the
Bondholders and the

                                      -29-

<PAGE>

Rating Agencies. As soon as a Successor Servicer is appointed, the Issuer shall
notify the Trustee, the Bondholders and the Rating Agencies of such appointment,
specifying in such notice the name and address of such Successor Servicer.

     (g) Without derogating from the absolute nature of the assignment granted
to the Trustee under this Indenture or the rights of the Trustee hereunder, the
Issuer agrees that it will not, without the prior written consent of the Trustee
(which consent shall not be withheld if (i) the Trustee shall have received an
Officer's Certificate stating that such amendment, modification, waiver,
supplement, termination or surrender shall not adversely affect in any material
respect the interests of the Bondholders and (ii) the Rating Agency Condition
shall have been satisfied with respect thereto) or the Holders of at least a
majority in Outstanding Amount of the Bonds, amend, modify, waive, supplement,
terminate or surrender, or agree to any amendment, modification, waiver,
supplement, termination or surrender of, the terms of any Collateral or the
Basic Documents, or waive timely performance or observance of any material term
by the Seller or the Servicer under the Sale Agreement or the Servicing
Agreement, respectively. If any such amendment, modification, supplement or
waiver shall be so consented to by the Trustee or such Holders, the Issuer
agrees to execute and deliver, in its own name and at its own expense, such
agreements, instruments, consents and other documents as shall be necessary or
appropriate in the circumstances. The Issuer agrees that no such amendment,
modification, supplement or waiver shall adversely affect the rights of the
Holders of the Bonds Outstanding at the time of any such amendment,
modification, supplement or waiver, except as otherwise agreed to by the Holders
in accordance with the Basic Documents.

     (h) The Issuer shall file with the Commission such periodic reports, if
any, as are required from time to time under Section 13 or 15(d) of the Exchange
Act.

     (i) The Issuer shall make all filings required under the Statute relating
to the transfer of the ownership or security interest in the RRB Property other
than those required to be made by the Seller pursuant to the Basic Documents.

     Section 3.08. Negative Covenants. So long as any Bonds are Outstanding, the
                   ------------------
Issuer shall not:

     (a) except as expressly permitted by this Indenture, sell, transfer,
exchange or otherwise dispose of any of the properties or assets of the Issuer,
including those included in the Collateral, unless directed to do so by the
Trustee in accordance with Article V;

     (b) claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Bonds (other than amounts properly withheld
from such payments under the Code) or assert any claim against any present or
former Bondholder by reason of the payment of the taxes levied or assessed upon
any part of the Collateral;

     (c) terminate its existence or dissolve or liquidate in whole or in part;
or

     (d) (A) permit the validity or effectiveness of this Indenture to be
impaired, or permit the Lien of this Indenture to be amended, subordinated,
terminated or discharged, or permit any Person to be released from any covenants
or obligations with respect to the Bonds under this Indenture except as may be
expressly permitted hereby, (B) permit any lien, charge, excise,

                                      -31-

<PAGE>

claim, security interest, mortgage or other encumbrance (other than the Lien of
this Indenture and the Statutory Lien) to be created by the Issuer on or extend
to or otherwise arise upon or burden the Collateral or any part thereof or any
interest therein or the proceeds thereof or (C) subject to the Statutory Lien,
permit the Lien of this Indenture not to constitute a valid first priority
security interest in the Collateral.

     Section 3.09. Annual Statement as to Compliance. The Issuer will deliver to
                   ---------------------------------
the Trustee and the Rating Agencies not later than March 31 of each year
(commencing with March 31, 2003), an Officer's Certificate stating, as to the
Authorized Officer signing such Officer's Certificate, that

     (a) a review of the activities of the Issuer during the preceding twelve
months ended December 31 (or, in the case of the Officer's Certificate to be
delivered on or before March 31, 2003, the period of time from the date of this
Indenture until December 31, 2002), and of performance under this Indenture has
been made under such Authorized Officer's supervision; and

     (b) to such Authorized Officer's knowledge, based on such review, the
Issuer has complied with all conditions and covenants under this Indenture
throughout such twelve month period, or, if there has been a default in so
complying with any such condition or covenant, specifying each such default
known to such Authorized Officer and the nature and status thereof.

     Section 3.10. Issuer May Consolidate, etc., Only on Certain Terms.
                   ---------------------------------------------------

     (a) The Issuer shall not consolidate or merge with or into any other
Person, unless

         (i)   the Person (if other than the Issuer) formed by or surviving such
     consolidation or merger shall be a Person organized and existing under the
     laws of the United States of America or any State and shall expressly
     assume, by an indenture supplemental hereto, executed and delivered to the
     Trustee, in form and substance reasonably satisfactory to the Trustee, the
     due and punctual payment of the principal of and interest on all Bonds and
     the performance or observance of every agreement and covenant of this
     Indenture on the part of the Issuer to be performed or observed, all as
     provided herein;

         (ii)  immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing;

         (iii) the Rating Agency Condition shall have been satisfied with
     respect to such transaction;

         (iv)  the Issuer shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to the Trustee) to the effect that such
     transaction will not have any material adverse tax consequence to the
     Issuer or any Bondholder;

         (v)   any action as is necessary to maintain the Lien created by this
     Indenture shall have been taken; and

                                      -31-

<PAGE>

          (vi)  the Issuer shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel each stating that such consolidation
     or merger and such supplemental indenture comply with this Section 3.10 and
     that all conditions precedent herein provided for relating to such
     transaction have been complied with (including any filing required by the
     Exchange Act).

     (b)  Except as specifically provided herein, the Issuer shall not convey or
transfer any of its properties or assets, including those included in the
Collateral, to any Person, unless

          (i)   the Person that acquires by conveyance or transfer the
     properties and assets of the Issuer the conveyance or transfer of which is
     hereby restricted shall (A) be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any State, (B) expressly assumes, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form and substance reasonably
     satisfactory to the Trustee, the due and punctual payment of the principal
     of and interest on all Bonds and the performance or observance of every
     agreement and covenant of this Indenture on the part of the Issuer to be
     performed or observed, all as provided herein, (C) expressly agrees by
     means of such supplemental indenture that all right, title and interest so
     conveyed or transferred shall be subject and subordinate to the rights of
     Holders of the Bonds, (D) unless otherwise provided in the supplemental
     indenture referred to in clause (B) above, expressly agrees to indemnify,
     defend and hold harmless the Trustee against and from any loss, liability
     or expense arising under or related to this Indenture and the Bonds and (E)
     expressly agrees by means of such supplemental indenture that such Person
     (or if a group of Persons, then one specified Person) shall make all
     filings with the Commission (and any other appropriate Person) required by
     the Exchange Act in connection with the Bonds;

          (ii)  immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing;

          (iii) the Rating Agency Condition shall have been satisfied with
     respect to such transaction;

          (iv)  the Issuer shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to the Trustee) to the effect that such
     transaction will not have any material adverse tax consequence to the
     Issuer or any Bondholder;

          (v)   any action as is necessary to maintain the Lien created by this
     Indenture shall have been taken; and

          (vi)  the Issuer shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel each stating that such conveyance or
     transfer and such supplemental indenture comply with this Section 3.10 and
     that all conditions precedent herein provided for relating to such
     transaction have been complied with (including any filing required by the
     Exchange Act).

                                      -32-

<PAGE>

     Section 3.11. Successor or Transferee.
                   -----------------------

     (a) Upon any consolidation or merger of the Issuer in accordance with
Section 3.10(a), the Person formed by or surviving such consolidation or merger
(if other than the Issuer) shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuer under this Indenture with the same
effect as if such Person had been named as the Issuer herein.

     (b) Except as set forth in Section 6.06, upon a conveyance or transfer of
all the assets and properties of the Issuer pursuant to Section 3.10(b), PSNH
Funding LLC 2 will be released from every covenant and agreement of this
Indenture to be observed or performed on the part of the Issuer with respect to
the Bonds immediately upon the delivery of written notice by PSNH Funding LLC 2
to the Trustee stating that PSNH Funding LLC 2 is to be so released.

     Section 3.12. No Other Business. The Issuer shall not engage in any
                   -----------------
business other than financing, purchasing, owning and managing the RRB Property
in the manner contemplated by this Indenture and the Basic Documents and
activities incidental thereto.

     Section 3.13. No Borrowing. The Issuer shall not issue, incur, assume,
                   ------------
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Bonds.

     Section 3.14. Servicer's Obligations. The Issuer shall enforce the
                   ----------------------
Servicer's compliance with all of the Servicer's material obligations under the
Servicing Agreement.

     Section 3.15. No Additional Bonds. The Issuer shall not issue any
                   -------------------
additional Bonds hereunder, except pursuant to Section 2.05 or Section 2.06.

     Section 3.16. Guarantees, Loans, Advances and Other Liabilities. Except as
                   -------------------------------------------------
otherwise contemplated by the Sale Agreement, the Servicing Agreement or this
Indenture, the Issuer shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance on any obligation or capability of so
doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

     Section 3.17. Capital Expenditures. Other than expenditures in an aggregate
                   --------------------
amount not to exceed $25,000 in any calendar year, the Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

     Section 3.18. Non-Routine Periodic Adjustment. The Issuer agrees that it
                   -------------------------------
shall not consent to a Non-Routine Periodic Adjustment pursuant to Section
4.01(c) of the Servicing Agreement unless the Rating Agency Condition shall have
been satisfied.

     Section 3.19. Restricted Payments. The Issuer shall not, directly or
                   -------------------
indirectly, while the Bonds are Outstanding (i) pay any dividend or make any
distribution (by reduction of capital or otherwise), whether in cash, property,
securities or a combination thereof, to any owner of a beneficial interest in
the Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire
for value any such

                                      -33-

<PAGE>

ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose; provided, however, that, if no Event
of Default shall have occurred and be continuing, the Issuer may make, or cause
to be made, any such distributions to any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer using funds distributed to the Issuer pursuant to Section
8.02 to the extent that such distributions would not cause the amount of the
Capital Subaccount to decline below the Required Capital Level. The Issuer will
not, directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with this Indenture and the Basic
Documents.

     Section 3.20. Notice of Events of Default. The Issuer agrees to give the
                   ---------------------------
Trustee, and the Rating Agencies prompt written notice of each Event of Default
hereunder and each default on the part of the Seller or the Servicer of its
obligations under the Sale Agreement or the Servicing Agreement, respectively.

     Without limiting the foregoing, the Issuer shall deliver to a Responsible
Officer of the Trustee and to the Rating Agencies, within five Business Days
after an Authorized Officer of the Issuer has knowledge of the occurrence
thereof, written notice in the form of an Officer's Certificate of any event
which with the giving of notice and the lapse of time would become an Event of
Default under Section 5.01(d), its status and what action the Issuer is taking
or proposes to take with respect thereto.

     Section 3.21. Further Instruments and Acts. Upon request of the Trustee,
                   ----------------------------
the Issuer will execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture. The Issuer will take all actions, and make all
filings, necessary to obtain and maintain a first priority perfected security
interest in the Collateral in favor of the Trustee.

     Section 3.22. Change in Chief Executive Office or Jurisdiction of
                   ---------------------------------------------------
Organization. The Issuer shall not change its chief executive office or the
------------
jurisdiction of its formation without previously having delivered to the Trustee
an Opinion of Counsel to the effect that all actions have been taken, and all
filings have been made, as are necessary to continue and maintain the first
priority perfected security interest of the Trustee in the Collateral.

     Section 3.23. Notice to Rating Agencies of Amendment of Other Basic
                   -----------------------------------------------------
Documents. Promptly after the execution of any amendment to any of the Basic
---------
Documents (other than this Indenture), the Issuer shall mail to the Rating
Agencies a notice setting forth in general terms the substance of such
amendment. Any failure of the Issuer to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment. If any such amendment requires satisfaction of the Rating Agency
Condition, the notice requirements contained in this Section 3.23 are in
addition to the notice requirements that may otherwise apply. Notice to the
Rating Agencies of the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to Section 9.01 or Section 9.02 shall be given
by the Trustee in accordance with such Section.

                                      -34-

<PAGE>

                                   ARTICLE IV

                     Satisfaction and Discharge; Defeasance
                     --------------------------------------

     Section 4.01. Satisfaction and Discharge of Indenture; Defeasance.
                   ---------------------------------------------------

     (a)  This Indenture shall cease to be of further effect with respect to the
Bonds and the Trustee, on reasonable demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Bonds, when

          (i)   either all Bonds theretofore authenticated and delivered (other
     than (i) Bonds that have been mutilated, destroyed, lost or stolen and that
     have been replaced or paid as provided in Section 2.06 and (ii) Bonds for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Issuer and thereafter repaid to the Issuer or
     discharged from such trust, as provided in Section 3.03) have been
     delivered to the Trustee for cancellation; or the Scheduled Maturity Date
     or Redemption Date has occurred with respect to all Bonds not theretofore
     delivered to the Trustee for cancellation, and the Issuer has irrevocably
     deposited or caused to be irrevocably deposited with the Trustee cash, in
     trust for such purpose, in an amount sufficient to pay and discharge the
     entire indebtedness on such Bonds not theretofore delivered to the Trustee
     for cancellation on the Scheduled Maturity Date therefor;

          (ii)  the Issuer has paid or caused to be paid all other sums payable
     hereunder by the Issuer; and

          (iii) the Issuer has delivered to the Trustee an Officer's
     Certificate, an Opinion of Counsel and (if required by the Trust Indenture
     Act or the Trustee) an Independent Certificate from a firm of certified
     public accountants, each meeting the applicable requirements of Section
     11.01(a) and each stating that all conditions precedent herein provided for
     relating to the satisfaction and discharge of this Indenture with respect
     to the Bonds have been complied with.

     (b)  Subject to Sections 4.01(c) and 4.02, the Issuer at any time may
terminate (i) all its obligations under this Indenture with respect to the Bonds
("Legal Defeasance Option") or (ii) its obligations under Sections 3.04, 3.05,
3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17 and 3.18 and
the operation of Section 5.01(d) ("Covenant Defeasance Option") with respect to
the Bonds. The Issuer may exercise the Legal Defeasance Option notwithstanding
its prior exercise of the Covenant Defeasance Option.

     If the Issuer exercises the Legal Defeasance Option, the maturity of the
Bonds may not be accelerated because of an Event of Default. If the Issuer
exercises the Covenant Defeasance Option, the maturity of the Bonds may not be
accelerated because of an Event of Default specified in Section 5.01(d).

     Upon satisfaction of the conditions set forth herein to the exercise of the
Legal Defeasance Option or the Covenant Defeasance Option, the Trustee, on
reasonable demand of

                                      -35-

<PAGE>

and at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of the obligations that are terminated pursuant to
such exercise.

     (c) Notwithstanding Sections 4.01(a) and 4.01(b), (i) rights of
registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Bonds, (iii) rights of Bondholders to receive payments
of principal and interest, (iv) Sections 4.03, 4.04 and 11.19, (v) the rights,
obligations and immunities of the Trustee hereunder (including the rights of the
Trustee under Section 6.07 and the obligations of the Trustee under Section
4.03) and (vi) the rights of Bondholders as beneficiaries hereof with respect to
the property deposited with the Trustee payable to all or any of them, shall
survive until the Bonds, as to which this Indenture or certain obligations
hereunder have been satisfied and discharged pursuant to Section 4.01(a) or
4.01(b), have been paid in full. Thereafter, the obligations in Sections 4.04,
Section 6.07 and 11.19 shall survive.

     Section 4.02. Conditions to Defeasance. The Issuer may exercise the Legal
                   ------------------------
Defeasance Option or the Covenant Defeasance Option of Bonds only if:

     (a) the Issuer irrevocably deposits or causes to be deposited in trust with
the Trustee cash or U.S. Government Obligations for the payment of principal of
and interest on each such Bond to the Scheduled Maturity Date, Optional
Redemption Date or Mandatory Redemption Date therefor, as applicable;

     (b) the Issuer delivers to the Trustee a certificate from a nationally
recognized firm of Independent accountants expressing its opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited cash without investment
will provide cash at such times and in such amounts (but, in the case of the
Legal Defeasance Option only, not more than such amounts) as will be sufficient
to pay in respect of the Bonds (i) subject to clause (ii), principal in
accordance with the Expected Amortization Schedule therefor, (ii) if to be
redeemed, the Optional Redemption Price or Mandatory Redemption Price, as
applicable, therefor on the related Optional Redemption Date or Mandatory
Redemption Date, as applicable and (iii) interest when due;

     (c) in the case of the Legal Defeasance Option, 91 days pass after the
deposit is made and during the 91-day period no Default specified in Section
5.01(e) or (f) occurs which is continuing at the end of the period;

     (d) no Default has occurred and is continuing on the day of such deposit
and after giving effect thereto;

     (e) in the case of an exercise of the Legal Defeasance Option, the Issuer
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Issuer has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this Indenture, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such opinion shall confirm that, the Holders
of the Bonds will not recognize income, gain or loss for federal income tax
purposes as a result of such legal defeasance and will be subject to federal
income tax on the same amounts, in the same

                                      -36-

<PAGE>

manner and at the same times as would have been the case if such legal
defeasance had not occurred;

     (f) in the case of an exercise of the Covenant Defeasance Option, the
Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the Bonds will not recognize income, gain or loss for
federal income tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred; and

     (g) the Issuer delivers to the Trustee an Officer's Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the
satisfaction and discharge of the Bonds to the extent contemplated by this
Article IV have been complied with.

     Before or after a deposit pursuant to this Section 4.02, the Issuer may
make arrangements satisfactory to the Trustee for the redemption of such Bonds
at a future date in accordance with Article X.

     Section 4.03. Application of Trust Money. All moneys or U.S. Government
                   --------------------------
Obligations deposited with the Trustee pursuant to Section 4.01 or 4.02 shall be
held in trust and applied by it, in accordance with the provisions of the Bonds
and this Indenture, to the payment, either directly or through any Paying Agent,
as the Trustee may determine, to the Holders of the particular Bonds for the
payment or redemption of which such moneys have been deposited with the Trustee,
of all sums due and to become due thereon for principal and interest, but such
moneys need not be segregated from other funds except to the extent required
herein or in the Servicing Agreement or required by law.

     Section 4.04. Repayment of Moneys Held by Paying Agent. In connection with
                   ----------------------------------------
the satisfaction and discharge of this Indenture or the Covenant Defeasance
Option or Legal Defeasance Option with respect to the Bonds, all moneys then
held by any Paying Agent other than the Trustee under the provisions of this
Indenture with respect to such Bonds shall, upon demand of the Issuer, be paid
to the Trustee to be held and applied according to Section 3.03 and thereupon
such Paying Agent shall be released from all further liability with respect to
such moneys.

                                   ARTICLE V

                                    Remedies
                                    --------

     Section 5.01. Events of Default. "Event of Default", wherever used herein,
                   -----------------
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

     (a) default in the payment of any interest on any Bond when the same
becomes due and payable, and such default shall continue for a period of five
days; or

                                      -37-

<PAGE>

     (b) default in the payment of the then unpaid principal of any Bond on the
Final Maturity Date; or

     (c) default in the payment of the Optional Redemption Price for the Bonds
on the Optional Redemption Date therefor, or a default in the payment of the
Mandatory Redemption Price for the Bonds on the Mandatory Redemption Date; or

     (d) (i) default in the observance or performance in any material respect of
any covenant or agreement of the Issuer made in this Indenture (other than a
covenant or agreement, a default in the observance or performance of which is
elsewhere in this Section specifically dealt with), or (ii) any representation
or warranty of the Issuer made in this Indenture or in any certificate or other
writing delivered pursuant hereto or in connection herewith proving to have been
incorrect in any material respect as of the time when the same shall have been
made and, in any case under clause (i) or clause (ii), such default shall
continue or not be cured, or the circumstance or condition in respect of which
such misrepresentation or warranty was incorrect shall not have been eliminated
or otherwise cured, for a period of 30 days after there shall have been given,
by registered or certified mail, to the Issuer by the Trustee or to the Issuer
and the Trustee by the Holders of at least 25 percent of the Outstanding Amount
of the Bonds, a written notice specifying such default or incorrect
representation or warranty and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or

     (e) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Issuer or any substantial part of
the Collateral in an involuntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Issuer or for any substantial part of the Collateral, or
ordering the winding-up or liquidation of the Issuer's affairs, and such decree
or order shall remain unstayed and in effect for a period of 60 consecutive
days; or

     (f) the commencement by the Issuer of a voluntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or the consent by the Issuer to the entry of an order for relief in an
involuntary case under any such law, or the consent by the Issuer to the
appointment or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Issuer or for any substantial
part of the Collateral, or the making by the Issuer of any general assignment
for the benefit of creditors, or the failure by the Issuer generally to pay its
debts as such debts become due, or the taking of action by the Issuer in
furtherance of any of the foregoing; or

     (g) a breach of the State Pledge by the State of New Hampshire.

     Section 5.02. Acceleration of Maturity; Rescission and Annulment. If an
                   --------------------------------------------------
Event of Default, other than an Event of Default pursuant to Section 5.01(g),
should occur and be continuing, then and in every such case, the Trustee may
and, upon the written direction of the Holders of Bonds representing not less
than a majority of the Outstanding Amount of the Bonds, shall declare all the
Bonds to be immediately due and payable, by a notice in writing to the Issuer
and upon any such declaration the unpaid principal amount of the Bonds, together
with accrued

                                      -38-

<PAGE>

and unpaid interest thereon through the date of acceleration, shall become
immediately due and payable.

     At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article V provided, the Holders
of Bonds representing a majority of the Outstanding Amount of the Bonds, by
written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if:

     (a)  the Issuer has paid or deposited with the Trustee a sum sufficient to
pay:

          (1)  all payments of principal of and interest on all Bonds and all
               other amounts that would then be due hereunder or upon such Bonds
               if the Event of Default giving rise to such acceleration had not
               occurred; and

          (2)  all sums paid or advanced by the Trustee hereunder and the
               reasonable compensation, expenses, disbursements and advances of
               the Trustee and its agents and counsel and all amounts due under
               the Fee and Indemnity Agreement; and

     (b) all Events of Default, other than the nonpayment of the principal of
the Bonds that has become due solely by such acceleration, have been cured or
waived as provided in Section 5.12.

     No such rescission shall affect any subsequent Default or impair any right
consequent thereto.

     Section 5.03. Collection of Indebtedness and Suits for Enforcement by
                   -------------------------------------------------------
Trustee.
-------

     (a) The Issuer covenants that if (i) default is made in the payment of any
interest on any Bond when the same becomes due and payable, and such default
continues for a period of five days, (ii) default is made in the payment of the
then unpaid principal of any Bond on the Final Maturity Date for such Bond or
(iii) default is made in the payment of the Optional Redemption Price or
Mandatory Redemption Price, as applicable, for any Bond on the Optional
Redemption Date or Mandatory Redemption Date, as applicable, therefor, the
Issuer will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of the Bonds, the whole amount then due and payable on such Bonds for
principal and interest, with interest upon the overdue principal and, to the
extent payment at such rate of interest shall be legally enforceable, upon
overdue installments of interest, at the respective rate borne by the Bonds of
the applicable Class and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee and
its agents and counsel and an amount sufficient to cover all amounts required to
be paid by the Issuer under the Fee and Indemnity Agreement.

     (b) Subject to Section 11.16, in case the Issuer shall fail forthwith to
pay such amounts upon such demand, the Trustee, in its own name and as trustee
of an express trust, may institute a Proceeding for the collection of the sums
so due and unpaid, and may prosecute such

                                      -39-

<PAGE>

Proceeding to judgment or final decree, and may enforce the same against the
Issuer or other obligor upon such Bonds and collect in the manner provided by
law out of the property of the Issuer or other obligor upon such Bonds, wherever
situated, the moneys adjudged or decreed to be payable.

     (c) If an Event of Default occurs and is continuing, the Trustee may, as
more particularly provided in Section 5.04, in its discretion, proceed to
protect and enforce its rights and the rights of the Bondholders, by such
appropriate Proceedings as the Trustee shall deem most effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Trustee by this Indenture or by law.

     (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Bonds or any Person having or claiming an ownership interest in
the Collateral, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Bonds, or to the creditors or property of the Issuer
or such other obligor, the Trustee, irrespective of whether the principal of any
Bonds shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such Proceedings or otherwise:

         (i)   to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Bonds and to file
     such other papers or documents as may be necessary or advisable in order to
     have the claims of (A) the Trustee (including any claim for reasonable
     compensation to the Trustee and each predecessor Trustee, and their
     respective agents, attorneys and counsel, and for reimbursement of all
     expenses and liabilities incurred, and all advances made, by the Trustee
     and each predecessor Trustee, except as a result of negligence or willful
     misconduct), (B) the Bondholders and (C) each Person for whom a claim may
     be made under the Fee and Indemnity Agreement, allowed in such Proceedings;

         (ii)  unless prohibited by applicable law and regulations, to vote on
     behalf of the Holders of Bonds in any election of a trustee, a standby
     trustee or Person performing similar functions in any such Proceedings; and

         (iii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute all amounts received with
     respect to the claims of the Bondholders and of the Trustee on their
     behalf;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Bondholders to make
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of payments directly to such Bondholders, to

                                      -40-

<PAGE>

pay to the Trustee (or such other beneficiary of the Fee and Indemnity
Agreement) such amounts as shall be sufficient to cover reasonable compensation
and other amounts owing hereunder to the Trustee or such Person, each
predecessor Trustee and their respective agents, attorneys and counsel, and all
other reasonable expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of negligence or
willful misconduct.

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

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

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

     Section 5.04. Remedies; Priorities.
                   --------------------

     (a) If an Event of Default, other than an Event of Default pursuant to
Section 5.01(g) (the remedy for which is set forth in Section 5.04(b)), shall
have occurred and be continuing, the Trustee may do one or more of the following
(subject to Section 5.05):

         (i)   institute Proceedings in its own name and as trustee of an
     express trust for the collection of all amounts then payable on the Bonds
     or under this Indenture with respect thereto, whether by declaration or
     otherwise, enforce any judgment obtained, and collect from the Issuer and
     any other obligor upon such Bonds moneys adjudged due;

         (ii)  institute Proceedings from time to time for the complete or
     partial foreclosure of this Indenture with respect to the Collateral;

         (iii) exercise any remedies of a secured party under the UCC, the
     Statute or other applicable law and take any other appropriate action to
     protect and enforce the rights and remedies of the Trustee and the Holders
     of the Bonds; and

         (iv)  sell the Collateral or any portion thereof or rights or interest
     therein, at one or more public or private sales called and conducted in any
     manner permitted by law;

                                      -41-

<PAGE>

provided, however, that the Trustee may not sell or otherwise liquidate any
portion of the Collateral following an Event of Default, other than an Event of
Default described in Section 5.01(a), (b) or (c), unless (A) the Holders of 100
percent of the Outstanding Amount of the Bonds consent thereto, (B) the proceeds
of such sale or liquidation distributable to the Bondholders are sufficient to
discharge in full all amounts then due and unpaid upon such Bonds for principal
and interest after taking into account payment of all amounts due prior thereto
pursuant to the priorities set forth in Section 8.02(d) or (C) the Trustee
determines that the Collateral will not continue to provide sufficient funds for
all payments on the Bonds as they would have become due if the Bonds had not
been declared due and payable, and the Trustee obtains the consent of Holders of
66-2/3 percent of the Outstanding Amount of the Bonds. In determining such
sufficiency or insufficiency with respect to clause (B) and (C), the Trustee
may, but need not, obtain and conclusively rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the
Collateral for such purpose.

     (b) If an Event of Default pursuant to Section 5.01(g) shall have occurred
and be continuing, then the Trustee, in its own name and as trustee of an
express trust, shall be, to the extent permitted by state and federal law,
entitled and empowered to institute any suits, actions or proceedings at law, in
equity or otherwise, to enforce the State Pledge and to collect any monetary
damages as a result of a breach thereof, and may prosecute any such suit, action
or proceeding to judgment or final decree.

     (c) If the Trustee collects any money pursuant to this Article V, it shall
pay out such money in accordance with the priorities set forth in Section
8.02(d).

     Section 5.05. Optional Possession of the Collateral. If the Bonds have been
                   -------------------------------------
declared to be due and payable under Section 5.02 following an Event of Default
and such declaration and its consequences have not been rescinded and annulled,
the Trustee may, but need not, elect to maintain possession of the Collateral.
It is the desire of the parties hereto and the Bondholders that there be at all
times sufficient funds for the payment of principal of and interest on the
Bonds, and the Trustee shall take such desire into account when determining
whether or not to maintain possession of the Collateral. In determining whether
to maintain possession of the Collateral, the Trustee may, but need not, obtain
and conclusively rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Collateral for such purpose.

     Section 5.06. Limitation of Suits. No Holder of any Bond shall have any
                   -------------------
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, and each Holder agrees, by its acceptance of any Bond, to the
fullest extent permitted by law, not to avail itself of any remedies in the
Statute or to utilize or enforce the Statutory Lien, unless:

     (a) such Holder previously has given written notice to the Trustee of a
continuing Event of Default;

                                      -42-

<PAGE>

     (b) the Holders of not less than 25 percent of the Outstanding Amount of
the Bonds have made written request to the Trustee to institute such Proceeding
in respect of such Event of Default in its own name as Trustee hereunder;

     (c) such Holder or Holders have offered to the Trustee indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred in
complying with such request;

     (d) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute such Proceedings; and

     (e) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority of the
Outstanding Amount of the Bonds;

it being understood and intended that no one or more Holders of Bonds shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Bonds or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.

     In the event the Trustee shall receive conflicting or inconsistent requests
and indemnity from two or more groups of Holders of Bonds, each representing
less than a majority of the Outstanding Amount of the Bonds, the Trustee in its
sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture.

     Section 5.07. Unconditional Rights of Bondholders To Receive Principal and
                   ------------------------------------------------------------
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
--------
any Bond shall have the right, which is absolute and unconditional, (a) to
receive payment of (i) the interest, if any, on such Bond on or after the due
dates thereof expressed in such Bond or in this Indenture, (ii) the unpaid
principal, if any, of such Bonds on or after the Final Maturity Date therefor or
(iii) in the case of redemption, receive payment of the unpaid principal of and
interest, if any, on such Bond on or after the Optional Redemption Date or
Mandatory Redemption Date, as applicable, therefor and (b) to institute suit for
the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

     Section 5.08. Restoration of Rights and Remedies. If the Trustee or any
                   ----------------------------------
Bondholder has instituted any Proceeding to enforce any right or remedy under
this Indenture and such Proceeding has been discontinued or abandoned for any
reason or has been determined adversely to the Trustee or to such Bondholder ,
then and in every such case the Issuer, the Trustee and the Bondholders shall,
subject to any determination in such Proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Bondholders shall continue as though no such
Proceeding had been instituted.

     Section 5.09 Rights and Remedies Cumulative. No right or remedy herein
                  ------------------------------
conferred upon or reserved to the Trustee or to the Bondholders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or

                                      -43-

<PAGE>

otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     Section 5.10. Delay or Omission Not a Waiver. No delay or omission of the
                   ------------------------------
Trustee or any Bondholder to exercise any right or remedy accruing upon any
Default or Event of Default shall impair any such right or remedy or constitute
a waiver of any such Default or Event of Default or an acquiescence therein.
Every right and remedy given by this Article V or by law to the Trustee or to
the Bondholders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Bondholders, as the case may be.

     Section 5.11. Control by Bondholders. The Holders of a majority of the
                   ----------------------
Outstanding Amount of the Bonds (or, if less than all Classes are affected, the
affected Class or Classes) shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Trustee with
respect to the Bonds of such Class or Classes or exercising any trust or power
conferred on the Trustee with respect to such Class or Classes; provided,
however, that

     (a) such direction shall not be in conflict with any rule of law or with
this Indenture;

     (b) subject to the express terms of Section 5.04, any direction to the
Trustee to sell or liquidate the Collateral shall be by the Holders of Bonds
representing not less than 100 percent of the Outstanding Amount of the Bonds;

     (c) if the conditions set forth in Section 5.05 have been satisfied and the
Trustee elects to retain the Collateral pursuant to such Section, then any
direction to the Trustee by Holders of Bonds representing less than 100 percent
of the Outstanding Amount of the Bonds to sell or liquidate the Collateral shall
be of no force and effect; and

     (d) the Trustee may take any other action deemed proper by the Trustee that
is not inconsistent with such direction;

provided, however, that, subject to Section 6.01, the Trustee need not take any
action that it determines might involve it in liability or might materially
adversely affect the rights of any Bondholders not consenting to such action.

     Section 5.12. Waiver of Past Defaults. Prior to the declaration of the
                   -----------------------
acceleration of the maturity of the Bonds as provided in Section 5.02, the
Holders of Bonds of not less than a majority of the Outstanding Amount of the
Bonds may waive any past Default or Event of Default and its consequences except
a Default (a) in payment of principal of or interest on any of the Bonds or (b)
in respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Bond or of all Classes affected, which
Defaults may be waived only by the Holders of each Bond, or each affected Class,
as the case may be. In the case of any such waiver, the Issuer, the Trustee and
the Holders of the Bonds shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereto.

     Upon any such waiver, such Default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred, for every
purpose of this Indenture; but no such

                                      -44-

<PAGE>

waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereto.

     Section 5.13. Undertaking for Costs. All parties to this Indenture agree,
                   ---------------------
and each Holder of any Bond by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to (a)
any suit instituted by the Trustee, (b) any suit instituted by any Bondholder,
or group of Bondholders, in each case holding in the aggregate more than 10
percent of the Outstanding Amount of the Bonds or (c) any suit instituted by any
Bondholder for the enforcement of the payment of (i) interest on any Bond on or
after the due dates expressed in such Bond and in this Indenture, (ii) the
unpaid principal, if any, of any Bond on or after the Final Maturity Date
therefor or (iii) in the case of redemption, the unpaid principal of and
interest on any Bond on or after the Optional Redemption Date or Mandatory
Redemption Date, as applicable, therefor.

     Section 5.14. Waiver of Stay or Extension Laws. The Issuer covenants (to
                   --------------------------------
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

     Section 5.15. Action on Bonds. The Trustee's right to seek and recover
                   ---------------
judgment on the Bonds or under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to
this Indenture. Neither the Lien of this Indenture nor any rights or remedies of
the Trustee or the Bondholders shall be impaired by the recovery of any judgment
by the Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the Collateral or upon any of the assets of the
Issuer.

     Section 5.16. Performance and Enforcement of Certain Obligations.
                   --------------------------------------------------

     (a) Promptly following a request from the Trustee to do so and at the
Issuer's expense, the Issuer agrees to take all such lawful action as the
Trustee may reasonably request to compel or secure the performance and
observance by the Seller and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale Agreement and the
Servicing Agreement, respectively, in accordance with the terms thereof, and to
exercise any and all rights, remedies, powers and privileges lawfully available
to the Issuer under or in connection with the Sale Agreement and the Servicing
Agreement, respectively, to the extent and in the manner directed by the
Trustee, including the transmission of notices of default on the part of the
Seller or the Servicer thereunder and the institution of legal or administrative
actions or

                                      -45-

<PAGE>

proceedings to compel or secure performance by the Seller or the Servicer of
each of their obligations under the Sale Agreement and the Servicing Agreement,
respectively.

     (b)  If an Event of Default has occurred, the Trustee may, and, at the
direction (which direction shall be in writing or by telephone (confirmed in
writing promptly thereafter)) of the Holders of 66-2/3 percent of the
Outstanding Amount of the Bonds , shall, subject to Article VI, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the Seller
or the Servicer under or in connection with the Sale Agreement and the Servicing
Agreement, respectively, including the right or power to take any action to
compel or secure performance or observance by the Seller or the Servicer of each
of their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale Agreement or the
Servicing Agreement, respectively, and any right of the Issuer to take such
action shall be suspended.

                                   ARTICLE VI

                                   The Trustee
                                   -----------

     Section 6.01. Duties of Trustee.
                   -----------------

     (a)  If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture 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 such person's own
affairs.

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

          (i)  the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; however,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

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

          (i)  this paragraph does not limit the effect of paragraph (b) of this
     Section;

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

                                      -46-

<PAGE>

         (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 5.11.

     (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

     (e) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Issuer.

     (f) Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law or the terms of this Indenture, the
Sale Agreement or the Servicing Agreement.

     (g) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers,
if it shall have reasonable grounds to believe that repayment of such funds or
indemnity satisfactory to it against such risk or liability is not reasonably
assured to it.

     (h) Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section and to the provisions of the Trust Indenture Act.

     (i) In the event that the Trustee is also acting as Paying Agent or
Registrar hereunder, this Article VI shall also be afforded to such Paying Agent
or Registrar.

     (j) Under no circumstances shall the Trustee be liable for any indebtedness
of the Issuer, the Servicer or the Seller evidenced by or arising under the
Bonds or any Basic Document.

     Section 6.02. Rights of Trustee. Subject to the provisions of Trust
                   -----------------
Indenture Act (S) 315:

     (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting in reliance upon any resolution, Bond,
statement, 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 and the
Trustee need not investigate any matter or fact stated in such document;

     (b) any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by a Request;

     (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate of the Issuer;

                                      -47-

<PAGE>

     (d) the 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 Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Bondholders pursuant to this Indenture, unless such Bondholders shall have
offered to the Trustee reasonable security or indemnity satisfactory to it
against the cost, expenses (including reasonable legal fees and expenses) and
liabilities that might be incurred by it in compliance with such request or
direction;

     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, Bond, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture or other
paper or document;

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

     (h) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of Bonds relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture;

     (i) the Trustee shall not be required to expend or risk its own funds in
the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or indemnity satisfactory to it against such risk is not
reasonably assured to it;

     (j) the Trustee shall not be personally liable for any action taken or
suffered or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture; provided, however, that the Trustee's conduct does not
constitute willful misconduct, negligence or bad faith;

     (k) in the event that the Trustee is also acting as Paying Agent,
authenticating agent or Registrar hereunder, the rights and protections afforded
to the Trustee pursuant to this Article VI shall also be afforded to such Paying
Agent, authenticating agent or Registrar;

     (l) the Trustee shall not be charged with knowledge of an Event of Default
unless a Responsible Officer obtains actual knowledge of such event or the
Trustee receives written notice of such event from the Issuer, the Servicer or a
majority of the Holders of Bonds of the Class or Classes so affected; and

     (m) without limiting its rights under bankruptcy law, when the Trustee
incurs expenses or renders services in connection with the insolvency or
bankruptcy of any party hereto or with the Basic Documents to which it is a
party, such expenses (including the fees and

                                      -48-

<PAGE>

expenses of its counsel) and the compensation for such services are intended to
constitute expenses of administration under any bankruptcy or insolvency law.

     Section 6.03. Individual Rights of Trustee. The Trustee in its individual
                   ----------------------------
or any other capacity may become the owner or pledgee of Bonds and may otherwise
deal with the Issuer or its affiliates with the same rights it would have if it
were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent
may do the same with like rights. However, the Trustee must comply with Sections
6.08 and 6.13.

     Section 6.04. Trustee's Disclaimer. The Trustee shall not be responsible
                   --------------------
for and makes no representation as to the validity or adequacy of this Indenture
or the Bonds, it shall not be accountable for the Issuer's use of the proceeds
from the Bonds, and it shall not be responsible for any statement of the Issuer
in the Indenture or in any document issued in connection with the sale of the
Bonds or in the Bonds other than the Trustee's certificate of authentication.

     Section 6.05. Notice of Defaults. If a Default occurs and is continuing and
                   ------------------
if it is actually known to a Responsible Officer of the Trustee, the Trustee
shall mail to each Holder of Bonds and to the Rating Agencies notice of the
Default within 30 days after it has such actual knowledge.

     Section 6.06. Statements to Bondholders.
                   -------------------------

     (a) So long as the Trustee is the Registrar and Paying Agent, it shall
deliver to each Bondholder such information in its possession as may be required
to enable such Holder to prepare its federal and state income tax returns.

     (b) On or prior to each Payment Date therefor, the Trustee will deliver to
each Holder of Bonds on such Payment Date a statement as provided and prepared
by the Servicer which will include (to the extent applicable) the following
information as to the Bonds with respect to such Payment Date or the period
since the previous Payment Date, as applicable:

         (i)   the amount of the payment to Bondholders allocable to principal
     (such amount to be expressed as an aggregate dollar amount and as a dollar
     amount per $1,000 of original principal amount);

         (ii)  the amount of the payment to Bondholders allocable to interest
     (such amount to be expressed as an aggregate dollar amount and as a dollar
     amount per $1,000 of original principal amount);

         (iii) the Outstanding Amount of the Bonds, after giving effect to
     payments allocated to principal reported under (i) above;

         (iv)  the difference, if any, between the Outstanding Amount of the
     Bonds and the Projected Principal Balance as of such Payment Date, after
     giving effect to payments to be made on such Payment Date;

         (v)   the balance of amounts on deposit in the Reserve Subaccount after
     giving effect to payments or allocations made or to be made on such Payment
     Date;

                                     -49-

<PAGE>

         (vi)   the balance of amounts on deposit in the Overcollateralization
     Subaccount after giving effect to payments or allocations made or to be
     made on such Payment Date;

         (vii)  the balance of amounts on deposit in the Capital Subaccount
     after giving effect to payments or allocations made or to be made on such
     Payment Date; and

         (viii) the balance of amounts on deposit in the Interest Reserve
     Subaccount after giving effect to payments or allocations made or to be
     made on such Payment Date.

On each date on which the Trustee distributes any such report to the Holders
of the Bonds of any Class, the Trustee shall also distribute such report to
each Rating Agency.

     (c) The Issuer shall send a copy of each Certificate of Compliance
delivered to it pursuant to Section 3.03 of the Servicing Agreement and each
Annual Accountant's Report delivered to it pursuant to Section 3.04 of the
Servicing Agreement to the Trustee, the Bondholders and the Rating Agencies.

     (d) Within a reasonable period of time after the end of each calendar year
but not later than the latest date permitted by law, the Trustee shall furnish
to each Person who at any time during such calendar year was a Holder of any
Class of Bonds and received a payment thereon, a statement containing the sum of
the amounts determined pursuant to clause (b)(i) or (ii) above with respect to
such Class of Bonds for such calendar year, or, in the event such Person was a
Holder of such Class of Bonds during a portion of such calendar year, for the
applicable portion of such year, and such other items as are readily available
to the Trustee and that a Bondholder shall reasonably request as necessary for
the purpose of such Bondholder `s preparation of its federal income tax returns.

     Section 6.07. Compensation and Indemnity. The Issuer shall pay to the
                   --------------------------
Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer shall reimburse the Trustee for all
reasonable out-of-pocket expenses, disbursements and advances incurred or made
by it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Issuer shall indemnify, defend and hold harmless the Trustee and
any of its affiliates, officials, officers, directors, employees, consultants,
counsel and agents (the "Indemnified Persons") from and against any and all
losses, claims, actions, suits, taxes, damages, expenses (including, without
limitation, legal fees and expenses) and liabilities (including liabilities
under state or federal securities laws) of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted against such Indemnified Persons with respect to the
creation, administration, operation, enforcement or termination of this trust
and the performance by the Trustee of its duties hereunder, the failure of the
Issuer or any other Person (other than the Person being indemnified) to perform
its obligations hereunder or under any of the Basic Documents, or otherwise in
connection with the Basic Documents or the transactions contemplated thereby,
provided, however, that the Issuer is not required to indemnify any Indemnified
Person for any Expenses that result from the willful misconduct or gross
negligence of such Indemnified Person and, provided, further, that any Expenses
payable to any Indemnified

                                     -50-

<PAGE>

Person hereunder shall be paid to the Trustee for deposit into and
distribution from the Collection Account in accordance with Article VIII. The
willful misconduct or negligence of any Trustee shall not affect the rights of
any predecessor or successor Trustee hereunder. The Issuer shall not be required
to indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to this Section 6.07 in the settlement of any
action, proceeding or investigation without the written consent of the Issuer,
which consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification in
respect thereof is to be made against the Issuer under this Section 6.07, notify
the Issuer in writing of such involvement. Failure by an Indemnified Person to
so notify the Issuer shall relieve the Issuer from the obligation to indemnify
and hold harmless such Indemnified Person under this Section 6.07, only to the
extent that the Issuer suffers actual prejudice as a result of such failure.
With respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under this Section 6.07, the Issuer
shall be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such action,
proceeding or investigation, the Indemnified Person shall have the right to
participate in such action or proceeding and to retain its own counsel. The
Issuer shall be entitled to appoint counsel of the Issuer's choice at the
Issuer's expense to represent the Indemnified Person in any action, proceeding
or investigation for which a claim of indemnification is made against the Issuer
under this Section 6.07 (in which case the Issuer shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by the
Indemnified Person except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the Indemnified Person and the Issuer and the Indemnified
Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or additional to those available to the
Issuer, (iii) the Issuer shall not have employed counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person within a
reasonable time after notice of the institution of such action or (iv) the
Issuer shall authorize the Indemnified Person to employ separate counsel at the
expense of the Issuer. Notwithstanding the foregoing, the Issuer shall not be
obligated to pay for the fees, costs and expenses of more than one separate
counsel for the Indemnified Persons (in addition to local counsel). The Issuer
will not, without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under this Section 6.07 (whether or not the
Indemnified Person is an actual or potential party to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of the Indemnified Person from all liability arising out of such claim, action,
suit or proceeding. Indemnification under this Section 6.07 shall include
reasonable fees and out-of-pocket expenses of investigation and litigation
(including reasonable attorneys' fees and expenses), except as otherwise
provided in this Agreement.

                                     -51-

<PAGE>

     The Issuer's payment obligations to the Trustee pursuant to this Section
shall survive the discharge of this Indenture or the earlier resignation or
removal of the Trustee. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 5.01(e) or (f) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of
the United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.

     Section 6.08. Corporate Trustee Required; Eligibility.
                   ---------------------------------------

     (a) The Trustee shall at all times be eligible to act as a trustee under
Trust Indenture Act (S) 310(a) and Section 26(a)(i) of the Investment Company
Act of 1940, shall have a combined capital and surplus of at least $50,000,000
and shall have a long-term debt rating of at least A by Moody's and Standard &
Poor's. If such entity publishes reports of conditions at least annually,
pursuant to law or to the requirements of federal, State or territorial
supervising or examining authority, then for the purposes of this Section 6.08,
the combined capital and surplus of such entity shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Trustee shall comply with Trust Indenture Act (S) 310(b),
including the optional provision permitted by the second sentence of Trust
Indenture Act (S) 310(b)(9); provided, however, that there shall be excluded
from the operation of Trust Indenture Act (S) 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in Trust Indenture Act (S) 310(b)(1)
are met.

     (b) In determining whether the Trustee has a conflicting interest under
Trust Indenture Act ss. 310(b) and this Section, each other Class of Bonds will
be treated as having been issued under an indenture other than this Indenture.

     (c) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.08, the Trustee shall resign immediately
in the manner and with the effect specified in Section 6.09.

     Section 6.09. Resignation and Removal; Appointment of Successor.
                   -------------------------------------------------

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective (i) until the
acceptance of appointment by the successor Trustee under Section 6.10 and (ii)
other than in the case of paragraph (b) below, unless a successor Trustee has
been appointed and has accepted such appointment and the Rating Agency Condition
shall have been satisfied.

     (b) The Trustee may resign at any time in the case of a conflicting
interest as determined in accordance with Section 6.08(b) by giving written
notice thereof to the Issuer, the Registrar, the Paying Agent and any
authenticating agent. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Issuer within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

     (c) The Trustee may be removed at any time in the case of a conflicting
interest as determined in accordance with Section 6.08(b) by Act of Bondholders
holding Bonds

                                     -52-

<PAGE>

representing not less than a majority of the Outstanding Amount of the Bonds
delivered to the Trustee and to the Issuer.

     (d)  Upon 30 days' written notice, the Trustee (i) may resign with respect
to the Bonds as a whole by giving such written notice to the Issuer, the
Registrar, the Paying Agent and any authenticating agent or (ii) may be removed
with respect to the Bonds as a whole by Act of Bondholders holding Bonds
representing not less than a majority of the Outstanding Amount of Bonds
delivered to the Issuer. If an instrument of acceptance by a successor Trustee
with respect to the Bonds as a whole shall not have been delivered to the Issuer
within 90 days after the giving of such notice of resignation or Act by the
Bondholders as a whole for removal of the Trustee, the Issuer may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Bonds as a whole.

     (e)  If at any time:

          (i)   the Trustee shall fail to comply with Trust Indenture Act ss.
     310 after written request therefor by the Issuer or by any Holder of Bonds
     who has been a bona fide Holder of Bonds for at least six months; or

          (ii)  the Trustee shall cease to be eligible under Section 6.08 and
     shall fail to resign after written request therefor by the Issuer or by any
     Bondholder; or

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

          (iv)  the Trustee shall fail to perform its obligations hereunder in
     any material respect and shall not have cured such failure within 30 days
     after written notice thereof from the Issuer or any Bondholder;

then, in any case, (x) the Issuer may remove the Trustee or (y) any Holder of
Bonds who has been a bona fide Holder of Bonds 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 Trustee and the appointment of a
successor Trustee.

     (f) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of the Trustee for any reason, the
Issuer shall promptly appoint a successor Trustee. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by Act of the Bondholders representing not
less than a majority of the Outstanding Amount of the Bonds delivered to the
Issuer and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed as provided above. If no successor
Trustee shall have been so appointed as provided above and accepted appointment
in the manner hereinafter provided, any Holder of Bonds who has been a bona fide
Holder of Bonds 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 Trustee.

                                      -53-

<PAGE>

     (g) The successor Trustee shall give notice of the resignation and removal
of the Trustee and appointment of the successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to the Holders as
their names and addresses appear in the Register and to each Rating Agency and
the Issuer. Each notice shall include the name of such successor Trustee and the
address of the corporate trust office of such successor Trustee.

     (h) The Issuer shall notify the Rating Agencies of any resignation and
removal of the Trustee and appointment of a successor Trustee under this Section
6.09.

     Section 6.10. Acceptance of Appointment by Successor. Every successor
                   --------------------------------------
Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer
and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Issuer or the successor Trustee,
such retiring Trustee shall execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder. Upon request of any
such successor Trustee, the Issuer, the retiring Trustee and such successor
Trustee shall execute and deliver any and all instruments containing such
provisions as shall be necessary or desirable to transfer and confirm to, and
for more fully and certainly vesting in, such successor Trustee all such rights,
powers and trusts. No Trustee hereunder shall be liable for the acts or
omissions of any successor Trustee.

     No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article and any and all amounts due and payable to the predecessor Trustee
have been paid.

     Section 6.11. Merger, Conversion, Consolidation or Succession to Business.
                   -----------------------------------------------------------
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, 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 Bonds shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Bonds so authenticated with the same effect as if
such successor Trustee had itself authenticated such Bonds.

     Section 6.12. Appointment of Co-Trustee or Separate Trustee.
                   ---------------------------------------------

     (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Collateral may at the time be located, the Trustee shall have
the power and may execute and deliver all instruments to appoint one or more
Persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the Collateral, and to vest in such Person or

                                      -54-

<PAGE>

Persons, in such capacity and for the benefit of the Bondholders, such title to
the Collateral, or any part hereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Trustee may
consider necessary or desirable. The Trustee shall give prompt written notice to
the Bondholders of the appointment of any co-trustee or separate trustee.

     (b)  Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

          (i)   all rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon and exercised or
     performed by the Trustee and such separate trustee or co-trustee jointly
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act),
     except to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed the Trustee shall be incompetent
     or unqualified to perform such act or acts, in which event such rights,
     powers, duties and obligations (including the holding of title to the
     Collateral or any portion thereof in any such jurisdiction) shall be
     exercised and performed singly by such separate trustee or co-trustee, but
     solely at the direction of the Trustee;

          (ii)  no trustee hereunder shall be personally liable by reason of any
     act or omission of any other trustee hereunder; and

          (iii) the Trustee may at any time accept the resignation of or remove
     any separate trustee or co-trustee.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Indenture and the conditions
of this Article VI. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

     (d) Any separate trustee or co-trustee may at any time constitute the
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

     Section 6.13. Preferential Collection of Claims Against Issuer. The Trustee
                   ------------------------------------------------
shall comply with Trust Indenture Act (S) 311(a), excluding any creditor
relationship listed in Trust Indenture Act (S) 311(b). A Trustee who has
resigned or been removed shall be subject to Trust Indenture Act (S) 311(a) to
the extent provided therein.

                                      -55-

<PAGE>

     Section 6.14. Registration of Eligible Investments in Trustee's Name. The
                   ------------------------------------------------------
Trustee agrees that all Eligible Investments, if any, shall be issued in the
name of the Trustee or its nominee, on behalf of the Issuer, and held by the
Trustee, or, if not so held, the Trustee or its nominee, on behalf of the
Issuer, shall be reflected as the owner of such Eligible Investments, as the
case may be, in the register of the issuer of such Eligible Investments. In no
event shall the Trustee invest in, or hold, Eligible Investments in a manner
that would cause the Trustee not to have the ownership interest or first
priority security interest in such Eligible Investments under the applicable
provisions of the Uniform Commercial Code in effect in the location where the
Trustee holds such Eligible Investments or other applicable law then in effect.

     Section 6.15. Representations and Warranties of Trustee. The Trustee hereby
                   -----------------------------------------
represents and warrants that:

     (a) the Trustee is a banking corporation validly existing in good standing
under the laws of New York; and

     (b) the Trustee has full power (including trust powers), authority and
legal right to execute, deliver and perform this Indenture and the Basic
Documents to which the Trustee is a party and has taken all necessary action to
authorize the execution, delivery, and performance by it of this Indenture and
such Basic Documents.

     (c) when delivered by the Trustee, the Bonds will have been duly
authenticated by the Trustee.

     Section 6.16. Covenants of the Trustee. The Trustee hereby covenants and
                   ------------------------
agrees as follows:

     (a) the Trustee will establish the Collection Account as a Securities
Account;

     (b) the financial institution that is the Trustee, acting as Securities
Intermediary, will identify the Collection Account in its records as a
Securities Account of the Trustee and will identify the Trustee in such records
as the Person having the Security Entitlement against the Securities
Intermediary with respect to the Securities Account and all Security
Entitlements carried in the Securities Account;

     (c) the financial institution that is the Trustee, acting as Securities
Intermediary, will maintain accurate and complete records of the Financial
Assets in the Securities Account such that the Collateral is objectively
determinable;

     (d) the financial institution that is the Trustee, acting as Securities
Intermediary, will in the ordinary course of its business, maintain securities
accounts for its customers, will act in that capacity in holding the Securities
Account under this Indenture and will at all times be located in and maintain
its books and records relating to all of these securities in the State of New
York;

     (e) the financial institution that is the Trustee, acting as Securities
Intermediary, will treat all Eligible Investments as Financial Assets and will
duly hold the Eligible Investments in the Securities Account; and

                                      -56-

<PAGE>

     (f) the financial institution that is the Trustee, acting as Securities
Intermediary, will not agree to comply with entitlement orders of any Person
other than the Trustee with respect to the Securities Account or any Security
Entitlements carried in the Securities Account and agrees to comply with
entitlement orders of the Trustee without the consent of any other Person.

                                  ARTICLE VII

                         Bondholders' Lists and Reports
                         ------------------------------

     Section 7.01. Issuer To Furnish Trustee Names and Addresses of Bondholders.
                   ------------------------------------------------------------
The Registrar on behalf of the Issuer will furnish or cause to be furnished to
the Trustee within 15 days after each Record Date, and at such other times as
the Trustee may request in writing, within 30 days after receipt by the Issuer
of any such request, a list, in such form as the Trustee may reasonably require,
of all information in the possession or control of the Issuer as to the names
and addresses of the Bondholders, in each case as of a date not more than 10
days prior to the time such list is furnished; provided, however, that so long
as the Trustee is the Registrar, no such list shall be required to be furnished.

     Upon the written request of any Bondholder or Bondholders of record holding
Bonds evidencing not less than ten percent of the aggregate Outstanding Amount
of Bonds, the Trustee shall afford such Bondholder or Bondholders access during
business hours to the current list of Bondholders for purposes of communicating
with other Bondholders with respect to their rights under this Indenture.

     Section 7.02. Preservation of Information; Communications to Bondholders.
                   ----------------------------------------------------------

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Bonds contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders of Bonds received by the Trustee in its capacity
as Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in such Section 7.01 upon receipt of a new list so furnished.

     (b) Bondholders may communicate pursuant to Trust Indenture Act (S) 312(b)
with other Bondholders with respect to their rights under this Indenture or
under the Bonds.

     (c) The Issuer, the Trustee and the Registrar shall have the protection of
Trust Indenture Act (S) 312(c).

     Section 7.03. Reports by Issuer.
                   -----------------

     (a) The Issuer shall:

         (i)  so long as the Issuer is required to file such documents with the
     Commission, file with the Trustee, within 15 days after the Issuer is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Issuer

                                      -57-

<PAGE>

     may be required to file with the Commission pursuant to Section 13 or 15(d)
     of the Exchange Act;

         (ii)  file with the Trustee and the Commission in accordance with rules
     and regulations prescribed from time to time by the Commission such
     additional information, documents and reports with respect to compliance by
     the Issuer with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations;

         (iii) supply to the Trustee (and the Trustee shall transmit by mail to
     all Bondholders described in Trust Indenture Act (S) 313(c)) such summaries
     of any information, documents and reports required to be filed by the
     Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) as may be
     required by rules and regulations prescribed from time to time by the
     Commission; and

         (iv)  pursuant to Trust Indenture Act (S) 314(a)(4), the Issuer shall
     furnish to the Trustee, not less often than annually and prior to January
     31 of each year, commencing January 31, 2003, a certificate as to the
     Issuer's compliance with all conditions and covenants under this Indenture.
     For purposes of this Section 7.03(a), such compliance shall be determined
     with-out regard to any period of grace or requirement of notice provided
     under this Indenture. In addition, the Trustee shall forward such
     certificate to the Bondholders.

     (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer
shall end on December 31 of each year.

     Section 7.04. Reports by Trustee. If required by Trust Indenture Act (S)
                   ------------------
313(a), within 60 days after December 31 of each year, commencing December 31,
2002, the Trustee shall mail to each Holder of Bonds as required by Trust
Indenture Act (S) 313(c) a brief report dated as of such date that complies with
Trust Indenture Act (S) 313(a). The Trustee also shall comply with Trust
Indenture Act (S) 313(b).

     A copy of each report at the time of its mailing to Bondholders shall be
filed by the Trustee with the Commission and each stock exchange, if any, on
which the Bonds are listed. The Issuer shall notify the Trustee if and when the
Bonds are listed on any stock exchange.

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases
                      ------------------------------------

     Section 8.01. Collection of Money. Except as otherwise expressly provided
                   -------------------
herein, the Trustee may demand payment or delivery of, and shall receive and
collect, directly and without intervention or assistance of any fiscal agent or
other intermediary, all money and other property payable to or receivable by the
Trustee pursuant to this Indenture, and the Fee and Indemnity Agreement. The
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Collateral, the Trustee may take such action as may be
appropriate to enforce such payment or performance,

                                      -58-

<PAGE>

subject to Article VI, including the institution and prosecution of appropriate
Proceedings. Any such action shall be without prejudice to any right to claim a
Default or Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.

     Section 8.02. Collection Account.
                   ------------------

     (a) Prior to the Issuance Date, the Issuer shall open, at the Trustee's
Corporate Trust Office, or at another Eligible Institution, one or more
segregated trust accounts in the Trustee's name for the deposit of amounts
remitted to the Trustee for deposit therein on the Issuance Date, RRB Charge
Payments and other amounts remitted under the Servicing Agreement (collectively,
the "Collection Account"). The Trustee shall hold the Collection Account for the
benefit of Bondholders, the Trustee and the other Persons indemnified hereunder
or under the Fee and Indemnity Agreement. The Collection Account will consist of
five subaccounts (which need not be separate bank accounts): a general
subaccount (the "General Subaccount"), a reserve subaccount (the "Reserve
Subaccount"), an overcollateralization subaccount (the "Overcollateralization
Subaccount"), a capital subaccount (the "Capital Subaccount") and an interest
reserve subaccount (the "Interest Reserve Subaccount"). All amounts in the
Collection Account not allocated to any other subaccount shall be allocated to
the General Subaccount. Prior to the initial Payment Date, all amounts in the
Collection Account (other than funds deposited into the Capital Subaccount and
the Interest Reserve Subaccount, together with interest earnings thereon) shall
be allocated to the General Subaccount. All references to the Collection Account
shall be deemed to include reference to all subaccounts contained therein.
Withdrawals from and deposits to each of the foregoing subaccounts of the
Collection Account shall be made as set forth in this Section 8.02. The
Collection Account shall at all times be maintained in an Eligible Deposit
Account and only the Trustee shall have access to the Collection Account for the
purpose of making deposits in and withdrawals from the Collection Account in
accordance with this Indenture. Funds in the Collection Account shall not be
commingled with any other moneys. Except as provided in Section 8.03, all moneys
deposited from time to time in the Collection Account, all deposits therein
pursuant to this Indenture, and all investments made in Eligible Investments
with such moneys, including all income or other gain from such investments,
shall be held by the Trustee in the Collection Account as part of the Collateral
as herein provided.

     (b) The Trustee shall have sole dominion and exclusive control over all
moneys in the Collection Account and shall apply such amounts therein as
provided in this Section 8.02.

     (c) All RRB Charge Payments and other remittances under the Servicing
Agreement shall be deposited in the General Subaccount as provided in Section
4.03 of the Servicing Agreement. All deposits to and withdrawals from the
Collection Account and all allocations to the subaccounts of the Collection
Account shall be made by the Trustee in accordance with the written instructions
provided by the Servicer in the Quarterly Servicer Certificate or as otherwise
provided herein.

     (d) On any Business Day upon which the Trustee receives a written request
from the Administrator stating that any Operating Expense payable by the Issuer
(but only as described in clauses (i) through (iv) below) will become due and
payable prior to the next succeeding Payment Date, and setting forth the amount
and nature of such Operating Expenses, as well as

                                      -59-

<PAGE>

any supporting documentation that the Trustee may reasonably request, the
Trustee, upon receipt of such information, will make payment of such Operating
Expenses on or before the date such payment is due from amounts on deposit in
the General Subaccount, the Reserve Subaccount, the Overcollateralization
Subaccount and the Capital Subaccount, in that order and only to the extent
required to make such payment.

     On each Payment Date or, for any amount payable under clauses (i) through
(iv) below, on any Business Day, the Trustee shall apply all amounts on deposit
in the Collection Account, including all net earnings thereon (other than on
amounts in the Capital Subaccount), to pay the following amounts, in accordance
with the Quarterly Servicer Certificate, in the following priority (provided
that, in accordance with Section 8.02(e), amounts on deposit in the Interest
Reserve Subaccount shall be applied only to make the payments contemplated by
clause (v) below):

         (i)   all amounts owed by the Issuer to the Trustee or to any other
     Person indemnified hereunder or under the Fee and Indemnity Agreement
     (including indemnity payments and legal fees and expenses) shall be paid,
     as incurred, first to the Trustee (subject to Section 6.07) and second to
                  -----                                              ------
     such other Person; provided, however, that the amount paid by the Trustee
     on behalf of the Issuer pursuant to this clause (i) to (A) the Trustee
     shall not in the aggregate (from the Issuance Date) exceed $10 million and
     (B) the other Persons indemnified hereunder or under the Fee and Indemnity
     Agreement shall not in the aggregate (from the Issuance Date) exceed $5
     million, unless, in each case, each Rating Agency shall have been given ten
     days prior notice thereof and Standard & Poor's shall have notified the
     Servicer, the Issuer and the Trustee in writing that such action will not
     result in a reduction or withdrawal of the then current rating by such
     Rating Agency of any Class of Bonds;

         (ii)  the Servicing Fee for such Payment Date and all unpaid Servicing
     Fees from prior Payment Dates shall be paid to the Servicer;

         (iii) the Administration Fee and all unpaid Administration Fees from
     prior Payment Dates shall be paid to the Administrator;

         (iv)  so long as no Default or Event of Default shall have occurred and
     be continuing or would result from such payment, all other Operating
     Expenses shall be paid to the Persons entitled thereto (other than the
     Persons referred to in clause (i) above); provided, however, that the
     amount of such other Operating Expenses paid by the Trustee from, but not
     including, the previous Payment Date to, and including, the current Payment
     Date shall not in the aggregate exceed $100,000;

         (v)   (A) any overdue Quarterly Interest (together with, to the extent
     lawful, interest on such overdue Quarterly Interest at the applicable Bond
     Interest Rate) and (B) Quarterly Interest for such Payment Date shall be
     paid to the Bondholders;

         (vi) (A) principal due and payable on the Bonds (x) as a result of an
     Event of Default or (y) on the Final Maturity Date of the Bonds, shall be
     paid to the Bondholders and (B) Quarterly Principal for such Payment Date
     shall be paid to the Bondholders;

                                      -60-

<PAGE>

                (vii)    unpaid Operating Expenses shall be paid to the Persons
         entitled thereto;

                (viii)   the amount, if any, by which the Required Interest
         Reserve Level, with respect to all Outstanding Bonds, exceeds the
         amount in the Interest Reserve Subaccount as of such Payment Date shall
         be allocated to the Interest Reserve Subaccount;

                (ix)     the amount, if any, by which the Required Capital
         Level, with respect to all Outstanding Bonds, exceeds the amount in the
         Capital Subaccount (disregarding any interest earnings held in the
         Capital Subaccount which have not been remitted to the Issuer) as of
         such Payment Date shall be allocated to the Capital Subaccount;

                (x)      the amount, if any, by which the Required
         Overcollateralization Level, with respect to all Outstanding Bonds,
         exceeds the amount in the Overcollateralization Subaccount as of such
         Payment Date shall be allocated to the Overcollateralization
         Subaccount; and

                (xi)     the balance, if any, shall be allocated to the Reserve
         Subaccount for distribution on subsequent Payment Dates.

         After principal of and interest on all Bonds, and all of the other
foregoing amounts, have been paid in full, the balance, if any, shall be paid to
the Issuer, free from the Lien of this Indenture.

         In the case of any deficiency in the amount required under clause (v)
above, amounts available to make payments under clause (v) above will be
allocated among each Class of Bonds pro rata based upon the respective amounts
of interest owed on the Bonds of each Class, and allocated and paid to holders
within each Class pro rata based upon the respective principal amount of Bonds
held. In the case of any deficiency in the amount required under clause (vi)
above, amounts available to make payments under clause (vi) above will be
allocated among each Class of Bonds pro rata based upon the respective principal
amount of Bonds due (in the case of clause (vi)(A)(x) above) or scheduled to be
paid (in the case of clauses (vi)(A)(y) and (vi)(B) above, based on the
priorities set forth in Section 2.01(c)(iii) and according to the expected
amortization schedule for such Class), and allocated and paid to the holders
within each Class pro rata based upon the principal amount of Bonds held.

         The final payment with respect to any Bond, however, will be made only
upon presentation and surrender of such Bond at the office or agency of the
Trustee specified in the notice given by the Trustee with respect to such final
payment.

         (e)    If on any Payment Date, or for any amounts payable under clauses
(i) through (iv) above, on any Business Day, funds on deposit in the General
Subaccount are insufficient to make the payments contemplated by clauses (i)
through (vi) of Section 8.02(d), the Trustee shall (i) first, draw from amounts
on deposit in the Reserve Subaccount, (ii) second, draw from amounts on deposit
in the Overcollateralization Subaccount, (iii) third, draw from amounts on
deposit in the Capital Subaccount and (iv) fourth, draw from amounts on deposit
in the Interest Reserve Subaccount, in each case, up to the amount of such
shortfall in order to make the payments contemplated by clauses (i) through (vi)
of Section 8.02(d); provided, however, that the Trustee shall draw from amounts
on deposit in the Interest Reserve Subaccount pursuant to clause (iv) of

                                      -61-

<PAGE>

this Section 8.02(e) only to make the payments contemplated by clause (v) of
Section 8.02(d). In addition, if on any Payment Date funds on deposit in the
General Subaccount are insufficient to make the allocations contemplated by
clauses (viii), (ix) and (x) of Section 8.02(d), the Trustee shall draw from
amounts on deposit in the Reserve Subaccount to make such allocations.

         (f)    Payments to Holders of Bonds shall be by check sent by first-
class mail to the address of such Holder appearing on the Register at the
relevant Record Date or, upon written application of a Holder of Bonds of any
Class in the original principal amount of $1,000,000 or more to the Trustee made
at any time not later than such Record Date or continuing in effect from a prior
request, by wire transfer in immediately available funds to the account of such
Holder at such bank located in New York, New York having wire transfer
capability as may be designated by such Holder; provided, however, that the
final payment in respect of any Bond shall be made only as provided in Section
8.02(d). The foregoing notwithstanding, any payments made to Cede & Co., as the
nominee of the initial Clearing Agency, shall be made by wire transfer of
immediately available funds.

         (g)    On any Optional Redemption Date or Mandatory Redemption Date,
the Trustee shall pay to the Bondholders the Optional Redemption Price or
Mandatory Redemption Price, as the case may be, which the Trustee has received.

         (h)    On the last day of each month, if the amount in the Capital
Subaccount exceeds the Required Capital Level, the Trustee shall pay to the
Issuer, upon receipt of an Issuer Request, free from the Lien of this Indenture,
all amounts in the Capital Subaccount in excess of the Required Capital Level.

         (i)    On any Payment Date, if, after giving effect to payments or
allocations made or to be made on such Payment Date, the amount in the Interest
Reserve Subaccount exceeds the Required Interest Reserve Level, the amount of
such excess shall be allocated to the Reserve Subaccount for distribution on
subsequent Payment Dates.

         Section 8.03.   General Provisions Regarding the Collection Account.
                         ---------------------------------------------------

         (a)    So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Collection Account shall
be invested in Eligible Investments and reinvested by the Trustee upon Issuer
Order; provided, however, that (i) such Eligible Investments shall not mature
later than the Business Day prior to the next Payment Date and (ii) such
Eligible Investments shall not be sold, liquidated or otherwise disposed of at a
loss prior to the maturity thereof. All income or other gain from investments of
moneys deposited in the Collection Account shall be deposited by the Trustee in
the Collection Account, and any loss resulting from such investments shall be
charged to the Collection Account; provided, however, that all income or other
gain from investments of moneys deposited in the Capital Subaccount shall be
retained in the Capital Subaccount and any loss resulting from such investments
shall be charged to the Capital Subaccount. The Issuer will not direct the
Trustee to make any investment of any funds or to sell any investment held in
the Collection Account unless the security interest Granted and perfected in
such account will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person, and, in
connection with any direction to the Trustee to make any such investment or
sale, if

                                      -62-

<PAGE>

requested by the Trustee, the Issuer shall deliver to the Trustee an Opinion of
Counsel, reasonably acceptable to the Trustee, to such effect. In no event shall
the Trustee be liable for the selection of Eligible Investments or for
investment losses incurred thereon. The Trustee shall have no liability in
respect of losses incurred as a result of the liquidation of any Eligible
Investment prior to its stated maturity or the failure of the Issuer to provide
timely written investment direction. The Trustee shall have no obligation to
invest or reinvest any amounts held hereunder in the absence of written
investment direction pursuant to an Issuer Order. If the rating of the Eligible
Institution, which may be the Trustee's Corporate Trust Office, falls below the
rating requirements set forth in clause (b)(i) of the definition of Eligible
Institution, the Trustee shall notify the Issuer and the Bond Issue shall,
within one month after notice of such rating change, cause the Collection
Account to be transferred to an institution meeting the requirements set forth
in clause (b)(i) of the definition of "Eligible Institution."

         (b)    Subject to Section 6.01(c), the Trustee shall not in any way be
held liable by reason of any insufficiency in the Collection Account resulting
from any loss on any Eligible Investment included therein except for losses
attributable to the Trustee's failure to make payments on such Eligible
Investments issued by the Trustee, in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms.

         (c)    If (i) the Issuer shall have failed to give written investment
directions for any funds on deposit in the Collection Account to the Trustee by
11:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer and
Trustee) on any Business Day; or (ii) a Default or Event of Default shall have
occurred and be continuing with respect to the Bonds but the Bonds shall not
have been declared due and payable pursuant to Section 5.02; then the Trustee
shall, to the fullest extent practicable, invest and reinvest funds in the
Collection Account in one or more investments described under paragraph (d) of
the definition of Eligible Investments.

         Section 8.04.  Reduction in Principal. Any reduction in the principal
                        ----------------------
amount of any Bond effected by any payment in respect of principal thereof shall
be binding upon all Holders of such Bond and of any Bond issued upon the
registration or transfer thereof or in lieu thereof, whether or not noted
thereon.

         Section 8.05.  Release of Collateral.
                        ---------------------

        (a)     The Trustee may, and when required by the provisions of this
Indenture shall, execute instruments to release property from the Lien of this
Indenture, or convey the Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture.
No party relying upon an instrument executed by the Trustee as provided in this
Article VIII shall be bound to ascertain the Trustee's authority, inquire into
the satisfaction of any conditions precedent or see to the application of any
moneys.

         (b)    The Trustee shall, at such time as there are no Bonds
Outstanding, release any remaining portion of the Collateral that secured the
Bonds from the Lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Collection Account. The
Trustee shall release property from the Lien of this Indenture pursuant to this
Section 8.05(b) only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel and (if required by the Trust
Indenture Act) Independent

                                      -63-

<PAGE>

Certificates in accordance with Trust Indenture Act (S)(S)314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.01.

         Section 8.06.   Opinion of Counsel. The Trustee shall receive at least
                         ------------------
seven days' notice when requested by the Issuer to take any action pursuant to
Section 8.05(a), accompanied by copies of any instruments involved, and the
Trustee shall also require, as a condition to such action, an Opinion of
Counsel, in form and substance reasonably satisfactory to the Trustee, stating
the legal effect of any such action, outlining the steps required to complete
the same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely
impair the security for the Bonds or the rights of the Bondholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Collateral. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Trustee in connection with any such action.

         Section 8.07.   Reports by Independent Accountants. As of the Issuance
                         ----------------------------------
Date, the Issuer shall appoint a firm of Independent certified public
accountants of recognized national reputation for purposes of preparing and
delivering the reports or certificates of such accountants required by this
Indenture. In the event such firm requires the Trustee to agree to the
procedures performed by such firm, the Issuer shall direct the Trustee in
writing to so agree; it being understood and agreed that the Trustee will
deliver such letter of agreement in conclusive reliance upon the direction of
the Issuer, and the Trustee makes no independent inquiry or investigation to,
and shall have no obligation or liability in respect of, the sufficiency,
validity or correctness of such procedures. Upon any resignation by such firm
the Issuer shall provide written notice thereof to the Trustee and shall
promptly appoint a successor thereto that shall also be a firm of Independent
certified public accountants of recognized national reputation. If the Issuer
shall fail to appoint a successor to a firm of Independent certified public
accountants that has resigned within 30 days after such resignation, the Trustee
shall promptly notify the Issuer of such failure in writing. If the Issuer shall
not have appointed a successor within 10 days thereafter the Trustee shall
promptly appoint a successor firm of Independent certified public accountants of
recognized national reputation; provided, however, that the Trustee shall have
no liability with respect to such appointment if the Trustee acted with due care
with respect thereto. The fees of such Independent certified public accountants
and its successor shall be payable by the Issuer.

                                      -64-

<PAGE>

                                   ARTICLE IX

                             Supplemental Indentures
                             -----------------------

         Section 9.01.   Supplemental Indentures Without Consent of Bondholders.
                         ------------------------------------------------------
Without the consent of the Bondholders but with prior notice to the Rating
Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any
time and from time to time, may enter into one or more indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as in
force at the date of the execution thereof), in form reasonably satisfactory to
the Trustee, for any of the following purposes:

         (a)     to add to the covenants of the Issuer for the benefit of the
Bondholders, or to surrender any right or power herein conferred upon the
Issuer;

         (b)     to correct or supplement any provision herein or in any
supplemental indenture that may be defective or inconsistent with any other
provision herein or in any supplemental indenture or to make any other
provisions with respect to matters or questions arising under this Indenture;
provided, however, that any such action shall not adversely affect in any
material respect the interests of the Bondholders;

         (c)     to cure any ambiguity or correct any mistake;

         (d)     to qualify, if necessary, this Indenture (including any
supplemental indenture) under the Trust Indenture Act, or under any similar
federal statute hereafter enacted, and to add to this Indenture such other
provisions as may be expressly permitted by the Trust Indenture Act, excluding,
however, the provisions referred to in Trust Indenture Act (S)316(a)(2) as in
effect at the date as of which this instrument was executed or any corresponding
provision in any similar federal statute hereafter enacted;

         (e)     to provide for any interest rate swap transactions with respect
to any floating rate series or class of bonds or any series or class with
specified credit enhancement; but:

                 (i)     such action shall not, as evidenced by an opinion of
         counsel, adversely affect in any material respect the interests of any
         Bondholder or other swap counterparty; and

                 (ii)    the Rating Agency Condition shall have been satisfied;
         or

         (f)  to authorize the appointment of any listing agent, transfer agent
or Paying Agent or Registrar for any class of bonds required or advisable in
connection with the listing of any class of bonds on the Luxembourg Stock
Exchange or any other stock exchange, and otherwise to amend the indenture to
incorporate any changes requested or required by any governmental authority,
stock exchange authority, listing agent, transfer agent or Paying Agent or
Registrar for any class of bonds in connection with that listing.

         Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to this Section, the Trustee shall mail to the
Rating Agencies a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Trustee to mail

                                      -65-

<PAGE>

such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture. If any such supplemental
indenture requires satisfaction of the Rating Agency Condition, the notice
requirements contained in this Section 9.01 are in addition to the notice
requirements that may otherwise apply.

         Section 9.02.   Supplemental Indentures with Consent of Bondholders.
                         ---------------------------------------------------
The Issuer and the Trustee, when authorized by an Issuer Order, also may, with
prior notice to the Rating Agencies, and with the consent of the Holders of not
less than a majority of the Outstanding Amount of the Bonds of each Class to be
affected, by Act of such Holders delivered to the Issuer and the Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Bonds under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Bond of each Class affected thereby:

         (a)     change the date of payment of any installment of principal of
or interest on any Bond, or reduce the principal amount thereof or the interest
rate thereon, change the provisions of this Indenture relating to the
application of collections on, or the proceeds of the sale of, the Collateral to
payment of principal of or interest on the Bonds, or change any place of payment
where, or the coin or currency in which, any Bond or the interest thereon is
payable, or impair the right to institute suit for the enforcement of the
provisions of this Indenture requiring the application of funds available
therefor, as provided in Article V, to the payment of any such amount due on the
Bonds on or after the respective due dates thereof (or, in the case of optional
or mandatory redemption, on or after the Optional Redemption Date or Mandatory
Redemption Date, as applicable);

         (b)     reduce the percentage of the Outstanding Amount of the Bonds or
of a Class thereof, the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holders of which is required for
any waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this Indenture;

         (c)     modify or alter the provisions of the proviso to the definition
of the term "Outstanding";

         (d)     reduce the percentage of the Outstanding Amount of the Bonds
required to direct the Trustee to direct the Issuer to sell or liquidate the
Collateral pursuant to Section 5.04;

         (e)     modify any provision of this Section except to increase any
percentage specified herein or to provide that certain additional provisions of
this Indenture or the Basic Documents cannot be modified or waived without the
consent of the Holder of each Outstanding Bond affected thereby;

         (f)     modify any of the provisions of this Indenture in such manner
as to affect the calculation of the amount of any payment of interest or
principal due on any Bond on any Payment Date (including the calculation of any
of the individual components of such calculation)

                                      -66-

<PAGE>

or to affect the rights of the Holders of Bonds to the benefit of any provisions
for the mandatory redemption of the Bonds contained herein; or

         (g)     permit the creation of any lien ranking prior to or on a parity
with the Lien of this Indenture with respect to any part of the Collateral or,
except as otherwise permitted or contemplated herein, terminate the Lien of this
Indenture on any property at any time subject hereto or deprive the Holder of
any Bond of the security provided by the Lien of this Indenture.

         The Trustee may in its discretion determine whether or not any Bonds of
a Class would be affected by any supplemental indenture and any such
determination shall be conclusive upon the Holders of all Bonds of such Class,
whether theretofore or thereafter authenticated and delivered hereunder. The
Trustee shall not be liable for any such determination made in good faith.

         It shall not be necessary for any Act of Bondholders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

         The Trustee shall give each Rating Agency five Business Days prior
written notice of any such proposed supplemental indenture. Promptly after the
execution by the Issuer and the Trustee of any supplemental indenture pursuant
to this Section, the Trustee shall mail to the Rating Agencies and the Holders
of the Bonds to which such amendment or supplemental indenture relates a notice
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture. If any such supplemental indenture requires satisfaction of the
Rating Agency Condition, the notice requirements contained in this Section 9.02
are in addition to the notice requirements that may otherwise apply.

         Section 9.03.   Execution of Supplemental Indentures. In executing any
                         ------------------------------------
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and subject to Sections 6.01 and 6.02, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
that affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise.

         Section 9.04    Effect of Supplemental Indenture. Upon the execution of
                         --------------------------------
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith with
respect to each Class of Bonds affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Trustee, the Issuer and the Holders of the Bonds shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes. If required by
the Trustee, Bonds may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Issuer or the Trustee

                                      -67-

<PAGE>

shall so determine, new Bonds so modified as to conform, in the opinion of the
Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Trustee in
exchange for Outstanding Bonds.

         Section 9.05.   Conformity with Trust Indenture Act. Every amendment of
                         -----------------------------------
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

                                   ARTICLE X

                               Redemption of Bonds
                               -------------------

         Section 10.01.  Optional Redemption by Issuer. The Issuer may, at its
                         -----------------------------
option, redeem all, but not less than all, of the Bonds on any Payment Date if,
after giving effect to payments that would otherwise be made on such Payment
Date, the Outstanding Amount has been reduced to less than five percent of the
initial principal balance thereof at a price equal to the outstanding principal
amount of the Bonds to be redeemed plus accrued and unpaid interest thereon at
the Bond Interest Rate to the Optional Redemption Date (such price being called
the "Optional Redemption Price"). If the Issuer shall elect to redeem the Bonds
pursuant to this Section 10.01, it shall furnish written notice (which notice
shall state all items listed in Section 10.02) of such election to the Trustee
and the Rating Agencies not later than 25 days prior to the Optional Redemption
Date and shall deposit with the Trustee not later than one Business Day prior to
the Optional Redemption Date the Optional Redemption Price of the Bonds to be
redeemed whereupon all such Bonds shall be due and payable on the Optional
Redemption Date upon the furnishing of a notice complying with Section 10.02 to
each Holder of the Bonds pursuant to this Section 10.01.

         Section 10.02.  Form of Optional Redemption Notice. Notice of
                         ----------------------------------
redemption under Section 10.01 shall be given by the Trustee by first-class
mail, postage prepaid, mailed not less than five days nor more than 25 days
prior to the Optional Redemption Date to each Holder of Bonds to be redeemed, as
of the close of business on the Record Date preceding the Optional Redemption
Date at such Holder's address appearing in the Register.

         All notices of redemption shall state:

                 (i)     the Optional Redemption Date;

                 (ii)    the Optional Redemption Price; and

                 (iii)   the place where such Bonds are to be surrendered for
         payment of the Optional Redemption Price (which shall be the office or
         agency of the Issuer to be maintained as provided in Section 3.02).

         Notice of redemption of the Bonds to be redeemed shall be given by the
Trustee in the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Bonds elected for
redemption shall not impair or affect the validity of the redemption of any
other Bond.

                                      -68-

<PAGE>

     Section 10.03. Bonds Payable on Optional Redemption Date or Payment Date.
                    ---------------------------------------------------------
Notice of redemption having been given as provided in Section 10.02, the Bonds
to be redeemed shall on the Optional Redemption Date become due and payable at
the Optional Redemption Price and (unless the Issuer shall default in the
payment of the Optional Redemption Price) no interest shall accrue on the
Optional Redemption Price for any period after the date to which accrued
interest is calculated for purposes of calculating the Optional Redemption
Price.

     Section 10.04. Mandatory Redemption by Issuer. If the Seller is required to
                    ------------------------------
repurchase the RRB Property pursuant to Section 5.01(b) of the Sale Agreement,
or elects to repurchase the RRB Property pursuant to Section 5.01(e) of the Sale
Agreement, the Issuer shall be required to redeem all outstanding Bonds on or
before the fifth Business Day following the Repurchase Date (such date of
mandatory redemption, the "Mandatory Redemption Date") for a purchase price
equal to the then outstanding principal amount of the Bonds plus accrued and
unpaid interest thereon at the Bond Interest Rate to the Mandatory Redemption
Date (such price being called the "Mandatory Redemption Price"). If the Issuer
is required to redeem the Bonds pursuant to this Section 10.04, it shall furnish
written notice (which notice shall state all items listed in Section 10.05) of
such redemption to the Trustee and the Rating Agencies not later than one
Business Day before such Repurchase Date and shall deposit with the Trustee, not
later than 12:00 noon Eastern Time on the Repurchase Date, the Mandatory
Redemption Price of the Bonds to be redeemed whereupon all such Bonds shall be
due and payable on the Mandatory Redemption Date upon the furnishing of a notice
complying with Section 10.05 to each Holder of the Bonds pursuant to this
Section 10.04.

     Section 10.05. Form of Mandatory Redemption Notice. Notice of redemption
                    -----------------------------------
under Section 10.04 shall be given by the Trustee by first-class mail, postage
prepaid, mailed not less than five days prior to the Mandatory Redemption Date
to each Holder of Bonds to be redeemed, as of the close of business on the
Record Date preceding the Mandatory Redemption Date at such Holder's address
appearing in the Register.

     All notices of redemption shall state:

          (i)   the Mandatory Redemption Date;

          (ii)  the Mandatory Redemption Price; and

          (iii) the place where such Bonds are to be surrendered for payment of
     the Mandatory Redemption Price (which shall be the office or agency of the
     Issuer to be maintained as provided in Section 3.02).

     Notice of redemption of the Bonds to be redeemed shall be given by the
Trustee in the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Bonds elected for
redemption shall not impair or affect the validity of the redemption of any
other Bond.

     Section 10.06 Bonds Payable on Mandatory Redemption Date or Payment Date.
                   ----------------------------------------------------------
Notice of redemption having been given as provided in Section 10.05, the Bonds
to be redeemed shall on the Mandatory Redemption Date become due and payable at
the Mandatory Redemption Price and (unless the Issuer shall default in the
payment of the Mandatory Redemption Price) no

                                      -69-

<PAGE>

interest shall accrue on the Mandatory Redemption Price for any period after the
date to which accrued interest is calculated for purposes of calculating the
Mandatory Redemption Price.

                                   ARTICLE XI

                                  Miscellaneous
                                  -------------

     Section 11.01. Compliance Certificates and Opinions, etc.
                    ------------------------------------------

     (a)  Upon any application or request by the Issuer to the Trustee to take
any action under any provision of this Indenture, the Issuer shall furnish to
the Trustee (i) an Officer's Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (iii)
(if required by the Trust Indenture Act) an Independent Certificate from a firm
of certified public accountants meeting the applicable requirements of this
Section, 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 Indenture, 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 Indenture shall include:

          (i)   a statement that each signatory of such certificate or opinion
     has read or has caused to be read such covenant or condition and the
     definitions herein relating thereto;

          (ii)  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;

          (iii) a statement that, in the opinion of each such signatory, such
     signatory has made such examination or investigation as is necessary to
     enable such signatory to express an informed opinion as to whether or not
     such covenant or condition has been complied with; and

          (iv)  a statement as to whether, in the opinion of each such
     signatory, such condition or covenant has been complied with.

     (b)  (i)   Prior to the deposit of any Collateral or other property or
securities with the Trustee that is to be made the basis for the release of any
property or securities subject to the Lien of this Indenture, the Issuer shall,
in addition to any obligation imposed in Section 11.01(a) or elsewhere in this
Indenture, furnish to the Trustee an Officer's Certificate certifying or stating
the opinion of each person signing such certificate as to the fair value (within
90 days of such deposit) to the Issuer of the Collateral or other property or
securities to be so deposited.

          (ii)  Whenever the Issuer is required to furnish to the Trustee an
     Officer's Certificate certifying or stating the opinion of any signer
     thereof as to the matters described in clause (i) above, the Issuer shall
     also deliver to the Trustee an Independent

                                      -70-

<PAGE>

     Certificate as to the same matters, if the fair value to the Issuer of the
     securities to be so deposited and of all other such securities made the
     basis of any such withdrawal or release since the commencement of the
     then-current fiscal year of the Issuer, as set forth in the certificates
     delivered pursuant to clause (i) above and this clause (ii), is ten percent
     or more of the Outstanding Amount of the Bonds, but such a certificate need
     not be furnished with respect to any securities so deposited, if the fair
     value thereof to the Issuer as set forth in the related Officer's
     Certificate is less than $25,000 or less than one percent of the
     Outstanding Amount of the Bonds.

          (iii) Whenever any property or securities are to be released from the
     Lien of this Indenture other than pursuant to Section 8.02, the Issuer
     shall also furnish to the Trustee an Officer's Certificate certifying or
     stating the opinion of each person signing such certificate as to the fair
     value (within 90 days of such release) of the property or securities
     proposed to be released and stating that in the opinion of such person the
     proposed release will not impair the security under this Indenture in
     contravention of the provisions hereof.

          (iv)  Whenever the Issuer is required to furnish to the Trustee an
     Officer's Certificate certifying or stating the opinion of any signer
     thereof as to the matters described in clause (iii) above, the Issuer shall
     also furnish to the Trustee an Independent Certificate as to the same
     matters if the fair value of the property or securities and of all other
     property, or securities released from the Lien of this Indenture (other
     than pursuant to Section 8.02) since the commencement of the then-current
     calendar year, as set forth in the certificates required by clause (iii)
     above and this clause (iv), equals 10 percent or more of the Outstanding
     Amount of the Bonds, but such certificate need not be furnished in the case
     of any release of property or securities if the fair value thereof as set
     forth in the related Officer's Certificate is less than $25,000 or less
     than one percent of the then Outstanding Amount of the Bonds.

          (v)   Notwithstanding Section 2.12 or any other provision of this
     Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose
     of the RRB Property and the RRB Charge as and to the extent permitted or
     required by the Basic Documents (B) cause the Trustee to make cash payments
     out of the Collection Account as and to the extent permitted or required by
     the Basic Documents and (C) exercise its Legal Defeasance Option or its
     Covenant Defeasance Option, as applicable pursuant to Article IV.

     Section 11.02. Form of Documents Delivered to Trustee.
                    --------------------------------------

     (a)  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.

     (b) Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by,

                                      -71-

<PAGE>

     (b) counsel, unless such officer knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to the matters upon which his or her certificate or opinion is based are
erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Servicer, the
Seller, the Issuer or the Administrator, stating that the information with
respect to such factual matters is in the possession of the Servicer, the
Seller, the Issuer or the Administrator, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

     (c) Whenever in this Indenture, in connection with any application or
certificate or report to the Trustee, it is provided that the Issuer shall
deliver any document as a condition of the granting of such application, or as
evidence of the Issuer's compliance with any term hereof, it is intended that
the truth and accuracy, at the time of the granting of such application or at
the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Trustee's right to rely upon the truth and accuracy of
any statement or opinion contained in any such document as provided in Article
VI.

     (d) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Section 11.03. Acts of Bondholders.
                    -------------------

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Bondholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Bondholders in person or by agents 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
Trustee, and, where it is hereby expressly required, to the Issuer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Bondholders
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 Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Issuer, 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 in any manner that the Trustee deems sufficient.

     (c) The ownership of Bonds shall be proved by the Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Bonds shall bind the Holder of every Bond
issued upon the registration thereof or in exchange therefor or in lieu thereof,
in respect of anything done,

                                      -72-

<PAGE>

omitted or suffered to be done by the Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Bond.

     (e) The Issuer may at its option by delivery of an Officer's Certificate to
the Trustee set a record date to determine the Holders of any Class of Bonds
entitled to give any consent, request, demand, authorization, direction, notice,
waiver or other Act. Notwithstanding Trust Indenture Act (S) 316(c), such record
date shall be the record date specified in such Officer's Certificate, which
shall be the date not more than 30 days prior to the first solicitation of
Bondholders in connection therewith. If such a record date is fixed, such
consent, request, demand, authorization, direction, notice, waiver or other Act
may be given before or after such record date, but only the Holders of Bonds of
the applicable Class at the close of business on such record date shall be
deemed to be Bondholders of such Class for the purposes of determining whether
Holders of the requisite aggregate Outstanding Amount of Bonds of such Class
have authorized or agreed or consented to such consent, request, demand,
authorization, direction, notice, waiver or other Act, and for that purpose the
aggregate Outstanding Amount of Bonds of such Class shall be computed as of such
record date; provided, however, that no such consent, request, demand,
authorization, direction, notice, waiver or other Act by the Holders of Bonds of
such Class on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than one year
after the record date.

     (f) Except as otherwise provided in the definition of Outstanding, Bonds of
any Class owned by or pledged to any Person shall have an equal and proportional
benefit under the provisions of this Indenture, without preference, priority or
distinction as among all of the Bonds of that Class.

     Section 11.04. Notices.
                    -------

     (a) Unless otherwise specifically provided herein, all requests, notices,
directions, consents and waivers required under the terms and provisions of this
Indenture shall be in English and in writing, and any such notice, direction,
consent or waiver may be given by United first class States mail, reputable
overnight courier service, facsimile transmission or electronic mail (confirmed
by telephone, United States first class mail or reputable overnight courier
service in the case of notice by facsimile transmission or electronic mail) or
any other customary means of communication, and any such requests, notice,
direction, consent or waiver shall be effective when delivered, or if mailed,
three days after deposit in the United States mail with proper postage for
ordinary mail prepaid,

     if to the Issuer, to:

         PSNH Funding LLC 2
         c/o Public Service Company of New Hampshire

         if prior to April 1, 2002:

         1000 Elm Street
         Manchester, New Hampshire 03101

                                      -73-

<PAGE>

                  if on or after April 1, 2002:

                  780 North Commercial Street
                  Manchester, New Hampshire  03101

                  Facsimile:   (860) 665-5457
                  Telephone:   (860) 665-3258
                  E-Mail:      shoopra@nu.com (email)

                  with a copy to:
                  Public Service Company of New Hampshire
                  c/o Northeast Utilities Service Company
                  if by U.S. Mail:
                  P.O. Box 270
                  Hartford, CT 06141-0270
                  if by courier:
                  107 Selden Street
                  Berlin, CT 06037
                  Attention:  Assistant Treasurer - Finance
                  Facsimile:   (860) 665-5457
                  Telephone:   (860) 665-3258
                  E-Mail:      shoopra@nu.com

         if to the Trustee, to:

                  The Bank of New York
                  5 Penn Plaza
                  16th Floor
                  New York, New York 10001
                  Attention: ABS Unit
                  Facsimile:   (212) 328-7623
                  Telephone:   (212) 328-7549

         if to the Rating Agencies, to:

                  Standard & Poor's Ratings Services
                  55 Water Street, 41/st/ Floor
                  New York, New York 10041
                  Attention:  Asset Backed Surveillance Department
                  Facsimile:   (212) 438-2664
                  Telephone:   (212) 438-2000

                                      -74-



<PAGE>

         Moody's Investors Service
         99 Church Street
         New York, New York 10007
         Attention:  ABS Monitoring Department
         Facsimile:   (212) 553-0573
         Telephone:   (212) 553-3686

         and

         Fitch, Inc.
         One State Street Plaza
         New York, New York  10004
         Attention:  ABS Surveillance
         Facsimile:   (212) 514-9879
         Telephone:   (212) 908-0500
         Email:       surv@fitchratings.com

     Section 11.05. Notices to Bondholders; Waiver. Where this Indenture
                    ------------------------------
provides for notice to Bondholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Bondholder affected by such
event, at such Bondholder `s address as it appears on the Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Bondholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Bondholder shall affect the sufficiency of such notice with
respect to other Bondholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Bondholders shall be filed with the Trustee but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such a waiver.

     In case, by reason of the suspension of regular mail service as a result of
a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event of Bondholders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

     Where this Indenture provides for notice to the Rating Agencies, failure to
give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute a Default or Event of
Default.

     Section 11.06. State Pledge; Bonds Not Obligation of the State of New
                    ------------------------------------------------------
Hampshire, or Seller.
--------------------

     (a) The Issuer hereby finds and determines, and hereby represents and
warrants, that it constitutes a "financing entity" under RSA 369-B:2, and that
the Bonds constitute "rate

                                      -75-

<PAGE>

reduction bonds" under RSA 369-B:2 and that the Holders of the Bonds are
entitled to the rights and benefits thereunder. Pursuant to RSA 369-B:6, II, the
State of New Hampshire pledges, contracts and agrees with the Issuer and the
Holders of the Bonds (the "State Pledge") as follows:

     The state does hereby pledge, contract, and agree with the owners of RRB
     property and holders of and trustees for rate reduction bonds that neither
     the state, nor any of its agencies, including the commission, shall limit,
     alter, amend, reduce, or impair the RRB charge, RRB property, finance
     orders, and all rights thereunder or ownership thereof or security interest
     therein until the rate reduction bonds, including all principal, interest,
     premium, costs and arrearages thereon, are fully met and discharged,
     provided nothing contained in this paragraph shall preclude the limitation,
     alteration, amendment, reduction, or impairment if and when adequate
     provision shall be made by law for the protection of such owners, holders
     and trustees. The state does hereby acknowledge that such owners, holders
     and trustees may and will rely on this pledge, contract, and agreement and
     that any such limitation, alteration, amendment, reduction, or impairment
     without such adequate provision will irreparably harm such owners, holders
     and trustees. The state treasurer and the financing entity are each
     authorized to include this pledge, contract, agreement, and acknowledgment
     of the state in the documentation relating to the rate reduction bonds.

     (b) The Bonds do not represent an interest in or obligation of the State of
New Hampshire, or any other governmental agency or instrumentality, or the
Seller or any of its affiliates, except that the Bonds are obligations of PSNH
Funding LLC 2, which is an affiliate of PSNH. None of the Bonds or the
underlying RRB Property will be guaranteed or insured by the State of New
Hampshire, or any other governmental agency or instrumentality, or by the Seller
or its affiliates.

     Neither the full faith and credit nor the taxing power of the State of New
Hampshire or any political subdivision thereof or any other governmental agency
or instrumentality is pledged to the payment of the principal of, or interest
on, the Bonds, or to the payments in respect of or in repurchase of the RRB
Property, nor is the State of New Hampshire or any political subdivision thereof
or any other governmental agency or instrumentality in any manner obligated to
make any appropriation for the payment thereof.

     Section 11.07. Conflict with Trust Indenture Act. If any provision hereof
                    ---------------------------------
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

     The provisions of Trust Indenture Act (S)(S) 310 through 317 that impose
duties on any person (including the provisions automatically deemed included
herein unless expressly excluded by this Indenture) are a part of and govern
this Indenture, whether or not physically contained herein.

                                      -76-

<PAGE>

     Section 11.08. Effect of Headings and Table of Contents. The Article and
                    ----------------------------------------
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 11.09. Successors and Assigns. All covenants and agreements in this
                    ----------------------
Indenture and the Bonds by the Issuer shall bind its successors and assigns,
whether so expressed or not.

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

     Section 11.10. Severability. In case any provision in this Indenture or in
                    ------------
the Bonds shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     Section 11.11. Benefits of Indenture. Nothing in this Indenture or in the
                    ---------------------
Bonds, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Bondholders, and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Collateral, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

     Section 11.12. Legal Holidays. In any case where the date on which any
                    --------------
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Bonds or this Indenture) 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 the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

     Section 11.13. Governing Law. THIS INDENTURE SHALL BE GOVERNED BY AND
                    -------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW HAMPSHIRE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

     Section 11.14. Counterparts. This Indenture may be executed in any number
                    ------------
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.

     Section 11.15. Recording of Indenture. If this Indenture is subject to
                    ----------------------
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Trustee or any other counsel reasonably acceptable
to the Trustee) to the effect that such recording is necessary either for the
protection of the Bondholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the Trustee under this Indenture.

     Section 11.16. No Recourse to Certain Persons. No recourse may be taken,
                    ------------------------------
directly or indirectly, with respect to the obligations of the Issuer or the
Trustee on the Bonds or under this Indenture or any certificate or other writing
delivered in connection herewith or therewith, against (i) the Trustee in its
individual capacity, (ii) any owner of a membership interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee in its individual capacity, any holder of a membership interest in
the Issuer or the Trustee or of

                                      -77-

<PAGE>

any successor or assign of the Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Trustee has
no such obligations in its individual capacity).

     Section 11.17. No Recourse to Issuer. Notwithstanding any provision of this
                    ---------------------
Indenture or any supplemental Indenture to the contrary, Bondholders shall have
no recourse against the Issuer, but shall look only to the Collateral, with
respect to any amounts due to the Bondholders hereunder.

     Section 11.18. Inspection. The Issuer agrees that, on reasonable prior
                    ----------
notice, it will permit any representative of the Trustee, during the Issuer's
normal business hours, to examine all the books of account, records, reports,
and other papers of the Issuer, to make copies and extracts therefrom, to cause
such books to be audited by Independent certified public accountants, and to
discuss the Issuer's affairs, finances and accounts with the Trustee's officers,
employees, and Independent certified public accountants, all at such reasonable
times and as often as may be reasonably requested. The Trustee shall and shall
cause its representatives to hold in confidence all such information except to
the extent disclosure may be required by law (and all reasonable applications
for confidential treatment are unavailing) and except to the extent that the
Trustee may reasonably determine that such disclosure is consistent with its
obligations hereunder. Notwithstanding anything herein to the contrary, the
foregoing shall not be construed to prohibit (i) disclosure of any and all
information that is or becomes publicly known, or information obtained by the
Trustee from sources other than the Issuer, provided such parties are rightfully
in possession of such information and do not have an obligation of
confidentiality, (ii) disclosure of any and all information (A) if required to
do so by any applicable statute, law, rule or regulation, (B) pursuant to any
subpoena, civil investigative demand or similar demand or request of any court
or regulatory authority exercising its proper jurisdiction, (C) in any
preliminary or final offering circular, registration statement or contract or
other document pertaining to the transactions contemplated by this Indenture or
the Basic Documents approved in advance by the Issuer or (D) to any affiliate,
independent or internal auditor, agent, employee or attorney of the Trustee
having a need to know the same, provided that such parties agree to be bound by
the confidentiality provisions contained in this Section 11.18, or (iii) any
other disclosure authorized by the Issuer.

     Section 11.19. Nonpetition Covenants. Notwithstanding any prior termination
                    ---------------------
of this Indenture, but subject to the NHPUC's right to order the sequestration
and payment of revenues arising with respect to the RRB Property notwithstanding
any bankruptcy, reorganization or other insolvency proceedings with respect to
the debtor, pledgor or transferor of the RRB Property pursuant to RSA 369-B:7,
VI and RSA 369-B:7, VIII, the Trustee shall not, prior to the date which is one
year and one day after the termination of this Indenture with respect to the
Issuer, petition or otherwise invoke or cause the Issuer to invoke the process
of any court or governmental authority for the purpose of commencing or
sustaining a case against the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Issuer or any
substantial part of the property of the Issuer, or ordering the winding up or
liquidation of the affairs of the Issuer.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -78-

<PAGE>


                                      -79-

<PAGE>

         IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Indenture to be duly executed by their respective officers, thereunto duly
authorized, all as of the day and year first above written.

                                           PSNH FUNDING LLC 2

                                           By: _________________________________
                                                Name:   Randy A. Shoop
                                                Title:  President


                                           THE BANK OF NEW YORK,
                                           as Trustee

                                           By: _________________________________
                                                Name:
                                                Title:

                                     -S-1-

<PAGE>

                                   SCHEDULE 1

                         Expected Amortization Schedule
                         ------------------------------

                                     -1-1-

<PAGE>

                                   SCHEDULE 2

                  Required Overcollateralization Level Schedule
                  ---------------------------------------------

                                     -2-1-

<PAGE>

                                    EXHIBIT A

                                  FORM OF BOND

REGISTERED

NO. [     ]                                                             $ [    ]

                       SEE REVERSE FOR CERTAIN DEFINITIONS

     THE PRINCIPAL OF THIS CLASS A-1 BOND WILL BE PAID IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-1
BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                               PSNH FUNDING LLC 2

                                    CLASS A-1

                       RATE REDUCTION BOND, SERIES 2002-1

     BOND                                    FINAL
   INTEREST          SCHEDULED             MATURITY
     RATE          MATURITY DATE             DATE               CUSIP
     ----          -------------             ----               -----
                 February 1, 2008      February 1, 2010

REGISTERED OWNER: Cede & Co.

PRINCIPAL AMOUNT:

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO PSNH FUNDING LLC 2 OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND 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 PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     This Bond does not represent an interest in or obligation of the State of
New Hampshire, any governmental agency or instrumentality or Public Service
Company of New Hampshire, a New Hampshire corporation ("PSNH"). None of the Bond
or the underlying RRB Property (as defined in the Indenture) will be guaranteed
or insured by

                                     -A-1-

<PAGE>

the State of New Hampshire, any other governmental agency or instrumentality or
by PSNH.

     Neither the full faith and credit nor the taxing power of the State of New
Hampshire or any political subdivision thereof or any governmental agency or
instrumentality is pledged to the payment of the principal of, or interest on,
this Bond, or to the payments in respect of or in repurchase of the RRB
Property, nor is the State of New Hampshire or any political subdivision thereof
or any governmental agency or instrumentality in any manner obligated to make
any appropriation for the payment thereof.

     To the extent not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in the Indenture.

     THIS CERTIFIES THAT CEDE & CO., as nominee for The Depository Trust
Company, for value received, is the registered owner of a Principal Amount
(stated above) of nonassessable and fully-paid Bond. PSNH Funding LLC 2, a
limited liability company formed and existing under the laws of the State of
Delaware (herein referred to as the "Issuer"), for value received, hereby
promises to pay to the person whose name appears as the Registered Holder of
this Class A-1 Bond, which shall initially be Cede & Co., the original principal
amount shown above in quarterly installments on the Payment Dates and in the
amounts specified on the reverse hereof or, if less, the amounts determined
pursuant to Section 8.02 of the Indenture, in each year, commencing on the date
determined as provided on the reverse hereof and ending on or before the Final
Maturity Date and to pay interest, at the Bond Interest Rate shown above, on
each February 1, May 1, August 1 and November 1 or if any such day is not a
Business Day, the next succeeding Business Day, commencing on August 1, 2002 and
continuing until the earlier of the payment of the principal hereof or the Final
Maturity Date (each a "Payment Date"), on the principal amount of this Class A-1
Bond. Interest on this Class A-1 Bond will accrue for each Payment Date from the
most recent Payment Date on which interest has been paid to but excluding such
Payment Date or, if no interest has yet been paid, from January __, 2002.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Class A-1 Bond shall be paid in
the manner specified on the reverse hereof.

     The principal of and interest on this Class A-1 Bond are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Class A-1 Bond shall be applied first to interest
due and payable on this Class A-1 Bond as provided above and then to the unpaid
principal of this Class A-1 Bond, all in the manner set forth in Section 8.02 of
the Indenture.

     Subject to and in accordance with the terms of the Indenture, the Issuer
has represented and warranted under the Indenture, that the Issuer constitutes a
"financing entity" under RSA 369-B:2, and that the Bonds constitute "rate
reduction bonds" under RSA 369-B:2 and that the Holders of the Bonds are
entitled to the rights and benefits

                                     -A-2-

<PAGE>

thereunder. Pursuant to RSA 369-B:6, II, the State of New Hampshire has pledged
and agreed with the Issuer and the Holders of the Bonds (the "State Pledge") as
follows:

         The state does hereby pledge, contract, and agree with the owners of
         RRB property and holders of and trustees for rate reduction bonds that
         neither the state, nor any of its agencies, including the commission,
         shall limit, alter, amend, reduce, or impair the RRB charge, RRB
         property, finance orders, and all rights thereunder or ownership
         thereof or security interest therein until the rate reduction bonds,
         including all principal, interest, premium, costs and arrearages
         thereon, are fully met and discharged, provided nothing contained in
         this paragraph shall preclude the limitation, alteration, amendment,
         reduction, or impairment if and when adequate provision shall be made
         by law for the protection of such owners, holders and trustees. The
         state does hereby acknowledge that such owners, holders and trustees
         may and will rely on this pledge, contract, and agreement and that any
         such limitation, alteration, amendment, reduction, or impairment
         without such adequate provision will irreparably harm such owners,
         holders and trustees. The state treasurer and the financing entity are
         each authorized to include this pledge, contract, agreement, and
         acknowledgment of the state in the documentation relating to the rate
         reduction bonds.

         Further, the Issuer has pledged and agreed with the Holders of the
Bonds that it will not act in a manner inconsistent with the State Pledge and
will not take any action that would impair any rights of the Holders of the
Bonds or the RRB Property.

         Reference is made to the further provisions of this Class A-1 Bond set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class A-1 Bond.

         The Holder of this Class A-1 Bond by the acceptance hereof agrees to be
bound by the terms of the Indenture.

         Unless the certificate of authentication hereon has been executed by
the Trustee whose name appears below by manual signature, this Class A-1 Bond
shall not be entitled to any benefit under the Indenture, or any other Basic
Document, or be valid or obligatory for any purpose.

         It is expressly agreed and understood by the parties hereto that (a)
this Bond is executed, authenticated and delivered by The Bank of New York, not
individually or personally but solely as Trustee, on behalf of the Issuer in the
exercise of the powers and authority conferred and vested in it, (b) the
representations, undertakings and agreements herein made by the Trustee on
behalf of the Issuer are made and intended not as personal representations,
undertakings and agreements of the Trustee, but are made and intended for the
purpose of binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability on The Bank of New York, individually or
personally, to perform any covenant either expressed or implied herein, except
in its capacity as Trustee, all such

                                     -A-3-

<PAGE>

liability being expressly waived by all Persons, and (d) under no circumstances
shall The Bank of New York be personally liable for the payment of any
indebtedness or expenses of the Issuer, or be personally liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Issuer under the Indenture.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Date: [         ], ________

                                                PSNH FUNDING LLC 2


                                                By:____________________________
                                                   Name:
                                                   Title:

                                     -A-4-

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         Dated: [           ], ______

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

                                          THE BANK OF NEW YORK,
                                           as Trustee

                                          By:__________________________________
                                             Name:
                                             Title:

                                      -A-5-

<PAGE>

                                [REVERSE OF BOND]

         This Class A-1 Bond is one of a duly authorized issue of Bonds of the
Issuer, designated as its PSNH Funding LLC 2 Rate Reduction Bonds, Series 2002-1
(herein called the "Bonds"), issuable in one or more Classes, and further
designated as a Class A-1 Bond (collectively with all other Class A-1 Bonds of
this issue, the "Class A-1 Bonds"), all issued under a Indenture dated as of
January ___, 2002 (together with all amendments and supplements thereto, the
"Indenture"), between the Issuer and The Bank of New York, as Trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the
Issuer, the Trustee and the Holders of the Bonds. All terms used in this Class
A-1 Bond that are defined in the Indenture shall have the meanings assigned to
them in the Indenture. This Class A-1 Bond does not purport to summarize the
Indenture and reference is made to the Indenture for information with respect to
the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby. A copy of the Indenture may be examined during normal business hours at
the principal office of the Trustee, and at such other places, if any,
designated by the Trustee, by any Holder upon request.

         The Class A-1 Bonds and the other Classes of Bonds issued by the Issuer
are and will be equally and ratably secured by the collateral pledged as
security therefor, as provided in the Indenture.

         The principal of this Class A-1 Bond shall be payable on each Payment
Date only to the extent that amounts in the Collection Account are available
therefor, and only until the outstanding principal balance thereof on such
Payment Date (after giving effect to all payments of principal, if any, made on
such Payment Date) has been reduced to the principal balance specified in the
Expected Amortization Schedule which is attached to the Indenture as Schedule 1,
unless payable earlier either because (x) an Event of Default, other than an
Event of Default pursuant to Section 5.01(g) of the Indenture, shall have
occurred and be continuing, and the Trustee has declared the Bonds to be
immediately due and payable in accordance with Section 5.02 of the Indenture,
(y) the Issuer, at its option, shall have called for the redemption of the Bonds
pursuant to Section 10.01 of the Indenture or (z) the Issuer shall have called
for the redemption of the Bonds pursuant to Section 10.04 of the Indenture if
the Seller is required to repurchase the RRB Property pursuant to Section
5.01(b) of the Sale Agreement. However, actual principal payments may be made in
lesser than expected amounts and at later than expected times as determined
pursuant to Section 8.02 of the Indenture. The entire unpaid principal amount of
this Class A-1 Bond shall be due and payable on the earlier of the Final
Maturity Date hereof, the Optional Redemption Date, if any, and the Mandatory
Redemption Date, if any, herefor. Notwithstanding the foregoing, the entire
unpaid principal amount of the Bonds shall be due and payable, if not then
previously paid, on the date on which an Event of Default shall have occurred
and be continuing and the Trustee has declared the Bonds to be immediately due
and payable in the manner provided in Section 5.02 of the Indenture. All
principal payments on the Class A-1 Bonds shall be made pro rata to the Class
A-1 Bondholders entitled thereto based on the respective principal amounts of
the Class A-1 Bonds held by them.

                                      -A-6-

<PAGE>

     Payments of interest on this Class A-1 Bond due and payable on each Payment
Date, together with the installment of principal shall be made by check mailed
first-class, postage prepaid, to the Person whose name appears as the Registered
Holder of this Class A-1 Bond (or one or more Predecessor Bonds) on the Register
as of the close of business on the Record Date, or, upon written application of
the Registered Holder if this Class A-1 Bond is in the original principal amount
of $1,000,000 or more to the Trustee made at any time not later than the Record
Date or continuing in effect from a prior request, by wire transfer in
immediately available funds to the account of the Registered Holder at such bank
located in New York, New York having wire transfer capability as may be
designated by the Registered Holder, except that with respect to Bonds
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee, and except for the final installment of principal payable with respect
to this Class A-1 Bond on a Payment Date which shall be payable as provided
below. Such checks shall be mailed to the Person entitled thereto at the address
of such Person as it appears on the Register as of the applicable Record Date
without requiring that this Class A-1 Bond be submitted for notation of payment.
Any reduction in the principal amount of this Class A-1 Bond (or any one or more
Predecessor Bonds) effected by any payments made on any Payment Date shall be
binding upon all future Holders of this Class A-1 Bond and of any Bond issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Class A-1 Bond on a Payment Date, then the Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed no later than five days prior to such final Payment Date and shall
specify that such final installment will be payable only upon presentation and
surrender of this Class A-1 Bond at the office of the Paying Agent or the office
or agency maintained for that purpose by the Trustee in the City of New York.

     The Issuer shall pay interest on overdue installments of interest at the
Bond Interest Rate to the extent lawful.

     As provided in the Indenture, the Class A-1 Bonds may be redeemed, in whole
but not in part, at the option of the Issuer on any Payment Date at the Optional
Redemption Price if, after giving effect to payments that would otherwise be
made on such Payment Date, the Outstanding Amount of the Bonds has been reduced
to less than five percent of the initial principal balance thereof. In addition,
as provided in the Indenture, if the Seller is required to repurchase the RRB
Property pursuant to Section 5.01(b) of the Sale Agreement, the Issuer will be
required to redeem all outstanding Bonds, including the Class A-1 Bonds, on or
before the fifth Business Day following the Repurchase Date (as defined in the
Sale Agreement).

     As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class A-1 Bond may be registered on the Register
upon surrender of this Class A-1 Bond for registration of transfer at the office
or agency designated by the Issuer pursuant to the Indenture, duly endorsed by,
or accompanied by (a) a written

                                      -A-7-

<PAGE>

instrument of transfer in form satisfactory to the Trustee and the Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, with such signature guaranteed by an institution which is a member of
one of the following recognized Signature Guaranty Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee, and (b) such
other documents as the Trustee may require, and thereupon one or more new Class
A-1 Bonds of Minimum Denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Class A-1
Bond, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange, other than exchanges pursuant to Section
2.04 of the Indenture not involving any transfer.

     Each Bondholder , by acceptance of a Bond, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer or the Trustee on the Bonds or under the Indenture or any
certificate or other writing delivered in connection therewith, against (i) the
Trustee in its individual capacity, (ii) any owner of a membership interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Trustee in its individual capacity, any holder of a membership
interest in the Issuer or the Trustee or of any successor or assign of the
Trustee in its individual capacity, except as any such Person may have expressly
agreed (it being understood that the Trustee has no such obligations in its
individual capacity).

     Prior to the due presentment for registration of transfer of this Class A-1
Bond, the Issuer, the Trustee, the Registrar, the Paying Agent and any other
agent of the Issuer, the Trustee or the Registrar may treat the Person in whose
name this Class A-1 Bond is registered (as of the day of determination) as the
owner hereof for the purpose of receiving payments of principal of and interest
on this Class A-1 Bond and for all other purposes whatsoever, whether or not
this Class A-1 Bond be overdue, and neither the Issuer, the Trustee, the
Registrar, the Paying Agent nor any such other agent shall be affected by notice
to the contrary.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer with the consent of the Holders of Bonds representing a
majority of the Outstanding Amount of all Bonds at the time Outstanding of each
Class to be affected. The Indenture also contains provisions permitting the
Holders of Bonds representing specified percentages of the Outstanding Amount of
the Bonds, on behalf of the Holders of all the Bonds, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Class A-1 Bond (or any one of more Predecessor Bonds) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A-1 Bond and of any Bond issued upon the registration of transfer hereof
or in exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon

                                     -A-8-

<PAGE>

this Class A-1 Bond. The Indenture also permits the Trustee to amend or waive
certain terms and conditions set forth in the Indenture without the consent of
Holders of the Bonds issued thereunder.

     The term "Issuer" as used in this Class A-1 Bond includes any successor to
the Issuer under the Indenture.

     The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Trustee and the Holders of
Bonds under the Indenture.

     The Class A-1 Bonds are issuable only in registered form without coupons in
Minimum Denominations of $1,000 original principal amount and integral multiples
thereof as provided in the Indenture, subject to certain limitations therein set
forth.

     The Holder, by purchase of this Class A-1 Bond, will be deemed to represent
that such purchase will not result in a non-exempt prohibited transaction under
the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income
Security Act of 1974, as amended, and, in each case, the rules and regulations
thereunder.

     The Holder, by purchase of this Class A-1 Bond, will be deemed to agree to
treat this Bond as debt of the Issuer secured by, among other things, the RRB
Property and other related collateral, for all purposes.

     THIS CLASS A-1 BOND AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW HAMPSHIRE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

     No reference herein to the Indenture and no provision of this Class A-1
Bond or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Class A-1 Bond at the times, place, and rate, and in the coin or currency
herein prescribed.

     The Holder of this Class A-1 Bond by the acceptance hereof agrees that,
notwithstanding any provision of the Indenture to the contrary, the Holder shall
have no recourse against the Issuer, but shall look only to the Collateral, with
respect to any amounts due to the Holder under this Class A-1 Bond.

                                     -A-9-

<PAGE>

                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:
_________________

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

________________________________________________________________________________

________________________________________________________________________________


                         (name and address of assignee)


the within Class A-1 Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints __________________, attorney, to transfer said Class
A-1 Bond on the books kept for registration thereof, with full power of
substitution in the premises.

Dated: _________________________               _________________________________
                                               Signature Guaranteed:



________________________________               _________________________________



__________________________

*                   NOTE: The signature to this assignment must correspond with
                    the name of the registered owner as it appears on the face
                    of the within Class A-1 Bond in every particular, without
                    alteration, enlargement or any change whatsoever

                                     -A-10-