<PAGE>

                                                                    Exhibit 4.2a

                                                                  Execution Copy

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



                         Pass Through Trust Agreement

                            Dated as of May 1, 2001

                                     among

                            Dynegy Roseton, L.L.C.,

                          Dynegy Danskammer, L.L.C.,

                                      and

                           The Chase Manhattan Bank,
                  not in its individual capacity, but solely
                            as Pass Through Trustee

              Roseton-Danskammer 2001-Series A Pass Through Trust

                   7.27% Pass Through Certificates, Series A

                             Roseton Units 1 and 2

                                      and

                           Danskammer Units 3 and 4



================================================================================
<PAGE>

                RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
            ACT OF 1939 AND PASS THROUGH TRUST AGREEMENT PROVISIONS*


<TABLE>
<CAPTION>
Trust Indenture                                                                   Pass Through Trust
  Act Section                                                                      Agreement Section
  -----------                                                                      -----------------
<S>                                                                               <C>
  310(a)(1)                      ............................                           7.8
     (a)(2)                      ............................                          7.8
     (a)(5)                      ............................                          7.8
     (b)                         ............................                          7.9

  312                            ............................                           8.1, 8.2

  313                            ............................                           8.4

  314(a)                         ............................                           5, 8.3
     (c)                         ............................                           1.2
     (e)                         ............................                           1.2

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

  316(a)(1)                      ............................                           6.4
  316(a)(1)                      ............................                           6.5
  316(b)                         ............................                           6.7
  317(a)                         ............................                           6.3
  317(b)                         ............................                           7.13
  318(a)                         ............................                           1.5
n
</TABLE>

___________________________________

*    This reconciliation and tie shall not, for any purpose, be deemed to be
part of the within agreement.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page
<S>                                                                                                                 <C>
SECTION 1.         DEFINITIONS....................................................................................   2
     Section 1.1.      Definitions................................................................................   2
     Section 1.2.      Compliance Certificates and Opinions.......................................................  10
     Section 1.3.      Form of Documents Delivered to Pass Through Trustee........................................  10
     Section 1.4.      Acts of Holders............................................................................  11
     Section 1.5.      Conflict with Trust Indenture Act..........................................................  12

SECTION 2.         ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES.................................  12
     Section 2.1.      Issuance of Certificates; Acquisition of Lessor Notes......................................  12
     Section 2.2.      Acceptance by Pass Through Trustee.........................................................  13
     Section 2.3.      Limitation of Powers.......................................................................  13

SECTION 3.         THE CERTIFICATES...............................................................................  13
     Section 3.1.      Form, Denomination and Execution of Certificates...........................................  13
     Section 3.2.      Authentication of Certificates.............................................................  14
     Section 3.3.      Temporary Certificates.....................................................................  14
     Section 3.4.      Registration of Transfer and Exchange of Certificates......................................  15
     Section 3.5.      Mutilated, Destroyed, Lost or Stolen Certificates..........................................  17
     Section 3.6.      Persons Deemed Owners......................................................................  17
     Section 3.7.      Cancellation...............................................................................  17
     Section 3.8.      Limitation of Liability for Payments.......................................................  17
     Section 3.9.      Book-Entry and Definitive Certificates.....................................................  18
     Section 3.10.     Form of Certification......................................................................  21

SECTION 4.         DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS................................................  21
     Section 4.1.      Certificate Account and Special Payments Account...........................................  21
     Section 4.2.      Distributions from Certificate Account and Special Payments Account........................  22
     Section 4.3.      Statements to Certificateholders...........................................................  23
     Section 4.4.      Investment of Special Payment Moneys.......................................................  24

SECTION 5.         FINANCIAL STATEMENTS AND OTHER REPORTS.........................................................  24

SECTION 6.         DEFAULT........................................................................................  25
     Section 6.1.      Events of Default..........................................................................  25
     Section 6.2.      Incidents of Sale of Lessor Notes..........................................................  25
     Section 6.3.      Judicial Proceedings Instituted by Pass Through Trustee....................................  26
</TABLE>

                                      -i-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                    Page
<S>                                                                                                                 <C>
     Section 6.4.      Control by Certificateholders..............................................................  27
     Section 6.5.      Waiver of Defaults.........................................................................  27
     Section 6.6.      Undertaking to Pay Court Costs.............................................................  28
     Section 6.7.      Right of Certificateholders to Receive Payments Not to Be Impaired.........................  29
     Section 6.8.      Certificateholders May Not Bring Suit Except Under Certain Conditions......................  29
     Section 6.9.      Remedies Cumulative........................................................................  29

SECTION 7.         THE PASS THROUGH TRUSTEE.......................................................................  30
     Section 7.1.      Certain Duties and Responsibilities........................................................  30
     Section 7.2.      Notice of Defaults.........................................................................  31
     Section 7.3.      Certain Rights of Pass Through Trustee.....................................................  31
     Section 7.4.      Not Responsible for Recitals; Issuance of Certificates.....................................  32
     Section 7.5.      May Hold Certificates......................................................................  32
     Section 7.6.      Money Held in Pass Through Trust...........................................................  33
     Section 7.7.      Compensation, Reimbursement and Indemnification............................................  33
     Section 7.8.      Corporate Trustee Required; Eligibility....................................................  33
     Section 7.9.      Resignation and Removal: Appointment of Successor..........................................  34
     Section 7.10.     Acceptance of Appointment by Successor.....................................................  35
     Section 7.11.     Merger, Conversion, Consolidation or Succession to Business................................  36
     Section 7.12.     Maintenance of Agencies....................................................................  36
     Section 7.13.     Money for Certificate Payments to Be Held in Trust.........................................  37
     Section 7.14.     Registration of Lessor Notes in Pass Through Trustee's Name................................  38
     Section 7.15.     Withholding Taxes; Information Reporting...................................................  38

SECTION 8.         CERTIFICATEHOLDERS' LISTS AND REPORTS..........................................................  39
     Section 8.1.      The Companies to Furnish Pass Through Trustee with Names and
                       Addresses of Certificateholder.............................................................  39
     Section 8.2.      Preservation of Information................................................................  39
     Section 8.3.      Reports by the Companies...................................................................  39
     Section 8.4.      Reports by the Pass Through Trustee........................................................  39

SECTION 9.         SUPPLEMENTAL TRUST AGREEMENTS..................................................................  39
</TABLE>

                                     -ii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                    Page
<S>                                                                                                                 <C>
     Section 9.1.      Supplemental Trust Agreement Without Consent of Certificateholders.........................  39
     Section 9.2.      Supplemental Trust Agreements with Consent of Certificateholders...........................  41
     Section 9.3.      Documents Affecting Immunity or Indemnity..................................................  41
     Section 9.4.      Execution of Supplemental Trust Agreements.................................................  42
     Section 9.5.      Effect of Supplemental Trust Agreements....................................................  42
     Section 9.6.      Reference in Certificates to Supplemental Trust Agreements.................................  42
     Section 9.7.      Conformity with Trust Indenture Act........................................................  42

SECTION 10.         AMENDMENTS AND CONSENTS TO LEASE INDENTURES AND OTHER LESSOR NOTE DOCUMENTS...................  43
     Section 10.1.     Requiring Consent of the Certificateholders................................................  43
     Section 10.2.     Not Requiring Consent of the Certificateholder.............................................  43

SECTION 11.        TERMINATION OF PASS THROUGH TRUST..............................................................  43
     Section 11.1.     Termination of the Pass Through Trust......................................................  43
     Section 11.2.     Notice of Termination and Distributions....................................................  44

SECTION 12.        MISCELLANEOUS PROVISIONS.......................................................................  44
     Section 12.1.     Amendments and Waivers.....................................................................  44
     Section 12.2.     Limitation on Rights of Certificateholders.................................................  44
     Section 12.3.     Certificates Nonassessable and Fully Paid..................................................  45
     Section 12.4.     Notices....................................................................................  45
     Section 12.5.     Successors and Assigns.....................................................................  46
     Section 12.6.     Business Day...............................................................................  46
     Section 12.7.     Governing Law..............................................................................  46
     Section 12.8.     Severability...............................................................................  46
     Section 12.9.     Benefits of Pass Through Trust Agreement...................................................  47
     Section 12.10.    Counterparts...............................................................................  47
     Section 12.11.    Headings and Table of Contents.............................................................  47
     Section 12.12.    Further Assurances.........................................................................  47
     Section 12.13.    Effectiveness..............................................................................  47
     Section 12.14.    Statement of Intent........................................................................  47
     Section 12.15.    Registration Rights Agreement..............................................................  47
</TABLE>

                                     -iii-
<PAGE>

                         Pass Through Trust Agreement

          This PASS THROUGH TRUST AGREEMENT, dated as of May 1, 2001 (this "Pass
                                                                            ----
Through Trust Agreement" or "Agreement"), with respect to the formation of the
-----------------------      ---------
Roseton-Danskammer 2001-Series A Pass Through Trust (the "Pass Through Trust"),
                                                          ------------------
among DYNEGY ROSETON, L.L.C., a Delaware limited liability company ("Dynegy
                                                                     ------
Roseton"), DYNEGY DANSKAMMER, L.L.C., a Delaware limited liability company
-------
("Dynegy Danskammer", and together with Dynegy Roseton, the "Companies") and THE
-------------------                                          ---------
CHASE MANHATTAN BANK, a New York corporation, as Pass Through Trustee hereunder
(the "Pass Through Trustee").
      --------------------

                             W I T N E S S E T H :

          WHEREAS, Dynegy Roseton, the Pass Through Trustee, and certain other
parties named therein have entered into a Participation Agreement (the "Roseton
                                                                        -------
Participation Agreement"), pursuant to which Dynegy Roseton has agreed to (a)
-----------------------
sell Roseton Units 1 and 2 to the Roseton Owner Lessor, and (b) lease Roseton
Units 1 and 2 from the Roseton Owner Lessor;

          WHEREAS, Dynegy Danskammer, the Pass Through Trustee, and certain
other parties named therein have entered into a Participation Agreement (the
"Danskammer Participation Agreement"), pursuant to which Dynegy Danskammer has
 ----------------------------------
agreed to (a) sell Danskammer Units 3 and 4 to the Danskammer Owner Lessor, and
(b) lease Danskammer Units 3 and 4 from the Danskammer Owner Lessor;

          WHEREAS, Dynegy Roseton and Dynegy Danskammer will each consummate the
sale to and lease from the applicable Owner Lessors of the applicable Facility
on the Closing Date;

          WHEREAS, on the Closing Date, each Owner Lessor will enter into a
separate Lease Indenture in accordance with its respective Participation
Agreement, and issue, on a non-recourse basis, a Lessor Note ST and a Lessor
Note LT thereunder to finance a portion of the purchase price for its Facility;

          WHEREAS, pursuant to the terms and conditions of this Pass Through
Trust Agreement, the Pass Through Trust will purchase the two Lessor Notes (the
"Lessor Notes") issued by the Owner Lessors on the Closing Date and will hold
 ------------
such Lessor Notes in trust for the benefit of the Certificateholders;

          WHEREAS, the Pass Through Trustee, upon the execution and delivery of
this Pass Through Trust Agreement, will declare the creation of this Pass
Through Trust for the benefit of the Certificateholders, and the initial
Certificateholders as the grantors of the Pass Through Trust and by their
respective acceptances of the Certificates join in the creation of this Pass
Through Trust with the Pass Through Trustee; and

          WHEREAS, to facilitate the sale of the Lessor Notes to, and the
purchase of the Lessor Notes by, the Pass Through Trust, the Companies are
undertaking to perform certain
<PAGE>

administrative and ministerial duties hereunder and also are undertaking to pay
the fees and expenses of the Pass Through Trustee.

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

SECTION 1.  DEFINITIONS

     Section 1.1.   Definitions.

            (a)     Unless the context hereof otherwise requires, capitalized
terms used in this Pass Through Trust Agreement, including those in the
recitals, and not otherwise defined herein shall have the respective meanings
set forth in Appendix A to the applicable Participation Agreement. The general
provisions of Appendix A to each such Participation Agreement shall apply to the
terms used in this Pass Through Trust Agreement.

            (b)     As used in this Pass Through Trust Agreement, the following
terms shall have the respective meanings assigned thereto as follows:

                    "Act", when used with respect to any Holder, shall have the
                     ---
            meaning specified in Section 1.4(a).

                    "Authorized Agent" shall mean any Paying Agent or Registrar.
                     ----------------

                    "Book-Entry Certificate" shall mean a beneficial interest in
                     ----------------------
            the Certificates, ownership and transfers of which shall be made
            through book entries by a Clearing Agency as described in Section
            3.9.

                    "Clearstream" shall have the meaning specified in Section
                     -----------
            3.9(e).

                    "Certificate" shall mean any one of the certificates
                     -----------
            executed and authenticated by the Pass Through Trustee,
            substantially in the form of Exhibit A hereto.

                    "Certificate Account" shall mean that account or accounts
                     -------------------
            created and maintained pursuant to Section 4.1(a).

                    "Certificate Owner" shall mean, when used in Section 3.9,
                     -----------------
            the Person for whom a Clearing Agency Participant acts.

                    "Certificate Owner Request" shall mean a request to the Pass
                     -------------------------
            Through Trustee to receive the reports and other information
            required to be furnished to the Pass Through Trustee pursuant to the
            Operative Documents, which request certifies that the Person making
            the request is a Certificateholder or Certificate Owner. Any
            Certificateholder or Certificate Owner making a Certificate Owner
            Request may specify its election to receive such information from
            the Pass Through Trustee on an ongoing basis.

                                       2
<PAGE>

                    "Certificateholder" or "Holder" shall mean the Person in
                     -----------------------------
            whose name a Certificate is registered in the Register, except that,
            when used in Section 3.9, such term means the Certificate Owners.

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

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

                    "Commission" shall mean the Securities and Exchange
                     ----------
            Commission, as from time to time constituted, created under the
            Exchange Act.

                    "Company" shall mean Dynegy Danskammer and/or Dynegy
                     -------
            Roseton, as the context requires and/or, on or after any assumption
            of any Lessor Note by any Owner Participant in accordance with the
            terms hereof, such Owner Participant, as the context requires.

                    "Companies" shall have the meaning specified in the Preamble
                     ---------
            hereto.

                    "Consideration" shall have the meaning specified in Section
                     -------------
            2.1(a).

                    "Corporate Trust Office" shall mean, with respect to the
                     ----------------------
            Pass Through Trustee, any Lessor Manager and any Lease Indenture
            Trustee, the office of such Person in the city in which at any
            particular time its corporate trust business shall be administered.

                    "Danskammer Facility" shall mean Danskammer Units 3 and 4
                     -------------------
            and related facilities, as described on Exhibit B to the Danskammer
            Lease.

                    "Danskammer Lease" shall mean the Facility Lease Agreement
                     ----------------
            between the Danskammer Owner Lessor, as the lessor, and Dynegy
            Danskammer, as the lessee, entered into pursuant to the Danskammer
            Participation Agreement.

                    "Danskammer Lease Indenture" shall mean (i) the Indenture of
                     --------------------------
            Trust, Mortgage, Assignment of Leases and Rents and Security
            Agreement between the Danskammer Owner Lessor and the Danskammer
            Lease Indenture Trustee, entered into pursuant to the Danskammer
            Participation Agreement, and (ii) any Indenture of Trust, Mortgage,
            Assignment of Leases and Rents, and Security Agreement, or analogous
            document, between Dynegy Danskammer and the Danskammer Lease
            Indenture Trustee, or between the Danskammer Owner Participant and
            the Danskammer Lease Indenture Trustee, as the case may be, entered
            into in connection with the assumption by Dynegy Danskammer or the
            Danskammer Owner Participant, as the case may be, of the
            indebtedness evidenced by any Lessor Note.

                                       3
<PAGE>

                    "Danskammer Lease Transaction" shall mean the sale leaseback
                     ----------------------------
            transaction in respect of the Danskammer Facility between Dynegy
            Danskammer and the Danskammer Owner Lessor that is financed in part
            by the issuance of Lessor Notes to the Pass Through Trust, as
            contemplated by the Danskammer Participation Agreement and the
            agreements and instruments referred to therein.

                    "Danskammer Lessor Manager" shall mean a bank or trust
                     -------------------------
            company acting as manager of the Danskammer Owner Lessor, not in its
            individual capacity, but solely as manager of the Danskammer Owner
            Lessor pursuant to an operating agreement with the Danskammer Owner
            Participant, and any successor to such Danskammer Lessor Manager as
            such manager.

                    "Danskammer Owner Lessor" shall mean a limited liability
                     -----------------------
            company established in connection with the Danskammer Lease
            Transaction, pursuant to an operating agreement between the
            Danskammer Owner Participant and the Danskammer Lessor Manager, for
            the purpose of issuing Lessor Notes, purchasing the Danskammer
            Facility and entering into the Danskammer Lease, all as provided in
            the Danskammer Participation Agreement.

                    "Danskammer Owner Participant" shall mean the owner of the
                     ----------------------------
            Danskammer Owner Lessor, identified as an "Owner Participant" in the
            Danskammer Participation Agreement.

                    "Danskammer Participation Agreement" shall have the meaning
                     ----------------------------------
            specified in the preamble hereto.

                    "Danskammer Units 3 and 4" shall have the same meaning as
                     ------------------------
            the definition of "Units 3 and 4" specified in Appendix A of the
            Danskammer Participation Agreement.

                    "Default" shall mean any event that is, or after notice or
                     -------
            lapse of time or both would become, an Event of Default.

                    "Definitive Certificates" shall have the meaning specified
                     -----------------------
            in Section 3.9(a).

                    "Direction" shall have the meaning specified in Section
                     ---------
            1.4(c).

                    "Distribution Date" shall mean, with respect to
                     -----------------
            distributions of Scheduled Payments, each May 8 and November 8 until
            payment of all the Scheduled Payments to be made under the Lessor
            Notes have been made, commencing on November 8, 2001.

                    "DTC" shall mean The Depository Trust Company and any
                     ---
            successor that is a Clearing Agency.

                    "Euroclear" shall have the meaning specified in Section
                     ---------
            3.9(e).

                                       4
<PAGE>

                    "Event of Default" shall have the meaning specified in
                     ----------------
            Section 6.1(a).

                    "Exchange Act" shall mean the Securities Exchange Act of
                     ------------
            1934.

                    "Exchange Certificate" shall have the meaning specified in
                     --------------------
            Section 1.4(f).

                    "Facilities" shall mean a collective reference to the
                     ----------
            Roseton Facility and the Danskammer Facility.

                    "Fractional Undivided Interest" shall mean the fractional
                    -----------------------------
            undivided interest in the Pass Through Trust that is evidenced by a
            Certificate.

                    "Holder" shall have the meaning set forth in the definition
                     ------
            of "Certificateholder".

                    "Institutional Accredited Investor" shall mean an
                     ---------------------------------
            institutional "accredited investor", as such term is defined in Rule
            501(a)(1), (2), (3) or (7) under the Securities Act.

                    "Leases" shall mean a collective reference to the Danskammer
                     ------
            Lease and Roseton Lease.

                    "Lease Event of Default" shall mean any "Lease Event of
                     ----------------------
            Default" (as such term is defined in a Lease).

                    "Lease Indentures" shall mean a collective reference to the
                     ----------------
            Danskammer Lease Indenture and Roseton Lease Indenture.

                    "Lease Indenture Default" shall mean any event that is, or
                     -----------------------
            after notice or lapse of time or both would become, a Lease
            Indenture Event of Default.

                    "Lease Indenture Event of Default" shall mean any "Lease
                     --------------------------------
            Indenture Event of Default" (as such term is defined in the Lease
            Indenture).

                    "Lease Indenture Trustees" shall mean a collective reference
                     ------------------------
            to the Danskammer Lease Indenture Trustee and Roseton Lease
            Indenture Trustee.

                    "Lease Transactions" shall mean a collective reference to
                     ------------------
            the Danskammer Lease Transaction and Roseton Lease Transaction.

                    "Lessor Managers" shall mean a collective reference to the
                    ----------------
            Danskammer Lessor Manager and Roseton Lessor Manager.

                    "Lessor Notes" shall mean each of the Lessor Notes as
                     ------------
            specified in the preamble to this Agreement. The definition of
            "Lessor Notes" also shall include any note issued in substitution or
            replacement of Lessor Note.

                                       5
<PAGE>

                    "Lessor Note Documents" shall mean, with respect to any
                     ---------------------
            Lessor Note, the applicable Lease Indenture, Participation Agreement
            and Lease entered into pursuant to such Participation Agreement.

                    "Letter of Representations" shall mean the agreement among
                     -------------------------
            the Companies, the Pass Through Trustee, and the initial Clearing
            Agency.

                    "Opinion of Counsel" shall mean an opinion in writing signed
                     ------------------
            by legal counsel, who may be counsel designated by the Companies or
            any Owner Lessor, whether or not such counsel is an employee of any
            of them, and who shall be acceptable to the Pass Through Trustee in
            its reasonable discretion.

                    "Outstanding" shall mean, when used with respect to
                     -----------
            Certificates, as of the date of determination, and subject to
            Section 1.4(c), all Certificates theretofore authenticated and
            delivered under this Pass Through Trust Agreement, except:

                    (i)    Certificates theretofore canceled by the Registrar or
            delivered to the Pass Through Trustee or the Registrar for
            cancellation;

                    (ii)   Certificates for which money in the full amount
            thereof has been theretofore deposited with the Pass Through Trustee
            or any Paying Agent in trust for the holders of such Certificates as
            provided in Section 4.1 pending distribution of such money to the
            Certificateholders pursuant to the final distribution payment to be
            made pursuant to Section 11; and

                    (iii)  Certificates in exchange for or in lieu of which
            other Certificates have been authenticated and delivered pursuant to
            this Pass Through Trust Agreement.

                    "Owner Lessor" shall mean a collective reference to the
                     ------------
            Danskammer Owner Lessor and Roseton Owner Lessor.

                    "Owner Participant" shall mean a collective reference to the
                     -----------------
            Danskammer Owner Participant and Roseton Owner Participant.

                    "Participation Agreements" shall mean a collective reference
                     ------------------------
            to the Danskammer Participation Agreement and the Roseton
            Participation Agreement.

                    "Pass Through Trust" shall have the meaning specified in the
                     ------------------
            preamble to this Agreement.

                    "Pass Through Trustee" shall mean the institution executing
                     --------------------
            this Pass Through Trust Agreement as Pass Through Trustee.

                    "Paying Agent" shall mean the paying agent maintained and
                     ------------
            appointed pursuant to Section 7.12.

                                       6
<PAGE>

                    "Permanent Regulation S Global Certificate" shall have the
                     -----------------------------------------
            meaning specified in Section 3.9(e).

                    "Permitted Government Investment" shall mean the obligations
                     -------------------------------
            of the United States of America for the payment of which the full
            faith and credit of the United States of America is pledged,
            maturing in not more than 60 days or such lesser time as is
            necessary for payment of any Special Payments on a Special
            Distribution Date.

                    "Record Date" shall mean (i) for Scheduled Payments to be
                     -----------
            distributed on any Distribution Date, other than the final
            distribution, the day (whether or not a Business Day) which is
            fifteen days preceding such Distribution Date, and (ii) for Special
            Payments to be distributed on any Special Distribution Date, other
            than the final distribution, the day (whether or not a Business Day)
            which is fifteen days preceding such Special Distribution Date.

                    "Register" and "Registrar" shall mean the register
                     --------       ---------
            maintained and the registrar appointed pursuant to Sections 3.4 and
            7.12.

                    "Registration Rights Agreement" shall mean the Registration
                     -----------------------------
            Rights Agreement, to be entered into as of the Closing Date, among
            the Initial Purchasers, the Companies and the Lessee Guarantor.

                    "Regulation S Global Certificate" shall have the meaning
                     -------------------------------
            specified in Section 3.9(e).

                    "Request" shall mean a request by either of the Companies,
                     -------
            any applicable Owner Lessor, or any Lease Indenture Trustee setting
            forth the subject matter of the request accompanied by an Officer's
            Certificate and an Opinion of Counsel as provided in Section 1.2.

                    "Responsible Officer" shall mean, when used with respect to
                     -------------------
            any Person, any officer having responsibility for the administration
            of the Operative Documents, including the chairman or vice-chairman
            of the board of directors or trustees, the chairman or vice-chairman
            of the executive or standing committee of the board of directors or
            trustees, the president, the chairman of the committee on trust
            matters, any vice-president, any second vice-president, the
            secretary, any assistant secretary, the treasurer, any assistant
            treasurer, any trust officer or assistant trust officer, any other
            officer of such Person customarily performing functions similar to
            those performed by any of the above designated officers and also,
            with respect to a particular matter, any other officer of such
            Person to whom such matter is referred because of such officer's
            knowledge of and familiarity with the particular subject.

                    "Restricted Certificate" shall have the meaning specified in
                     ----------------------
            Section 3.1.

                    "Restricted Global Certificate" shall have the meaning
                     -----------------------------
            specified in Section 3.9(f).

                                       7
<PAGE>

                    "Roseton Facility" shall mean Roseton Units 1 and 2 and
                     ----------------
            related facilities, as described on Exhibit B to the Roseton Lease.

                    "Roseton Lease" shall mean the Facility Lease Agreement
                     -------------
            between the Roseton Owner Lessor, as the lessor, and Dynegy Roseton,
            as the lessee, entered into pursuant to the Roseton Participation
            Agreement.

                    "Roseton Lease Indenture" shall mean (i) the Indenture of
                     -----------------------
            Trust, Mortgage, Assignment of Leases and Rents and Security
            Agreement between the Roseton Owner Lessor and the Roseton Lease
            Indenture Trustee, entered into pursuant to the Roseton
            Participation Agreement, and (ii) any Indenture of Trust, Mortgage,
            Assignment of Leases and Rents, and Security Agreement, or analogous
            document, between Dynegy Roseton and the Roseton Lease Indenture
            Trustee or between the Roseton Owner Participant (or an Affiliate)
            and the Roseton Lease Indenture Trustee, as the case may be, entered
            into in connection with the assumption by Dynegy Roseton or the
            Roseton Owner Participant (or an Affiliate), as the case may be of
            the indebtedness evidenced by any Lessor Note.

                    "Roseton Lease Transaction" shall mean a sale leaseback
                     -------------------------
            transaction in respect of the Roseton Facility between Dynegy
            Roseton and the Roseton Owner Lessor that is financed in part by the
            issuance of Lessor Notes to the Pass Through Trust, as contemplated
            by the Roseton Participation Agreement and the agreements and
            instruments referred to therein.

                    "Roseton Lessor Manager" shall mean a bank or trust company
                     ----------------------
            acting as manager of the Roseton Owner Lessor, not in its individual
            capacity, but solely as manager of the Roseton Owner Lessor pursuant
            to an operating agreement with the Roseton Owner Participant.

                    "Roseton Owner Lessor" shall mean a limited liability
                     --------------------
            company established in connection with the Roseton Lease
            Transaction, pursuant to an operating agreement between the Roseton
            Owner Participant and the Roseton Lessor Manager, for the purpose of
            issuing Lessor Notes, purchasing the Roseton Facility and entering
            into the Roseton Lease, all as provided in the Roseton Participation
            Agreement.

                    "Roseton Owner Participant" shall mean the owner of the
                     -------------------------
            Roseton Owner Lessor, identified as an "Owner Participant" in the
            Roseton Participation Agreement.

                    "Roseton Participation Agreement" shall have the meaning
                    -------------------------------
            specified in the preamble hereto.

                    "Roseton Units 1 and 2" shall have the same meaning as the
                     ---------------------
            definition of "Units 1 and 2" specified in Appendix A of the Roseton
            Participation Agreement.

                    "Scheduled Payment" shall mean, with respect to a
                     -----------------
            Distribution Date, any payment (other than a Special Payment) of
            principal and interest on a Lessor

                                       8
<PAGE>

            Note, due from an Owner Lessor, which payment represents the payment
            of a regularly scheduled installment of principal then due on such
            Lessor Note, or the payment of regularly scheduled interest accrued
            on such Lessor Note.

                    "Securities Act" shall mean the Securities Act of 1933.
                     --------------

                    "Special Distribution Date" shall mean (i) with respect to
                     -------------------------
            the prepayment of any Lessor Note, the day on which such prepayment
            is scheduled to occur pursuant to the terms of the relevant Lease
            Indenture, and (ii) with respect to any Special Payment relating to
            a Lessor Note other than as described in clause (i) of the
            definition of Special Payment, the earliest second day of a month
            for which it is practicable for the Pass Through Trustee to give
            notice pursuant to Section 4.2(c).

                    "Special Payment" shall mean (i) any payment of principal,
                     ---------------
            premium, if any, and interest on a Lessor Note resulting from the
            prepayment or redemption of such Lessor Note pursuant to the
            applicable provisions of the relevant Lease Indenture, (ii) any
            payment of principal and interest (including any interest accruing
            upon default) on, or any other amount in respect of, such Lessor
            Note upon a Lease Indenture Event of Default in respect thereof or
            upon the exercise of remedies under the Lease Indenture relating to
            such Lessor Note, (iii) any Special Payment referred to in clause
            (i) of this definition or any Scheduled Payment which is not in fact
            paid within five days of the Special Distribution Date or
            Distribution Date applicable thereto, or (iv) any proceeds from the
            sale of any Lessor Note by the Pass Through Trustee pursuant to
            Section 6 hereof.

                    "Special Payments Account" shall mean the account or
                     ------------------------
            accounts created and maintained pursuant to Section 4.1(b).

                    "Temporary Regulation S Global Certificate" shall have the
                     -----------------------------------------
            meaning specified in Section 3.9(e).

                    "Transfer Date" shall mean the closing date of the private
                     -------------
            placement of the Certificates.

                    "Trust Indenture Act" shall mean the Trust Indenture Act of
                     -------------------
            1939, as amended and as in force on the date on which this Pass
            Through Trust Agreement was executed and delivered, except as
            provided in Section 9.7; provided, however, that in the event the
            Trust Indenture Act of 1939 is amended after such date, "Trust
            Indenture Act" shall mean, to the extent required by any such
            amendment, the Trust Indenture Act of 1939 as so amended.

                    "Trust Property" shall mean the Lessor Notes held as the
                     --------------
            property of the Pass Through Trust created hereby and all monies at
            any time paid thereon and all monies due and to become due
            thereunder, funds from time to time deposited in the Certificate
            Account and the Special Payments Account and any proceeds from the
            sale by the Pass Through Trustee pursuant to Section 6 hereof of any
            Lessor Note.

                                       9
<PAGE>

     Section 1.2.   Compliance Certificates and Opinions.

             (a)    Upon any application or request by either of the Companies,
any Owner Lessor or any Lease Indenture Trustee to the Pass Through Trustee to
take any action under any provision of this Pass Through Trust Agreement, such
Company, such Owner Lessor or such Lease Indenture Trustee, as the case may be,
shall furnish to the Pass Through Trustee an Officer's Certificate stating that,
in the opinion of the signers, all conditions precedent, if any, provided for in
this Pass Through Trust Agreement relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Pass Through
Trust Agreement relating to such particular application or request, no
additional certificate or opinion need be furnished.

             (b)    Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Pass Through Trust Agreement shall
include:

                    (i)    a statement that each individual signing such
             certificate or opinion has 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
             individual, such individual has made such examination or
             investigation as is necessary to enable such individual 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 individual, such condition or covenant has been complied with.

     Section 1.3.   Form of Documents Delivered to Pass Through 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 Opinion of Counsel stated to be based on the opinion of
other counsel shall be accompanied by a copy of such other opinion.

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

                                      10
<PAGE>

     Section 1.4.   Acts of Holders.

             (a)    Any request, demand, authorization, direction, consent,
waiver or other action provided by this Pass Through Trust Agreement to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
or 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 Pass Through Trustee and, where it is hereby expressly
required, to any Company, any Owner Lessor or any Lease Indenture Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
                                                  ---
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Pass Through Trust Agreement and (subject to Section 7.1) conclusive in favor of
the Pass Through Trustee, any Company, any Owner Lessor and any Lease Indenture
Trustee, if made in the manner provided in this Section.

             (b)    The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner that the Pass
Through Trustee deems sufficient.

             (c)    In determining whether the Holders of the requisite
Fractional Undivided Interests of Certificates Outstanding have given any
request, demand, authorization, direction, consent or waiver (a "Direction"),
                                                                 ---------
under this Pass Through Trust Agreement, Certificates owned by the Companies,
any Owner Lessor, any Owner Participant or any Affiliate of any such Person
shall be disregarded and deemed not to be Outstanding under this Pass Through
Trust Agreement for purposes of any such determination. In determining whether
the Pass Through Trustee shall be protected in relying upon any such Direction,
only Certificates that the Pass Through Trustee knows to be so owned shall be so
disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of
the Certificates Outstanding, such Certificates shall not be so disregarded as
aforesaid, and (ii) if any amount of Certificates so owned by any such Person
have been pledged in good faith, such Certificates shall not be disregarded as
aforesaid if the pledgee establishes to the satisfaction of the Pass Through
Trustee the pledgee's right so to act with respect to such Certificates and that
the pledgee is not one of the Companies, an Owner Lessor, an Owner Participant
or an Affiliate of any such Person.

             (d)    Any Act by the Holder of any Certificate shall bind every
future Holder of such Certificate and the Holder of every Certificate issued
upon the transfer thereof or in exchange therefor or in lieu thereof, whether or
not notation of such Act is made upon such Certificate.

             (e)    Except as otherwise provided in Section 1.4(c), Certificates
owned by or pledged to any Person shall have an equal and proportionate benefit
under the provisions of this Pass Through Trust Agreement, without preference,
priority or distinction as among all of the Certificates.

             (f)    Notwithstanding anything herein to the contrary, the
Certificates and any Certificates that are Exchange Certificates (as defined in
the Registration Rights Agreement) will

                                      11
<PAGE>

vote and consent together on all matters as one class and will not have the
right to vote or consent as a separate class on any matter.

     Section 1.5.   Conflict with Trust Indenture Act.  If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required or deemed under such Act to be a part of and govern this Pass
Through Trust Agreement, such required or deemed provision shall, so long as the
Certificates shall be subject to the Trust Indenture Act, control.  If any
provision of this Pass Through Trust Agreement modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

SECTION 2.  ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES

     Section 2.1.   Issuance of Certificates; Acquisition of Lessor Notes.

             (a)    The Pass Through Trustee, at or promptly following the
execution and delivery of this Pass Through Trust Agreement, also shall execute
and deliver each of the Participation Agreements, in the form delivered to the
Pass Through Trustee on or prior to the date of the execution and delivery
hereof. Upon delivery of an authentication order by the applicable Company and
the satisfaction of the closing conditions with respect to the Lessor Notes in
Section 4 of the Participation Agreements, the Pass Through Trustee shall
execute, deliver and authenticate, on behalf of the Pass Through Trust,
Certificates equaling in the aggregate the total principal amount of the Lessor
Notes deposited into the Pass Through Trust on the Transfer Date. The
Certificates so executed, delivered and authenticated on the Transfer Date shall
evidence the entire ownership of the Pass Through Trust. The Pass Through Trust
shall issue such Certificates on the Transfer Date, in authorized denominations
and in such Fractional Undivided Interests, so as to result in the receipt of
consideration (the "Consideration") in an amount equal to the aggregate
                    -------------
principal amount of such Lessor Notes referred to in the second preceding
sentence. The Pass Through Trust shall purchase the Lessor Notes on the Transfer
Date at an aggregate purchase price equal to the amount of the Consideration so
received. Except as provided in Sections 3.4 and 3.5 hereof, the Pass Through
Trustee shall not execute or deliver Certificates in excess of the aggregate
amount specified in this paragraph.

             (b)    Assumption of Lessor Notes. If a Company or an Owner
Participant (or an Affiliate), as the case may be, shall assume the obligations
of an Owner Lessor under any Lessor Note pursuant to any Lease Indenture, the
Pass Through Trustee shall, upon its receipt of written instructions from such
Company, surrender the Lessor Notes issued pursuant to such Lease Indenture to
the Lease Indenture Trustee in exchange for new Lessor Notes of the same
aggregate outstanding principal amount as the Lessor Notes so surrendered,
bearing interest at the same rate, and having the same maturity and amortization
schedule, and otherwise of similar tenor, issued under such Lease Indenture and
any new Lease Indenture entered into by such Company or such Owner Participant
(or such Affiliate), as the case may be, and the Lease Indenture Trustee in
connection with such assumption, and thereafter each reference to such Lessor
Notes in this Pass Through Trust Agreement shall be deemed to include a
reference to such new Lessor Notes.

                                      12
<PAGE>

             (c)    Authentication. Any authentication order delivered by a
Company hereunder shall be signed by one of its authorized signatories and shall
specify the amount and maturity of the Certificates to be authenticated and the
date on which the original issue of Certificates is to be authenticated. The
Pass Through Trustee may appoint an authenticating agent to authenticate the
Certificates. Unless limited by the terms of such appointment, an authenticating
agent may authenticate the Certificates whenever the Pass Through Trustee may do
so. Each reference in this Pass Through Trust Agreement to authentication by the
Pass Through Trustee includes authentication by such agent. An authenticating
agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.

     Section 2.2.   Acceptance by Pass Through Trustee. The Pass Through
Trustee, upon the execution and delivery of this Pass Through Trust Agreement,
acknowledges on behalf of the Pass Through Trust its acceptance of all right,
title, and interest in and to the Lessor Notes acquired pursuant to Section 2.1
hereof and declares that the Pass Through Trustee holds and will hold such
right, title, and interest, together with all other property constituting the
Trust Property, for the benefit of all present and future Certificateholders,
upon the trusts herein set forth. By its payment for and acceptance of each
Certificate issued to it hereunder, each initial Certificateholder as grantor of
the Pass Through Trust thereby joins in the creation and declaration of the Pass
Through Trust. The Pass Through Trustee shall be under no duty or obligation to
inspect, review or examine the Lessor Notes to determine that they are genuine,
valid, binding, enforceable or appropriate for the represented purpose or that
they are other than what they purport to be on their face.

     Section 2.3.   Limitation of Powers. The Pass Through Trust is constituted
solely for the purpose of making the investment in the Lessor Notes, and, except
as set forth herein, the Pass Through Trustee is not authorized or empowered to
acquire any other investments or engage in any other activities and, in
particular, the Pass Through Trustee is not authorized or empowered to do
anything that would cause the Pass Through Trust to fail to qualify as a pass
through entity for federal income tax purposes (including, as subject to this
restriction, acquiring any Facility or any portion thereof by bidding the Lessor
Notes or otherwise, or taking any action with respect to any Facility or any
portion thereof once acquired).

SECTION 3.  THE CERTIFICATES

     Section 3.1.   Form, Denomination and Execution of Certificates. The
Certificates shall be issued in registered form without coupons and shall be
substantially in the form attached hereto as Exhibit A, with such omissions,
substitutions, variations and insertions as are permitted by this Pass Through
Trust Agreement, and may have such letters, numbers or other marks of
identification and such legends or endorsements printed, lithographed or
engraved thereon, as may be required to comply with the rules of any securities
exchange on which such Certificates may be listed or to conform to any usage in
respect thereof, or as may, consistently herewith, be prescribed by the Pass
Through Trustee or by the officer executing such Certificates, such
determination by said officer to be evidenced by said officer's signing the
Certificates.

            Except as provided in Section 3.9, definitive Certificates shall be
printed, lithographed or engraved or produced by any combination of these
methods or may be produced in any other manner permitted by the rules of any
securities exchange on which the Certificates

                                      13
<PAGE>

may be listed, all as determined by the officer executing such Certificates, as
evidenced by said officer's execution of such Certificates.

            During the period beginning on the Closing Date and ending on the
date two years from the Closing Date, all Certificates issued on the Closing
Date, and all Certificates issued upon registration of transfer of, or in
exchange for, such Certificates, shall be "Restricted Certificates" and shall be
                                           -----------------------
subject to the restrictions on transfer provided in the legend set forth on the
face of the form of certificate in Exhibit A; provided, however, that the term
"Restricted Certificates" shall not include Certificates as to which such
restrictions on transfer have been terminated in accordance with Section 3.4.
All Restricted Certificates shall bear the legend set forth on the face of the
Certificate in Exhibit A. Certificates that are not Restricted Certificates
shall not bear such legend.

            The Certificates shall be issued in minimum denominations of
$100,000 or integral multiples of $1,000 in excess thereof.

            The Certificates shall be executed on behalf of the Pass Through
Trust by manual or facsimile signature of a Responsible Officer of the Pass
Through Trustee. Certificates bearing the manual or facsimile signature of an
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Pass Through Trustee shall be valid and binding
obligations of the Pass Through Trust, notwithstanding that such individual has
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such office at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Pass Through Trust
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form set forth in Exhibit B
hereto executed by the Pass Through Trustee by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

     Section 3.2.   Authentication of Certificates. Upon delivery of an
authentication order by a Company, the Pass Through Trustee shall cause to be
delivered Certificates duly authenticated by the Pass Through Trustee, in
authorized denominations equaling in the aggregate the aggregate principal
amount set forth in the authentication orders evidencing the entire ownership of
the Pass Through Trust.

     Section 3.3.   Temporary Certificates. Pending the preparation of
definitive Certificates, the Pass Through Trustee may execute, authenticate and
deliver temporary Certificates which are printed, lithographed, typewritten, or
otherwise produced, in any denomination, containing substantially the same terms
and provisions as set forth in Exhibit A, except for such appropriate
insertions, omissions, substitutions and other variations relating to their
temporary nature as the officer executing such temporary Certificates may
determine, as evidenced by such officer's execution of such temporary
Certificates.

            If temporary Certificates are issued, the Companies will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon

                                      14
<PAGE>

surrender of the temporary Certificates at the Corporate Trust Office of the
Pass Through Trustee, or at the office or agency of the Pass Through Trustee
maintained in accordance with Section 7.12, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Certificates, the Pass
Through Trustee shall execute, authenticate and deliver in exchange therefor
definitive Certificates of authorized denominations of a like aggregate
Fractional Undivided Interest. Until so exchanged, such temporary Certificates
shall in all respects be entitled to the same benefits under this Pass Through
Trust Agreement as definitive Certificates.

     Section 3.4.   Registration of Transfer and Exchange of Certificates.

             (a)    The Pass Through Trustee shall cause to be kept, at the
office or agency to be maintained by it in accordance with the provisions of
Section 7.12, a register (the "Register") in which, subject to the provisions of
                               --------
this Section 3.4 and the Certificates, the Pass Through Trustee shall provide
for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Pass Through Trustee shall initially be the
registrar (the "Registrar") for the purpose of registering Certificates and
                ---------
transfers and exchanges of Certificates as herein provided.

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

            Whenever any Restricted Certificate is proposed to be transferred by
a Holder to an Institutional Accredited Investor, the Pass Through Trustee shall
have received from such Institutional Accredited Investor, prior to such
transfer, (i) a duly executed exchange and transfer certificate substantially in
the form of Exhibit C and (ii) a signed letter substantially in the form of
Exhibit D relating to certain representations and agreements regarding
restrictions on transfer of such Restricted Certificate. In addition, if
requested by the Pass Through Trustees, the Institutional Accredited Investor
must, prior to such transfer, furnish to the Registrar an Opinion of Counsel to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

                                      15
<PAGE>

            The restrictions imposed by this Section 3.4 and Section 3.1 upon
the transferability of any particular Restricted Certificate shall cease and
terminate if and when such Restricted Certificate has been (i) sold pursuant to
an effective registration statement under the Securities Act, (ii) exchanged for
Exchange Certificates that are freely tradable under the Securities Act, or
(iii) transferred pursuant to Rule 144 under the Securities Act, unless the
Holder thereof is an affiliate of a Company within the meaning of Rule 144. Any
Restricted Certificate as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon
surrender of such Restricted Certificate for exchange to the Pass Through
Trustee or any Registrar in accordance with the provisions of this Section 3.4
(accompanied, in the event that such restrictions on transfer have terminated by
reason of a transfer pursuant to Rule 144, by an Opinion of Counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to each Company, addressed to each Company and the Pass
Through Trustee and in form acceptable to each Company, to the effect that the
transfer of such Restricted Certificate has been made in compliance with Rule
144), be exchanged for a new Certificate, of authorized denominations of a like
aggregate Fractional Undivided Interest, which shall not bear the restrictive
legend required by Section 3.1. The Companies shall promptly inform the Pass
Through Trustee in writing of the effective date of any registration statement
registering the Certificates under the Securities Act. The Pass Through Trustee
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the aforementioned Opinion of Counsel or registration
statement.

             (c)    Upon surrender for registration of transfer of any
Certificate that is not a Restricted Certificate at the Corporate Trust Office
or such other office or agency, the Pass Through Trustee shall execute,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates, in authorized denominations of a like
aggregate Fractional Undivided Interest.

             (d)    At the option of a Certificateholder, Certificates may be
exchanged for other Certificates, in authorized denominations and of a like
aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at any such office or agency; provided, that a Restricted
Certificate may only be exchanged for another Restricted Certificate, until such
restrictions on such Restricted Certificate shall cease and terminate in
accordance with the terms of this Section 3.4. Whenever any Certificates are so
surrendered for exchange, the Pass Through Trustee shall execute, authenticate
and deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Companies and the Pass
Through Trustee and the Registrar duly executed by the Certificateholder thereof
or its attorney duly authorized in writing.

             (e)    No service charge shall be made to a Certificateholder for
any registration of transfer or exchange of Certificates, but the Pass Through
Trustee shall require payment of a sum sufficient to cover any tax or charge
that may be imposed in connection with any transfer or exchange of Certificates.

                                      16
<PAGE>

             (f)    All Certificates surrendered for registration of transfer
and exchange shall be canceled and disposed of in accordance with the usual
practices of the Pass Through Trustee.

     Section 3.5.   Mutilated, Destroyed, Lost or Stolen Certificates.  If any
mutilated Certificate is surrendered to the Registrar, or the Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and in the case of such destruction, loss or theft, there is
delivered to the Registrar, the Pass Through Trustee, each Company and each
Owner Lessor such security, indemnity or bond as may be required by them to
protect each of them and the Pass Through Trust from any loss that any of them
may suffer if a Certificate is replaced, then, in the absence of notice to the
Registrar or the Pass Through Trustee that such Certificate has been acquired by
a bona fide purchaser, the Pass Through Trustee, on behalf of the Pass Through
Trust, shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like Fractional Undivided Interest with the same final Distribution Date. In
connection with the issuance of any new Certificate under this Section 3.5, the
Pass Through Trustee shall require the payment of a sum sufficient to cover any
tax or other charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Pass Through Trustee and the
Registrar) connected therewith.  Any duplicate Certificate issued pursuant to
this Section 3.5 shall constitute conclusive evidence of the appropriate
Fractional Undivided Interest in the Pass Through Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

     Section 3.6.   Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Pass Through Trustee, each
Company, each Owner Lessor, the Registrar and any Paying Agent may treat the
person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.2
and for all other purposes whatsoever, and neither the Pass Through Trustee, the
Companies, the Owner Lessors, the Registrar nor any Paying Agent shall be
affected by any notice to the contrary.

     Section 3.7.   Cancellation. All Certificates surrendered for payment,
transfer or exchange shall, if surrendered to any Person a party hereto other
than the Registrar, be delivered by such Person to the Registrar for
cancellation. All Certificates so delivered shall be promptly cancelled by the
Registrar. No Certificates shall be authenticated in lieu of or in exchange for
any Certificates canceled as provided in this Section 3.7, except as expressly
permitted by this Pass Through Trust Agreement. All canceled Certificates held
by the Registrar shall be disposed of in accordance with the usual practice of
the Pass Through Trustee and, if destroyed, a certification of their destruction
shall be delivered to the Pass Through Trustee.

     Section 3.8.   Limitation of Liability for Payments. All payments or
distributions made to Certificateholders under this Pass Through Trust Agreement
shall be made only from the Trust Property and only to the extent that the Pass
Through Trustee shall have received sufficient income or proceeds from the Trust
Property to make such payments in accordance with the terms of Section 4 of this
Pass Through Trust Agreement. Each Holder of a Certificate, by its acceptance of
such Certificate, agrees that it will look solely to the income and proceeds
from the Trust Property to the extent available for distribution to the Holder
thereof as provided in this Pass Through Trust Agreement. Nothing in this Pass
Through Trust Agreement shall be

                                      17
<PAGE>

construed as an agreement, or otherwise creating an obligation, of (a) either
Company, the Owner Participants, the Equity Investor, the Pass Through Trust or
the Pass Through Trustee to pay any of the principal, premium, if any, or
interest due from time to time under the Lessor Notes, or (b) either Company,
the Pass Through Trust or the Pass Through Trustee to pay any amount due from
time to time in respect of the Certificates. The liability of each Owner Lessor
under the applicable Lessor Notes shall be limited as set forth therein and in
the relevant Lease Indenture.

     Section 3.9.   Book-Entry and Definitive Certificates.

             (a)    Except for Certificates issued to Institutional Accredited
Investors which must be issued in the form of definitive, fully registered
Certificates ("Definitive Certificates"), the Certificates may be issued in the
               -----------------------
form of one or more typewritten Certificates representing the Book-Entry
Certificates to be delivered to DTC, the initial Clearing Agency, by, or on
behalf of, the Pass Through Trustee. In such case, the Certificates delivered to
DTC shall initially be registered on the Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Certificate Owner will receive a
definitive certificate representing such Certificate Owner's interest in the
Certificates, except as provided above and in subsection (d) below. As to the
Book-Entry Certificates, unless and until Definitive Certificates have been
issued pursuant to subsection (d) below:

                    (i)     the provisions of this Section 3.9 shall be in full
             force and effect;

                    (ii)    each Company, each Owner Lessor, the Paying Agent,
             the Registrar and the Pass Through Trustee may deal with the
             Clearing Agency for all purposes (including the making of
             distributions on the Certificates) as the authorized representative
             of the Certificate Owners;

                    (iii)   to the extent that the provisions of this Section
             3.9 conflict with any other provisions of this Pass Through Trust
             Agreement (other than the provisions of any supplemental agreement
             amending this Section 3.9 as permitted by this Pass Through Trust
             Agreement), the provisions of this Section 3.9 shall control;

                    (iv)    the rights of Certificate Owners shall be exercised
             only through the Clearing Agency and shall be limited to those
             established by law and agreements between such Certificate Owners
             and the Clearing Agency Participants; and until Definitive
             Certificates are issued pursuant to subsection (d) below, the
             Clearing Agency will make book-entry transfers among the Clearing
             Agency Participants and receive and transmit distributions of
             principal and interest and premium, if any, on the Certificates to
             such Clearing Agency Participants; and

                    (v)     whenever this Pass Through Trust Agreement requires
             or permits actions to be taken based upon instructions or
             directions of Certificateholders holding Certificates evidencing a
             specified percentage of the Fractional Undivided Interests in the
             Pass Through Trust, the Clearing Agency shall be deemed to
             represent such percentage only to the extent that it has received

                                      18
<PAGE>

             instructions to such effect from Certificate Owners and/or Clearing
             Agency Participants owning or representing, respectively, such
             required percentage of the beneficial interest in Certificates and
             has delivered such instructions to the Pass Through Trustee. The
             Pass Through Trustee shall have no obligation to determine (and
             shall incur no liability in connection with any determination of)
             whether the Clearing Agency has in fact received any such
             instructions.

             (b)    With respect to Book-Entry Certificates, whenever notice or
other communication to the Certificateholders is required under this Pass
Through Trust Agreement, unless and until Definitive Certificates shall have
been issued pursuant to subsection (d) below, the Pass Through Trustee shall
give all such notices and communications specified herein to be given to
Certificateholders to the Clearing Agency and/or the Clearing Agency
Participants (and, upon receipt of a valid Certificate Owner Request, to the
Certificateholder or Certificate Owner making such request), and shall make
available additional copies as reasonably requested by such Clearing Agency
Participants.

             (c)    Unless and until Definitive Certificates are issued pursuant
to subsection (d) below, on the Record Date prior to each applicable
Distribution Date and Special Distribution Date, the Pass Through Trustee will
request from the Clearing Agency a "Securities Position Listing" setting forth
the names of all Clearing Agency Participants reflected on the Clearing Agency's
books as holding interests in the Certificates on such Record Date. The Pass
Through Trustee shall mail to each such Clearing Agency Participant the
statements described in Section 4.3 hereof.

             (d)    If with respect to the Certificates (i) the Companies advise
the Pass Through Trustee in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities and the Companies are
unable to locate a qualified successor, (ii) the Companies (or, upon the
occurrence and during the continuance of a Lease Event of Default, the relevant
Owner Lessor) at their option, advise the Pass Through Trustee in writing that
they elect to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of an Event of Default, Certificate Owners of Book-
Entry Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Pass Through Trust, by Act of said
Certificate Owners delivered to each Company and the Pass Through Trustee,
advise each Company, the relevant Owner Lessor, the Pass Through Trustee and the
Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Certificate Owners, then the Pass Through Trustee
shall notify all Certificate Owners, through the Clearing Agency, of the
occurrence of any such event and of the availability of Definitive Certificates.
Upon surrender to the Pass Through Trustee of all the Certificates held by the
Clearing Agency, accompanied by registration instructions from the Clearing
Agency for registration of Definitive Certificates in the names of Certificate
Owners, the Pass Through Trust shall issue and deliver the Definitive
Certificates in accordance with the instructions of the Clearing Agency. None of
the Companies, the Owner Lessors, the Registrar, the Paying Agent or the Pass
Through Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
registration instructions. Upon the issuance of Definitive Certificates, the
Pass Through Trustee shall recognize the Person in whose name the Definitive
Certificates are registered in the Register as Certificateholder

                                      19
<PAGE>

hereunder. Neither Company nor the Pass Through Trustee shall be liable if the
Companies are unable to locate a qualified successor Clearing Agency .

             (e)    The Certificates sold in offshore transactions in reliance
on Regulation S under the Securities Act will be represented initially by a
single, temporary Book-Entry Certificate, in definitive, fully registered form
without interest coupons (the "Temporary Regulation S Global Certificate") and
                               -----------------------------------------
will be deposited with the Pass Through Trustee as custodian for DTC and
registered in the name of a nominee of DTC for the accounts of Euroclear Bank
S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream
                                                 ---------
Banking, societe anonyme ("Clearstream"). Each Temporary Regulation S Global
                           -----------
Certificate will be exchangeable for a single, permanent Book-Entry Certificate
(the "Permanent Regulation S Global Certificate," and together with the
      -----------------------------------------
Temporary Regulation S Global Certificate, the "Regulation S Global
                                                -------------------
Certificate") on or after 40 days after the later of the commencement of the
-----------
offering of the Certificates and the Closing Date upon certification that the
beneficial interests in such Book-Entry Certificate are owned by persons who are
not U.S. persons as defined in Regulation S. Prior to the expiration of such 40-
day period, beneficial interests in the Temporary Regulation S Global
Certificate may be held only through Euroclear or Clearstream, and any resale or
other transfer of such interests to U.S. persons shall not be permitted during
such period unless such resale or transfer is made pursuant to Rule 144A or
Regulation S under the Securities Act and in accordance with the certification
requirements specified in Section 3.9(f) below. The aggregate original principal
amount of the Regulation S Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Pass Through Trustee, as
custodian for DTC, in connection with a corresponding decrease or increase in
the aggregate original principal amount of a Definitive Certificate or the
Restricted Global Certificate, as hereinafter provided.

             (f)    The Certificates sold in reliance on Rule 144A under the
Securities Act will be represented by a single, permanent Book-Entry
Certificate, in definitive, fully registered form without interest coupons (the
"Restricted Global Certificate"), which will be deposited with the Pass Through
 -----------------------------
Trustee as custodian for DTC and registered in the name of a nominee of DTC.
Prior to the 40th day after the later of the commencement of the offering of the
Certificates and the Closing Date, a beneficial interest in the Temporary
Regulation S Global Certificate may be transferred to a person who takes
delivery in the form of an interest in the Restricted Global Certificate only
upon receipt by the Pass Through Trustee of a written certification from the
transferor (in the form of Exhibit C hereto) to the effect that such transfer is
being made to a person who the transferor reasonably believes is a "qualified
institutional buyer" within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction. Beneficial
interests in the Restricted Global Certificate may be transferred to a person
who takes delivery in the form of an interest in the Regulation S Global
Certificate whether before, on or after such 40th day, only upon receipt by the
Pass Through Trustee of a written certification (in the form of Exhibit C
hereto) to the effect that such transfer is being made in accordance with
Regulation S under the Securities Act and, if such transfer occurs prior to such
40th day, the interest will be held immediately thereafter only through
Euroclear or Clearstream. The aggregate initial principal amount of the
Restricted Global Certificate may from time to time be increased or decreased by
adjustments made on the records of the Pass Through Trustee, as custodian for
DTC, in connection with a corresponding decrease or increase

                                      20
<PAGE>

in the aggregate initial principal amount of a Definitive Certificate or a
Regulation S Global Certificate, as hereinafter provided.

             (g)    Any beneficial interest in one of the Book-Entry
Certificates that is transferred to a person who takes delivery in the form of
an interest in another Book-Entry Certificate will, upon transfer, cease to be
an interest in such first Book-Entry Certificate and become an interest in such
other Book-Entry Certificate and, accordingly, will thereafter be subject to all
transfer restrictions, if any, and other procedures applicable to beneficial
interests in such other Book-Entry Certificate for so long as it remains such an
interest. Upon the transfer of Definitive Certificates to a qualified
institutional buyer or in accordance with Regulation S, such Definitive
Certificates will be exchanged for an interest in a Book-Entry Certificate. Upon
the transfer or exchange of a portion of a Definitive Certificate for a
beneficial interest in a Book-Entry Certificate, such Definitive Certificate
shall be cancelled, and the Pass Through Trustee shall execute, authenticate and
deliver to the transferring Holder a new Definitive Certificate representing the
principal amount not so transferred.

             (h)    Each of the Companies and the Pass Through Trustee, if
necessary, shall enter into a Letter of Representations with respect to the
Certificates and fulfill its respective responsibilities thereunder.

     Section 3.10.  Form of Certification. In connection with any certification
contemplated by Section 3.4, relating to compliance with certain restrictions
relating to transfers of Restricted Certificates, such certification shall be
provided substantially in the form of Exhibit C hereto, with only such changes
as shall be reasonably approved by each Company and reasonably acceptable to the
Pass Through Trustee.

SECTION 4.  DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

     Section 4.1.   Certificate Account and Special Payments Account.

             (a)    The Pass Through Trust shall establish and maintain on
behalf of the Certificateholders the Certificate Account with the Pass Through
Trustee as one or more non-interest bearing accounts. The Pass Through Trustee
shall hold the Certificate Account in trust for the benefit of the
Certificateholders, and shall make or permit withdrawals therefrom only as
provided in this Pass Through Trust Agreement. On each day when a Scheduled
Payment is made and identified as such under a Lease Indenture to the Pass
Through Trust, as holder of the Lessor Notes issued under such Lease Indenture,
the Pass Through Trustee upon receipt shall immediately deposit the aggregate
amount of such Scheduled Payment in the Certificate Account.

             (b)    The Pass Through Trust shall establish and maintain on
behalf of the Certificateholders the Special Payments Account with the Pass
Through Trustee as one or more accounts, which shall be non-interest bearing
except as provided in Section 4.4. The Pass Through Trustee shall hold the
Special Payments Account in trust for the benefit of the Certificateholders, and
shall make or permit withdrawals therefrom only as provided in this Pass Through
Trust Agreement. On each day when a Special Payment is made and identified as
such under a Lease Indenture to the Pass Through Trustee, as holder of the
Lessor Notes issued under

                                      21
<PAGE>

such Lease Indenture, the Pass Through Trustee upon receipt shall immediately
deposit the aggregate amounts of such Special Payments in the Special Payments
Account.

             (c)    The Pass Through Trustee shall present to the applicable
Lease Indenture Trustee each Lessor Note on the date of its stated final
maturity, or in the case of any Lessor Note which is to be prepaid in whole
pursuant to the Lease Indenture, on the applicable prepayment date under such
Lease Indenture.

     Section 4.2.   Distributions from Certificate Account and Special Payments
Account.

             (a)    On each Distribution Date if the Pass Through Trustee
receives payment of the Scheduled Payments due on any Lessor Notes on such date
by 11:00 a.m., New York time, on such date, the Pass Through Trustee shall
distribute out of the Certificate Account the entire amount deposited therein
pursuant to Section 4.1(a). If a Scheduled Payment is received by the Pass
Through Trustee after 11:00 a.m., New York time, on a Distribution Date, such
payment shall be distributed on the next Business Day. If a Scheduled Payment is
not received by the Pass Through Trustee on a Distribution Date but is received
prior to the time such payment would become a Special Payment, such payment
shall be distributed (i) on the date received, if received by 11:00 a.m., New
York time, on such date or (ii) on the next Business Day, if received after
11:00 a.m., New York time, on such date. There shall be so distributed to each
Certificateholder of record on the Record Date with respect to such Distribution
Date (other than as provided in Section 11 concerning the final distribution)
(i) if (A) DTC is the Certificateholder of record, or (B) a Certificateholder
holds a Certificate or Certificates in an aggregate amount greater than
$10,000,000 or (C) a Certificateholder holds a Certificate or Certificates in an
aggregate amount greater than $1,000,000 and so requests to the Pass Through
Trustee, by wire transfer in immediately available funds to an account
maintained by such Certificateholder with a bank, or (ii) if none of the above
apply, by check mailed to such Certificateholder at the address appearing in the
Register, such Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest held by such Certificateholder) of the aggregate
amount in the Certificate Account.

             (b)    On each Special Distribution Date with respect to any
Special Payment if the Pass Through Trustee receives the Special Payments due on
the required date by 11:00 a.m., New York time, on such date, the Pass Through
Trustee shall distribute out of the Special Payments Account the entire amount
deposited therein with respect to such Special Payment pursuant to this Section
4.1(b). If a Special Payment is received by the Pass Through Trustee after 11:00
a.m., New York time, on a Special Distribution Date, such payment shall be
distributed on the next Business Day. If a Special Payment is not received by
the Pass Through Trustee on a Special Distribution Date, such payment shall be
distributed (i) on the date received, if received by 11:00 a.m., New York time,
on such date or (ii) on the next Business Day, if received after 11:00 a.m., New
York time, on such date. There shall be so distributed to each Certificateholder
of record on the Record Date with respect to such Special Distribution Date
(other than as provided in Section 11 concerning the final distribution) (i) if
(A) DTC is the Certificateholder of record, or (B) a Certificateholder holds a
Certificate or Certificates in an aggregate amount greater than $10,000,000 or
(C) a Certificateholder holds a Certificate or Certificates in an aggregate
amount greater than $1,000,000 and so requests to the Pass Through Trustee, by
wire transfer in immediately available funds to an account maintained by the

                                      22
<PAGE>

Certificateholder with a bank, or (ii) if none of the above apply, by check
mailed to such Certificateholder at the address appearing in the Register, such
Certificateholder's pro rata share (based on the aggregate Fractional Undivided
Interest held by such Certificateholder) of the aggregate amount in the Special
Payments Account on account of such Special Payment.

            (c)     The Pass Through Trustee shall, at the expense of the
Companies, cause notice of each Special Payment to be mailed to (i) each
Certificateholder, at the address of such Certificateholder as it appears in the
Register and (ii) any Certificate Owner who has made a valid Certificate Owner
Request, at the address specified in such Certificate Owner Request. In the
event of prepayment of any Lessor Notes, such notice shall be mailed not less
than 20 days prior to the date any such Special Payment is scheduled to be
distributed. In the case of any other Special Payments, such notice shall be
mailed as soon as practicable after the Pass Through Trustee has confirmed that
it has received funds for such Special Payment. Notices mailed by the Pass
Through Trustee shall set forth:

                    (i)    the Special Distribution Date and the Record Date
             therefor (except as otherwise provided in Section 11);

                    (ii)   the amount of the Special Payment per $1,000 of face
             amount of Certificates and the amount thereof constituting
             principal, premium, if any, and interest;

                    (iii)  the reason for the Special Payment; and

                    (iv)   if the Special Distribution Date is the same date as
             a Distribution Date, the total amount to be received on such date
             per $1,000 of face amount of Certificates.

If the amount of premium payable upon the prepayment of a Lessor Note has not
been calculated at the time that the Pass Through Trustee mails notice of a
Special Payment, it shall be sufficient if the notice sets forth the other
amounts to be distributed and states that any premium received will also be
distributed. If a Distribution Date or Special Distribution Date is not a
Business Day, distribution shall be made on the immediately following Business
Day.

     Section 4.3.   Statements to Certificateholders.

             (a)    On each Distribution Date and Special Distribution Date, the
Pass Through Trustee will include with each distribution to Certificateholders a
statement, giving effect to such distribution to be made on such date, setting
forth the following information (per a $1,000 face amount Certificate):

                    (i)    the amount of such distribution allocable to
             principal and the amount allocable to premium if any; and

                    (ii)   the amount of such distribution allocable to
             interest.

             (b)    Within a reasonable period of time after the end of each
calendar year, but not later than the latest date permitted by law, the Pass
Through Trustee shall furnish (i) to each

                                      23
<PAGE>

Person who at any time during such calendar year was a Certificateholder of
record and (ii) to any Person who at any time during such calendar year was a
Certificate Owner who has made a valid Certificate Owner Request and provided
the Pass Through Trustee with such pertinent information as the Pass Through
Trustee shall reasonably request, a statement containing the sum of the amounts
determined pursuant to clauses (a)(i) and (a)(ii) with respect to the Pass
Through Trust for such calendar year or, in the event such Person was a
Certificateholder of record or Certificate Owner during a portion of such
calendar year, for the applicable portion of such year, and such other items as
are readily available to the Pass Through Trustee and which a Certificateholder
or Certificate Owner shall reasonably request as necessary for the purpose of
such Certificateholder's or Certificate Owner's preparation of its Federal
income tax returns.

     Section 4.4.   Investment of Special Payment Moneys. Any money received by
the Pass Through Trustee pursuant to Section 4.1(b) representing a Special
Payment which is not to be promptly distributed shall, to the extent
practicable, be invested in Permitted Government Investments by the Pass Through
Trustee pending distribution of such Special Payment pursuant to Section 4.2.
Any investment made pursuant to this Section 4.4 shall be in such Permitted
Government Investments having maturities not later than the date that such
moneys are required to be paid to make the payment required under Section 4.2 on
the applicable Special Distribution Date and the Pass Through Trustee shall hold
any such Permitted Government Investments until maturity. The Pass Through
Trustee shall have no liability with respect to any investment made pursuant to
this Section 4.4, other than by reason of the willful misconduct or negligence
of the Pass Through Trustee. All income and earnings from such investments shall
be distributed on such Special Distribution Date as part of such Special
Payment.

SECTION 5.  FINANCIAL STATEMENTS AND OTHER REPORTS

     For so long as any Certificates remain Outstanding, each Company shall
furnish (or cause the Lessee Guarantor to furnish):

            (a)     to Certificateholders, Certificate Owners and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act so long as the Certificates are not
freely transferable under the Securities Act; and

            (b)     to the Pass Through Trustee, who in turn shall provide such
information, upon a Certificate Owner Request, to Certificateholders and
Certificate Owners:

                    (i)    within 60 days following the end of each of the first
            three fiscal quarters of the Lessee Guarantor or, if there is no
            Lessee Guarantor, such Company, a copy of Form 10-Q (or any
            successor form) filed by the Lessee Guarantor or the Company, as the
            case may be, with the Commission for such fiscal quarter, or, if the
            Lessee Guarantor or, if there is no Lessee Guarantor, such Company
            is not then subject to the reporting requirements of the Exchange
            Act, unaudited consolidated quarterly financial statements for such
            fiscal quarter in the form required by Section 3(b) of the
            Participation Agreements;

                    (ii)   within 120 days following the end of the fiscal year
            of the Lessee Guarantor, or, if there is no Lessee Guarantor, such
            Company, a copy of the Form

                                      24
<PAGE>

            10-K (or any successor form) filed by the Lessee Guarantor or the
            Company, as the case may be, with the Commission for such fiscal
            year, or, if the Lessee Guarantor or, if there is no Lessee
            Guarantor, such Company, is not then subject to the reporting
            requirements of the Exchange Act, audited consolidated annual
            financial statements in the form required by Section 5.3(a) of the
            Participation Agreements; and

                    (iii)  within 20 days after the occurrence thereof, a copy
            of any current report on Form 8-K (or any successor form) filed by
            the Lessee Guarantor or the Company with the Commission.

SECTION 6.  DEFAULT

     Section 6.1.   Events of Default.

             (a)    If any Lease Indenture Event of Default under any Lease
Indenture (an "Event of Default") shall occur and be continuing, then, and in
               ----------------
each and every case, so long as such Lease Indenture Event of Default shall be
continuing, and upon the Direction of the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
of the Fractional Undivided Interests evidenced by all Certificates at the time
Outstanding (determined as provided in Section 1.4(c)), the Pass Through Trustee
shall vote a corresponding majority of such Lessor Notes, in favor of directing
the Lease Indenture Trustee to declare the unpaid principal amount of such
Lessor Notes then outstanding and accrued interest thereon to be due and payable
under, and to the extent permitted by and in accordance with, the provisions of
such Lease Indenture, and in favor of directing the Lease Indenture Trustee to
exercise the remedies provided in such Lease Indenture and consistent with the
terms of such Lease Indenture.

             In addition, after an Event of Default shall have occurred and be
continuing and upon the Direction of the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
of the Fractional Undivided Interests evidenced by all Certificates at the time
Outstanding (determined as provided in Section 1.4(c)) the Pass Through Trustee
shall, by such officer or agent as it may appoint, sell, convey, transfer and
deliver all or a portion of such Lessor Note or Lessor Notes issued under the
Lease Indenture with respect to which the Event of Default has occurred, without
recourse to or warranty by the Pass Through Trustee or any Certificateholders,
to any Person.  In any such case, the Pass Through Trustee shall sell, assign,
contract to sell or otherwise dispose of and deliver such Lessor Note or Lessor
Notes in one or more parcels at public or private sale or sales, at any location
or locations at the option of the Pass Through Trustee, all upon such terms and
conditions as it may reasonably deem advisable and at such prices as it may
reasonably deem advisable, for cash. The Pass Through Trustee shall give notice
to the Company and the applicable Owner Lessor promptly after any such sale.

     Section 6.2.   Incidents of Sale of Lessor Notes. Upon any sale of all or
any part of the Lessor Notes made either under the power of sale given under
this Pass Through Trust Agreement or otherwise for the enforcement of this Pass
Through Trust Agreement, the following shall be applicable:

                                      25
<PAGE>

             (a)    Certificateholders and Pass Through Trustee May Purchase
Lessor Notes. Any Certificateholder, the Pass Through Trustee in its individual
or any other capacity or any other Person may bid for and purchase any of the
Lessor Notes and, upon compliance with the terms of sale, may hold, retain,
possess and dispose of such Lessor Notes in its own absolute right without
further accountability.

             (b)    Receipt of Funds by Pass Through Trustee Shall Discharge
Purchaser. The receipt of immediately available funds by the Pass Through
Trustee or the officer or agent appointed by the Pass Through Trustee shall be a
sufficient discharge to any purchaser for its purchase money, and, after paying
such purchase money and receiving such receipt, such purchaser or its personal
representative or assigns shall not be obliged to see to the application of such
purchase money, or be in any way answerable for any loss, misapplication or non-
application thereof.

             (c)    Application of Moneys Received upon Sale. Any moneys
collected by the Pass Through Trustee, upon any sale made either under the power
of sale given by this Pass Through Trust Agreement or otherwise for the
enforcement of this Pass Through Trust Agreement, shall be applied as provided
in Section 4.2.

     Section 6.3.   Judicial Proceedings Instituted by Pass Through Trustee.

             (a)    Pass Through Trustee May Bring Suit. If there shall be a
failure to make payment of the principal of, premium, if any, or interest on any
Lessor Note, or if there shall be any failure to pay Rent (as defined in a
Lease) under the Lease related to any Lessor Note when due and payable, then the
Pass Through Trustee, in its own name, and as trustee of an express trust, as
holder of such Lessor Notes shall be, to the extent permitted by and in
accordance with the terms of the Lessor Note Documents, entitled and empowered
(but not obligated) to institute any suits, actions or proceedings at law, in
equity or otherwise, for the collection of the sums so due and unpaid on such
Lessor Notes or under such Lease and may prosecute any such claim or proceeding
to judgment or final decree with respect to the whole amount of any such sums so
due and unpaid; subject, however, to the limitations of liability set forth in
the Lessor Notes and the Lessor Note Documents.

             (b)    Pass Through Trustee May File Proofs of Claim; Appointment
of Pass Through Trustee as Attorney-in-Fact in Judicial Proceedings. The Pass
Through Trustee in its own name, or as trustee of an express trust, or as
attorney-in-fact for the Certificateholders, or in any one or more of such
capacities (irrespective of whether distributions on the Certificates shall then
be due and payable, or the payment of the principal on the Lessor Notes shall
then be due and payable, as therein expressed or by declaration or otherwise and
irrespective of whether the Pass Through Trustee shall have made any demand to
the applicable Lease Indenture Trustee for the payment of overdue principal,
premium (if any) or interest on the Lessor Notes), shall, subject to the terms
of the Lessor Note Documents, be entitled and empowered to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Pass Through Trustee and of the Certificateholders
allowed in any receivership, insolvency, bankruptcy, liquidation, readjustment,
reorganization or any other judicial proceedings relative to the applicable
Company or the applicable Owner Lessor, the applicable Lessor Manager or the
applicable Owner Participant, or their respective creditors or property.

                                      26
<PAGE>

Subject to the terms of the Lessor Note Documents, any receiver, assignee,
trustee, liquidator or sequestrator (or similar official) in any such judicial
proceeding is hereby authorized by each Certificateholder to make payments in
respect of such claim to the Pass Through Trustee, and in the event that the
Pass Through Trustee shall consent to the making of such payments directly to
the Certificateholders, to pay to the Pass Through Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of the
Pass Through Trustee, its agents and counsel and any other amounts due the Pass
Through Trustee under Section 7.7. Subject to Section 6.4, nothing contained in
this Pass Through Trust Agreement shall be deemed to give to the Pass Through
Trustee any right to accept or consent to any plan of reorganization or
otherwise by action of any character in any such proceeding to waive or change
in any way any right of any Certificateholder.

     Section 6.4.   Control by Certificateholders. The Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest of the Fractional Undivided Interests evidenced by all Certificates
at the time Outstanding (determined as provided in Section 1.4(c)) shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Pass Through Trustee, or exercising any trust or
power conferred upon the Pass Through Trustee, under this Pass Through Trust
Agreement, including any right of the Pass Through Trustee as holder of the
Lessor Notes, provided that:

             (a)    such Direction shall not be in conflict with any rule of law
or with this Pass Through Trust Agreement and would not involve the Pass Through
Trustee in personal liability or expense;

             (b)    the Pass Through Trustee shall not determine that the action
so directed would expose it to personal liability or be unjustly prejudicial to
the Certificateholders not taking part in such direction;

             (c)    the Pass Through Trustee may take any other action deemed
proper by the Pass Through Trustee which is not inconsistent with such
Direction;

             (d)    such Holders shall have offered to the Pass Through Trustee
security or indemnity against the costs, expenses or liabilities which may be
incurred thereby; and

             (e)    if a Lease Indenture Event of Default shall have occurred
and be continuing, such Direction shall not obligate the Pass Through Trustee to
vote more than a corresponding majority of the related Lessor Notes held by the
Pass Through Trust in favor of directing any action by the Lease Indenture
Trustee with respect to such Lease Indenture Event of Default.

     Section 6.5.   Waiver of Defaults. The Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
of the Fractional Undivided Interests evidenced by all Certificates at the time
Outstanding (determined as provided in Section 1.4(c)) may on behalf of the
Certificateholders of all the Certificates waive any Default hereunder and its
consequences or may instruct the Pass Through Trustee to vote a

                                      27
<PAGE>

corresponding majority of the Lessor Notes in favor of having any default under
a Lease Indenture and its consequences, except:

             (a)    a default in the deposit of any Scheduled Payment or Special
Payment under Section 4.1 or in the distribution of any payment under Section
4.2 on the Certificates; or

             (b)    a default in the payment of the principal of, premium, if
any, or interest on any Lessor Notes; or

             (c)    a default in respect of a covenant or provision hereof which
under Section 9 hereof cannot be modified or amended without the consent of the
Holder of each Outstanding Certificate affected.

             Upon any such waiver, such Default shall cease to exist with
respect to this Pass Through Trust Agreement, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this Pass
Through Trust Agreement and any direction given by the Pass Through Trustee on
behalf of such Holders to the applicable Lease Indenture Trustee shall be
annulled with respect thereto; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon.
Upon any such waiver with respect to a Lease Indenture Default under a Lease
Indenture, the Pass Through Trustee shall vote a corresponding majority of the
Lessor Notes issued under such Lease Indenture held in the Pass Through Trust to
waive the corresponding Lease Indenture Default or Lease Indenture Event of
Default.

             With respect to consents, approvals, waivers and authorizations
which under the terms of Section 9 of a Lease Indenture may be given by the
applicable Lease Indenture Trustee without the necessity of the consent of any
of the holders of Lessor Notes issued with respect to such Lease Indenture, no
consent, approval, waiver or authorization shall be required hereunder on the
part of the Pass Through Trustee or the Certificateholders.

     Section 6.6.   Undertaking to Pay Court Costs. All parties to this Pass
Through Trust Agreement, and each Certificateholder by its acceptance of a
Certificate, shall be deemed to have agreed that any court may in its discretion
require, in any suit, action or proceeding for the enforcement of any right or
remedy under this Pass Through Trust Agreement, or in any suit, action or
proceeding against the Pass Through Trustee for any action taken or omitted by
it as Pass Through Trustee hereunder, the filing by any party litigant in such
suit, action or proceeding of an undertaking to pay the costs of such suit,
action or proceeding, and that such court may, in its discretion, assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, action or proceeding, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided,
however, that the provisions of this Section 6.6 shall not apply to (a) any
suit, action or proceeding instituted by any Holder, or group of Holders,
holding in the aggregate Certificates evidencing Fractional Undivided Interests
aggregating more than 10% of the Pass Through Trust, (b) any suit, action or
proceeding instituted by any Certificateholder for the enforcement of the
distribution of payments pursuant to Section 4.2 hereof on or after the
respective due dates expressed herein or (c) any suit, action or proceeding
instituted by the Pass Through Trustee.

                                      28
<PAGE>

     Section 6.7.   Right of Certificateholders to Receive Payments Not to Be
Impaired. Anything in this Pass Through Trust Agreement to the contrary
notwithstanding, but subject to Section 3.8 hereof, the right of any
Certificateholder to receive distributions of payments required pursuant to
Section 4.2 hereof on the Certificates when due, or to institute suit for the
enforcement of any such payment on or after the applicable Distribution Date or
Special Distribution Date, shall not be impaired or affected without the consent
of such Certificateholder.

     Section 6.8.   Certificateholders May Not Bring Suit Except Under Certain
Conditions. A Certificateholder shall not have the right to institute any suit,
action or proceeding at law or in equity or otherwise with respect to this Pass
Through Trust Agreement, for the appointment of a receiver or for the
enforcement of any other remedy under this Pass Through Trust Agreement, unless:

             (a)    such Certificateholder previously shall have given written
notice to the Pass Through Trustee of a continuing Event of Default;

             (b)    the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest of the Fractional
Undivided Interests evidenced by all Certificates at the time Outstanding
(determined as provided in Section 1.4(c)) shall have requested the Pass Through
Trustee in writing to institute such suit, action or proceeding and shall have
offered to the Pass Through Trustee indemnity as provided in Section 7.3(e);

             (c)    the Pass Through Trustee shall have refused or neglected to
institute any such suit, action or proceeding for 60 days after receipt of such
notice, request and offer of indemnity; and

             (d)    no Direction inconsistent with such written request has been
given to the Pass Through Trustee during such 60-day period by the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest of the Fractional Undivided Interests evidenced by all
Certificates at the time Outstanding (determined as provided in Section 1.4(c)).

             It is understood and intended that no one or more of the
Certificateholders shall have any right in any manner whatever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property or the lien of any Lease Indenture
on any property subject thereto, or the rights of the Certificateholders or the
holders of the Lessor Notes, (ii) obtain or seek to obtain priority over or
preference to any other such Holder, or (iii) enforce any right under this Pass
Through Trust Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all the Certificateholders subject to the
provisions of this Pass Through Trust Agreement.

     Section 6.9.   Remedies Cumulative. Every remedy given hereunder to the
Pass Through Trustee or to any of the Certificateholders shall not be exclusive
of any other remedy or remedies, and every such remedy shall be cumulative and
in addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.

                                      29
<PAGE>

SECTION 7.  THE PASS THROUGH TRUSTEE

     Section 7.1.   Certain Duties and Responsibilities.

             (a)    Prior to an Event of Default of which a Responsible Officer
of the Pass Through Trustee has Actual Knowledge:

                    (i)    the Pass Through Trustee shall not be liable except
             for the performance of such duties as are specifically set out in
             this Pass Through Trust Agreement; and

                    (ii)   the Pass Through Trustee may conclusively rely, as to
             the truth of the statements and the correctness of the opinions
             expressed therein, in the absence of bad faith on the part of the
             Pass Through Trustee, upon Officer's Certificates or Opinions of
             Counsel conforming to the requirements of this Pass Through Trust
             Agreement;

but the Pass Through Trustee shall, at any time that the Certificates shall be
subject to the Trust Indenture Act, examine the evidence furnished to it
pursuant to Section 314 of the Trust Indenture Act to determine whether or not
such evidence conforms to the requirements of this Pass Through Trust Agreement;
provided, however, that the Pass Through Trustee shall not be responsible for
the accuracy or content of such evidence.

             (b)    In case an Event of Default has occurred and is continuing,
the Pass Through Trustee shall exercise each of the rights and powers vested in
it by this Pass Through Trust Agreement, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

             (c)    No provision of this Pass Through Trust Agreement shall be
construed to relieve the Pass Through Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                    (i)    this paragraph (c) shall not be construed to limit
             the effect of paragraph (a) of this Section 7.1;

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

                    (iii)  the Pass Through Trustee shall not be liable with
             respect to any action taken or omitted to be taken by it in good
             faith in accordance with the Direction of the Holders of
             Certificates evidencing Fractional Undivided Interests aggregating
             not less than a majority in interest of the Fractional Undivided
             Interests evidenced by all Certificates at the time Outstanding
             (determined as provided in Section 1.4(c)) (A) relating to the
             time, method and place of conducting any proceeding for any remedy
             available to the Pass Through Trustee,

                                      30
<PAGE>

             or (B) exercising any trust or power conferred upon the Pass
             Through Trustee, under this Pass Through Trust Agreement.

             (d)    Whether or not herein expressly so provided, every provision
of this Pass Through Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Pass Through Trustee shall be
subject to the provisions of this Section 7.1.

     Section 7.2.   Notice of Defaults. The Pass Through Trustee shall give to
the Certificateholders, at any time that the Certificates shall be subject to
the Trust Indenture Act, in the manner and to the extent required by Section
313(c) of the Trust Indenture Act, and to the applicable Company, the applicable
Owner Lessor and the applicable Lease Indenture Trustee in accordance with
Section 12.4, notice of all Defaults actually known to a Responsible Officer of
the Pass Through Trustee within 90 days after the occurrence thereof; provided,
however, that, except in the case of a Default in the payment of the principal
of, premium, if any, or interest on any Lessor Note, the Pass Through Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Pass Through Trustee in good faith determine that
the withholding of such notice is in the interests of the Certificateholders.

     Section 7.3.   Certain Rights of Pass Through Trustee.  Except as otherwise
provided in Section 7.1:

             (a)    the Pass Through Trustee may rely and shall be protected in
acting or refraining from acting in reliance upon any Act, Direction,
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

             (b)    any request or direction of any Company, any Owner Lessor or
any Lease Indenture Trustee mentioned herein shall be sufficiently evidenced by
a Request;

             (c)    whenever in the administration of this Pass Through Trust
Agreement the Pass Through Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action
hereunder, the Pass Through Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officer's Certificate of the applicable Company, the applicable Owner Lessor
or the applicable Lease Indenture Trustee;

             (d)    the Pass Through Trustee may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

             (e)  the Pass Through Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Pass Through Trust
Agreement at the request or direction of any of the Certificateholders pursuant
to this Pass Through Trust Agreement, unless such Certificateholders shall have
offered to the Pass Through Trustee reasonable security or

                                      31
<PAGE>

indemnity against the cost, expenses and liabilities which might be incurred by
it in compliance with such request or direction;

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

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

             (h)    the Pass Through Trustee shall not be personally liable for
any action taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion of rights or powers conferred upon it by
this Pass Through Trust Agreement;

             (i)    the right of the Pass Through Trustee to perform any
discretionary act enumerated in this Pass Through Trust Agreement shall not be
construed as a duty, and the Pass Through Trustee shall not be answerable for
other than its negligence or willful misconduct in the performance of such act;

             (j)    the Pass Through Trustee shall not be required to give any
bond or surety in respect of the execution of the trust fund created hereby or
the powers granted hereunder; and

             (k)    the Pass Through Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or
lien granted to it hereunder or to record this Pass Through Trust Agreement.

     Section 7.4.   Not Responsible for Recitals; Issuance of Certificates.  The
recitals contained herein and in the Certificates, except the certificates of
authentication, shall not be taken as the statements of the Pass Through
Trustee, and the Pass Through Trustee assumes no responsibility for their
correctness.  The Pass Through Trustee makes no representations as to the
validity or sufficiency of this Pass Through Trust Agreement, the Lessor Notes,
the Lessor Note Documents, the Certificates, or the collateral securing the
Lessor Notes, except that the Pass Through Trustee hereby represents and
warrants that this Pass Through Trust Agreement has been, and each Certificate
will be, executed and delivered by one of its officers who is duly authorized to
execute and deliver such document on its behalf.

     Section 7.5.   May Hold Certificates.  The Pass Through Trustee, any Paying
Agent, Registrar or any other agent, in their respective individual or any other
capacity, may become the owner or pledgee of Certificates and may otherwise deal
with any Company, any Owner Lessor, any Owner Participant or any Lease Indenture
Trustee with the same rights it would have if it were not the Pass Through
Trustee, Paying Agent, Registrar or such other agent, subject to Section 7.8 in
the case of the Pass Through Trustee.

                                      32
<PAGE>

     Section 7.6.   Money Held in Pass Through Trust. Money held by the Pass
Through Trustee or the Paying Agent in trust hereunder need not be segregated
from other funds except to the extent required herein or by law and neither the
Pass Through Trustee nor the Paying Agent shall have any liability for interest
upon any such moneys except as provided for herein.

     Section 7.7.   Compensation, Reimbursement and Indemnification. The
Companies, jointly and severally, agree:

             (a)    to pay, or cause to be paid, to the Pass Through Trustee
from time to time the compensation separately agreed to by the Pass Through
Trustee and the Companies for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); and

             (b)    except as otherwise expressly provided herein, to reimburse,
or cause to be reimbursed, the Pass Through Trustee upon its request for all
reasonable out-of-pocket expenses, disbursements and advances incurred or made
by the Pass Through Trustee in accordance with any provision of this Pass
Through Trust Agreement (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence, willful
misconduct or bad faith.

             In addition, the Pass Through Trustee shall be entitled to
reimbursement from, and shall have a lien prior to the Certificates upon, all
property and funds held or collected by the Pass Through Trustee in its capacity
as Pass Through Trustee for any tax incurred without negligence, bad faith or
willful misconduct, on its part, arising out of or in connection with the
acceptance or administration of this Pass Through Trust (other than any tax
attributable to the Pass Through Trustee's compensation for serving as such),
including any costs and expenses incurred in contesting the imposition of any
such tax. If the Pass Through Trustee reimburses itself for any such tax, it
will within 30 days mail a brief report setting forth the circumstances thereof
to all Certificateholders as their names and addresses appear in the Register.

     Section 7.8.   Corporate Trustee Required; Eligibility. There shall at all
times be a Pass Through Trustee hereunder which (a) shall be, at any time that
the Certificates shall be subject to the Trust Indenture Act, a Person eligible
to act as a trustee under Section 310(a) of the Trust Indenture Act and (b)
shall be a corporation organized and doing business under the laws of the United
States of America or of any state, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$150,000,000, and subject to supervision or examination by Federal or state
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 7.8, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Pass Through Trustee shall cease to be eligible in accordance with
the provisions of clause (a) of this Section 7.8 at a time when it is required
to be so qualified, it shall resign immediately in the manner and with the
effect hereinafter specified in this Section 7.

                                      33
<PAGE>

     Section 7.9.   Resignation and Removal: Appointment of Successor.

             (a)    No resignation or removal of the Pass Through Trustee and no
appointment of a successor Pass Through Trustee pursuant to this Section 7.9
shall become effective until the acceptance of appointment by the successor Pass
Through Trustee under Section 7.10.

             (b)    The Pass Through Trustee may resign at any time by giving
written notice thereof to each Company, the Authorized Agents, each Owner
Lessor, each Owner Participant and each Lease Indenture Trustee. If an
instrument of acceptance by a successor Pass Through Trustee shall not have been
delivered to each Company, each Owner Lessor, each Owner Participant and each
Lease Indenture Trustee within 30 days after the giving of such notice of
resignation, the resigning Pass Through Trustee may petition any court of
competent jurisdiction for the appointment of a successor Pass Through Trustee.

             (c)    The Pass Through Trustee may be removed at any time by Act
of the Holders holding Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Pass Through Trust
delivered to the Pass Through Trustee and to each Company, each Owner Lessor and
each Lease Indenture Trustee.

             (d)    If at any time:

                    (i)    the Pass Through Trustee fails to, at any time that
             the Certificates shall be subject to the Trust Indenture Act,
             comply with the requirements of Section 310 of the Trust Indenture
             Act after written request for such compliance by a
             Certificateholder that has been a bona fide Certificateholder for
             at least six months; or

                    (ii)   the Pass Through Trustee shall cease to be eligible
             under Section 7.8 hereof and shall fail to resign after written
             request therefor by the Companies (or, upon the occurrence of a
             Lease Event of Default and during the continuance, the applicable
             Owner Lessor) or by any such Certificateholder; or

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

then, in any case, (x) the Companies (or, upon the occurrence of a Lease Event
of Default and during the continuance, the applicable Owner Lessor), may remove
the Pass Through Trustee or (y) subject to Section 6.6 hereof, any
Certificateholder who has been a bona fide Holder of a Certificate for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Pass Through Trustee
and the appointment of a successor Pass Through Trustee.

             (e)    If a Responsible Officer of the Pass Through Trustee shall
obtain Actual Knowledge of an Avoidable Tax (as hereinafter defined) which has
been or is likely to be

                                      34
<PAGE>

asserted, the Pass Through Trustee shall promptly notify the Companies and the
Owner Lessors thereof and shall, within 30 days of such notification, resign
hereunder unless within such 30-day period the Pass Through Trustee shall have
received notice that the Companies or the Owner Lessors have agreed to pay such
tax. The Companies shall promptly appoint a successor Pass Through Trustee in a
jurisdiction where there are no Avoidable Taxes. As used herein an "Avoidable
                                                                    ---------
Tax" means a state or local tax: (i) upon (A) the Pass Through Trust, (B) the
---
Trust Property, (C) Holders of the Certificates or (D) the Pass Through Trustee
for which the Pass Through Trustee is entitled to seek reimbursement from the
Trust Property, and (ii) that would be avoided if the Pass Through Trustee were
located in another state, or jurisdiction within a state, within the United
States. A tax shall not be an Avoidable Tax if the Companies or the Owner
Lessors shall agree to pay, and shall pay, such tax.

             (f)    If the Pass Through Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Pass Through Trustee for any cause, the Companies (or, upon the occurrence and
during the continuance of a Lease Event of Default, the applicable Owner Lessor)
shall promptly appoint a successor Pass Through Trustee. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Pass Through Trustee shall be appointed by Act of the
Holders holding Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Pass Through Trust,
delivered to the Companies, the Owner Lessors, the Owner Participants, the Lease
Indenture Trustees and the retiring Pass Through Trustee, the successor Pass
Through Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Pass Through Trustee and supersede the
successor Pass Through Trustee appointed as provided above. If no successor Pass
Through Trustee shall have been so appointed as provided above and accepted
appointment in the manner hereinafter provided, any Certificateholder who has
been a bona fide Holder of a Certificate for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Pass Through Trustee.

             (g)    The successor Pass Through Trustee shall give notice of the
resignation and removal of the Pass Through Trustee and appointment of the
successor Pass Through Trustee by mailing written notice of such event by first-
class mail, postage prepaid, to the Holders of Certificates as their names and
addresses appear in the Register. Each notice shall include the name of such
successor trustee and the address of its Corporate Trust Office.

     Section 7.10.  Acceptance of Appointment by Successor. Every successor Pass
Through Trustee appointed hereunder shall execute, acknowledge and deliver to
each Company, each Owner Lessor and to the retiring Pass Through Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Pass Through Trustee shall become effective and such successor
Pass Through Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Pass
Through Trustee; but, on request of the Company (or, upon the occurrence and
during the continuance of a Lease Event of Default, the applicable Owner Lessor)
to the successor Pass Through Trustee, such retiring Pass Through Trustee shall
execute and deliver an instrument transferring to such successor Pass Through
Trustee all the rights, powers and trusts of the retiring Pass Through Trustee
and shall duly assign, transfer and deliver to such successor Pass Through
Trustee all property and money held by such retiring Pass Through Trustee
hereunder,

                                      35
<PAGE>

subject nevertheless to its lien, if any, provided for in Section 7.7. Upon
request of any such successor Pass Through Trustee, the Companies, the Owner
Lessors, the retiring Pass Through Trustee and such successor Pass Through
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 Pass Through Trustee all
such rights, powers and trusts.

             No successor Pass Through Trustee shall accept its appointment
unless at the time of such acceptance such successor Pass Through Trustee shall
be qualified and eligible under this Section 7.

     Section 7.11.  Merger, Conversion, Consolidation or Succession to Business.
Any Person into which the Pass Through Trustee may be merged or converted or
with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Pass Through Trustee shall be a party,
or any Person succeeding to all or substantially all of the corporate trust
business of the Pass Through Trustee, shall be the successor of the Pass Through
Trustee hereunder, provided such Person shall be otherwise qualified and
eligible under this Section 7, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any
Certificates shall have been authenticated, but not delivered, by the Pass
Through Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Pass Through Trustee may adopt such
authentication and deliver the Certificates so authenticated with the same
effect as if such successor Pass Through Trustee had itself authenticated such
Certificates.

     Section 7.12.  Maintenance of Agencies.

             (a)    There shall at all times be maintained in the Borough of
Manhattan, The City of New York, an office or agency where Certificates may be
presented or surrendered for registration of transfer or for exchange, and for
payment thereof and where notices and demands to or upon the Pass Through
Trustee in respect of the Certificates or of this Pass Through Trust Agreement
may be served. Written notice of the location of each such other office or
agency and of any change of location thereof shall be given by the Pass Through
Trustee to each Company, each Owner Lessor, each Owner Participant, each Lease
Indenture Trustee and the Certificateholders. In the event that no such office
or agency shall be maintained or no such notice of location or of change of
location shall be given, presentations and demands may be made and notices may
be served at the Corporate Trust Office of the Pass Through Trustee.

             (b)    There shall at all times be a Registrar and a Paying Agent
hereunder. Each such Authorized Agent shall be a bank or trust company, shall be
a corporation organized and doing business under the laws of the United States
or any state, with a combined capital and surplus of at least $150,000,000, and
shall be authorized under such laws to exercise corporate trust powers, subject
to supervision by Federal or state authorities. The Pass Through Trustee shall
initially be the Paying Agent and, as provided in Section 3.4, Registrar
hereunder. Each Registrar shall furnish to the Pass Through Trustee (unless they
are the same entity), at stated intervals of not more than six months, and at
such other times as the Pass Through Trustee may request in writing, a copy of
the Register.

                                      36
<PAGE>

             (c)    Any Person into which any Authorized Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, consolidation or conversion to which any Authorized Agent shall be a
party, or any Person succeeding to all or substantially all of the corporate
trust business of any Authorized Agent, shall be the successor of such
Authorized Agent hereunder, if such successor Person is otherwise eligible under
this Section 7.12, without the execution or filing of any paper or any further
act on the part of the parties hereto or such Authorized Agent or such successor
Person.

             (d)    Any Authorized Agent may at any time resign by giving
written notice of resignation to the Pass Through Trustee, each Company, each
Owner Lessor, each Owner Participant and each Lease Indenture Trustee. The
Companies (or, upon the occurrence and during the continuance of a Lease Event
of Default, the applicable Owner Lessor) may, and at the request of the Pass
Through Trustee shall, at any time terminate the agency of any Authorized Agent
by giving written notice of termination to such Authorized Agent and to the Pass
Through Trustee. Upon the resignation or termination of an Authorized Agent or
in case at any time any such Authorized Agent shall cease to be eligible under
this Section 7.12 (when, in either case, no other Authorized Agent performing
the functions of such Authorized Agent shall have been appointed), the Companies
(or, upon the occurrence and during the continuance of a Lease Event of Default,
the applicable Owner Lessor) shall promptly appoint one or more qualified
successor Authorized Agents reasonably satisfactory to the Pass Through Trustee,
to perform the functions of the Authorized Agent which has resigned or whose
agency has been terminated or who shall have ceased to be eligible under this
Section 7.12. The Companies (or, upon the occurrence and during the continuance
of a Lease Event of Default, the applicable Owner Lessor) shall give written
notice of any such appointment made by it to the Pass Through Trustee, each
Company, each Owner Lessor and each Lease Indenture Trustee; and in each case
the Pass Through Trustee shall mail notice of such appointment to all Holders as
their names and addresses appear on the Register.

             (e)    The Companies agree to pay, or cause to be paid, from time
to time to each Authorized Agent the compensation as set forth in the schedules
agreed to by each Authorized Agent and the Company for its services and to
reimburse it for its reasonable expenses.

     Section 7.13.  Money for Certificate Payments to Be Held in Trust. All
moneys deposited with any Paying Agent for the purpose of any payment on
Certificates shall be deposited in a non-interest bearing account and held in
trust for the benefit of the Holders of the Certificates entitled to such
payment, subject to the provisions of this Section 7.13. Moneys so deposited and
held in trust shall constitute a separate trust fund for the benefit of the
Holders of the Certificates with respect to which such money was deposited.

             The Pass Through Trustee will cause each Paying Agent other than
the Pass Through Trustee to execute and deliver to it an instrument in which
such Paying Agent shall agree with the Pass Through Trustee, subject to the
provisions of this Section 7.13, that such Paying Agent will:

                                      37
<PAGE>

             (a)    hold all sums held by it for payments on Certificates in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;

             (b)    give the Pass Through Trustee notice in writing of any
default by any obligor upon the Lessor Notes in the making of any such payment;
and

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

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

     Section 7.14.       Registration of Lessor Notes in Pass Through Trustee's
Name. The Pass Through Trustee agrees that all Lessor Notes and Permitted
Government Investments, if any, shall be issued in the name of the Pass Through
Trustee or its nominee and held by the Pass Through Trustee, or, if not so held,
the Pass Through Trustee or its nominee shall be reflected as the owner of such
Lessor Notes or Permitted Government Investments, as the case may be, in the
register of the issuer of such Lessor Notes or Permitted Government Investments
under the applicable provisions of the Uniform Commercial Code in effect where
the Pass Through Trustee holds such Lessor Notes or Permitted Government
Investments, or other applicable law then in effect.

     Section 7.15.       Withholding Taxes; Information Reporting. The Pass
Through Trustee, as trustee, shall exclude and withhold from each distribution
of principal, premium, if any, and interest and other amounts due hereunder or
under the Certificates any and all withholding taxes applicable thereto as
required by law. The Pass Through Trustee agrees (a) to act as such withholding
agent and, in connection therewith, whenever any present or future taxes or
similar charges are required to be withheld with respect to any amounts payable
in respect of the Certificates, to withhold such amounts and timely pay the same
to the appropriate authority in the name of and on behalf of the Holders of the
Certificates, (b) that it will file any necessary withholding tax returns or
statements when due, and (c) that, as promptly as possible after the payment
thereof, it will deliver to each Holder of a Certificate appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Holders may reasonably request from time to time.
The Pass Through Trustee agrees to file any other information reports as it may
be required to file under United States law. Any amounts withheld and paid to a
relevant taxing authority pursuant to this Section 7.15 shall be deemed to have
been paid to the related Certificateholders for all purposes under the Operative
Documents.

                                      38
<PAGE>

SECTION 8. CERTIFICATEHOLDERS' LISTS AND REPORTS

     Section 8.1.   The Companies to Furnish Pass Through Trustee with Names and
Addresses of Certificateholder.  The Companies will furnish to the Pass Through
Trustee within fifteen days after each Record Date with respect to a Scheduled
Payment, and at such other times as the Pass Through Trustee may reasonably
request in writing, a list, in such form as the Pass Through Trustee may
reasonably require, of all information in the possession or control of the
Companies as to the names and addresses of the Holders of Certificates, in each
case as of a date not more than fifteen days prior to the time such list is
furnished; provided, however, that so long as the Pass Through Trustee is the
sole Registrar, no such list need be furnished; and provided, further, however,
that no such list need be furnished for so long as a copy of the Register is
being furnished to the Pass Through Trustee pursuant to Section 7.12(b).

     Section 8.2.   Preservation of Information.  The Pass Through Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders of Certificates contained in the most recent list furnished
to the Pass Through Trustee as provided in Section 7.12(b) or Section 8.1, as
the case may be, and the names and addresses of Holders of Certificates received
by the Pass Through Trustee in its capacity as Registrar, if so acting. The Pass
Through Trustee may destroy any list furnished to it as provided in Section
7.12(b) or Section 8.1, as the case may be, upon receipt of a new list so
furnished.

     Section 8.3.   Reports by the Companies. Each Company shall, at any time
that the Certificates shall be subject to the Trust Indenture Act, comply with
Section 314 of the Trust Indenture Act and shall file, furnish and deliver the
reports, information, documents, certificates and opinions required thereunder,
and, at any time that the Certificates shall be subject to the Trust Indenture
Act, acknowledge and agree that, for purposes of Section 314 of the Trust
Indenture Act, such Company shall be considered to be the "obligor" upon the
Certificates. Without limiting the generality of the foregoing, at any time that
the Certificates shall be subject to the Trust Indenture Act, each Company shall
deliver to the Pass Through Trustee the annual certificate required under clause
(4) of Section 314(a) of the Trust Indenture Act within 120 days following the
end of each fiscal year of such Company (which ends on December 31) ending after
the date hereof. The provisions of this Section 8.3 shall not be construed to
impose any obligation or liability on either Company to pay any of the
principal, premium, if any, or interest in respect of the Lessor Notes or the
Certificates.

     Section 8.4.   Reports by the Pass Through Trustee. On or before each May
15, the Pass Through Trustee shall, at any time that the Certificates shall be
subject to the Trust Indenture Act, transmit, in the manner and to the extent
required by Section 313(c) of the Trust Indenture Act, any report dated as of
such May 15, in accordance with and to the extent required under Section 313 of
the Trust Indenture Act. Additionally, the Pass Through Trustee shall comply
with the reporting requirements imposed under Treasury Regulation 1.671-4.

SECTION 9.  SUPPLEMENTAL TRUST AGREEMENTS

Section 9.1.  Supplemental Trust Agreement Without Consent of
Certificateholders.  Without the consent of the Holder of any Certificates, the
Companies may, and the Pass Through Trustee (subject to Section 9.3) shall, at
any time and from time to time enter into one or more

                                      39
<PAGE>

agreements supplemental hereto, in form satisfactory to the Pass Through
Trustee, for any of the following purposes:

             (a)    to evidence the succession of another corporation to a
Company and the assumption by any such successor of the obligations of a Company
herein contained;

             (b)    to add to the covenants of the Companies, for the protection
of the Holders of the Certificates;

             (c)    to surrender any right or power herein conferred upon a
Company;

             (d)    to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein or any supplemental trust agreement or to make any other provisions with
respect to matters or questions arising under this Pass Through Trust Agreement;
provided that any such action will not adversely affect the interests of the
Holders of the Certificates;

             (e)    to correct or amplify the description of property that
constitutes Trust Property or the conveyance of such property to the Pass
Through Trustee;

             (f)    to evidence and provide for a successor Pass Through
Trustee;

             (g)    to comply with requirements of the Commission, any
applicable law, rules or regulations of any exchange or quotation system on
which the Certificates are listed, or any regulatory body;

             (h)    at any time that the Certificates shall be subject to the
Trust Indenture Act, to modify, eliminate or add to the provisions of this Pass
Through Trust Agreement to the extent as shall be necessary to qualify or
continue the qualification of this Pass Through Trust Agreement (including any
supplemental agreement) under the Trust Indenture Act or under any similar
Federal statute hereafter enacted;

             (i)    to modify, amend or supplement any provision herein to
reflect changes relating to the assumption and substitution of any Lessor Note
pursuant to Section 2.10(b) of the applicable Lease Indenture;

             (j)    to add, eliminate, or change any provision under this Pass
Through Trust Agreement that are ministerial or administrative and will not
adversely affect the interests of the Certificateholders; or

             (k)    if necessary in the opinion of the Companies, to provide for
issuance of Exchange Certificates as contemplated by the Registration Rights
Agreement;

provided that in each case the Pass Through Trustee shall have received an
opinion of counsel, which may be counsel to a Company, to the effect that such
supplemental agreement does not cause the Pass Through Trust to become taxable
as an "association" within the meaning of Treasury Regulation Section 301.7701-4
or to be taxable as other than a pass through entity for Federal income tax
purposes.

                                      40
<PAGE>

     Section 9.2.   Supplemental Trust Agreements with Consent of
Certificateholders. With the consent of the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
of the Fractional Undivided Interests evidenced by all Certificates at the time
Outstanding (determined as provided in Section 1.4(c) hereof), by Act of said
Holders delivered to each Company and the Pass Through Trustee, the Companies
may (with the consent of the Owner Lessors, such consent not to be unreasonably
withheld), and the Pass Through Trustee (subject to Section 9.3 hereof) shall,
enter into an agreement or agreements supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Pass Through Trust Agreement or of modifying in any manner
the rights and obligations of the Holders of the Certificates under this Pass
Through Trust Agreement; provided, however, that no such supplemental agreement
shall, without the consent of the Holder of each Outstanding Certificate
affected thereby:

             (a)    reduce in any manner the amount of, or delay the timing of,
any receipt by the Pass Through Trustee of payments on the Lessor Notes held in
the Pass Through Trust, or distributions that are required to be made herein on
any Certificate of such Pass Through Trust, or change any date of payment on any
such Certificate, or change the place of payment where, or the coin or currency
in which, any such Certificate is payable, or impair the right of any Holder of
any such Certificate to institute suit for the enforcement of any such payment
or distribution on or after the Distribution Date or Special Distribution Date
applicable thereto; or

             (b)    except as provided in this Pass Through Trust Agreement,
permit the disposition of any Lessor Note in the Trust Property, or permit the
creation of any lien on the Trust Property, or otherwise deprive any
Certificateholder of the benefit of the ownership of the Lessor Notes held in
the Pass Through Trust or the lien of the related Lease Indenture; or

             (c)    reduce the percentage of the aggregate Fractional Undivided
Interests which is required to approve any such supplemental agreement, or
reduce such percentage required for any waiver provided for in this Pass Through
Trust Agreement.

Notwithstanding the foregoing, no such supplemental agreement shall be entered
into unless the Pass Through Trustee shall have received an Opinion of Counsel,
which may be counsel to a Company, to the effect that such supplemental
agreement does not cause the Pass Through Trust to become taxable as an
"association", within the meaning of Treasury Regulation Section 301.7701-4 or
to be taxable as other than a pass through entity for Federal income tax
purposes.

             It shall not be necessary for any Act of Certificateholders under
this Section 9.2 to approve the particular form of any proposed supplemental
agreement, but it shall be sufficient if such Act shall approve the substance
thereof.

     Section 9.3.   Documents Affecting Immunity or Indemnity. If in the opinion
of the Pass Through Trustee any document required to be executed by it pursuant
to the terms of Section 9.1 or 9.2 affects any interest, right, duty, immunity
or indemnity in favor of the Pass Through Trustee under this Pass Through Trust
Agreement, the Pass Through Trustee may in its discretion decline to execute
such document.

                                      41
<PAGE>

     Section 9.4.   Execution of Supplemental Trust Agreements. In executing, or
accepting the additional trusts created by, any supplemental agreement permitted
by this Section 9 or the modification thereby of the trusts created by this Pass
Through Trust Agreement, the Pass Through Trustee shall be entitled to receive,
and (subject to Section 7.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental agreement is
authorized or permitted by this Pass Through Trust Agreement.

     Section 9.5.   Effect of Supplemental Trust Agreements. Upon the execution
of any supplemental agreement under this Section 9, this Pass Through Trust
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Pass Through Trust Agreement for all
purposes; and every Holder of Certificates theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

     Section 9.6.   Reference in Certificates to Supplemental Trust Agreements.
Certificates authenticated and delivered after the execution of any supplemental
agreement pursuant to this Section 9 may bear a notation in form approved by the
Pass Through Trustee as to any matter provided for in such supplemental
agreement; and, in such case, suitable notation may be made upon Outstanding
Certificates after proper presentation and demand.

     Section 9.7.   Conformity with Trust Indenture Act. Every supplemental
agreement under this Section 9 executed at a time that the Certificates shall be
subject to the Trust Indenture Act, shall conform to requirements of the Trust
Indenture Act as in effect on the date such supplemental agreement is executed.

                                      42
<PAGE>

SECTION 10.  AMENDMENTS AND CONSENTS TO LEASE INDENTURES AND OTHER LESSOR NOTE
              DOCUMENTS

     Section 10.1.  Requiring Consent of the Certificateholders. In the
event that the Pass Through Trustee, as holder of any Lessor Note in trust for
the benefit of the Certificateholders, receives a request for a consent to any
amendment, modification, waiver or supplement under any Lease Indenture or other
Lessor Note Document that requires the consent of the holder of such Lessor
Note, the Pass Through Trustee shall forthwith send a notice of such proposed
amendment, modification, waiver or supplement to each Certificateholder
registered on the Register as of such date. Any such notice shall describe the
proposed amendment, modification, waiver or supplement (or attach a copy
thereof). The Pass Through Trustee shall request from the Certificateholders
Directions as to (a) whether or not to direct the applicable Lease Indenture
Trustee to take or refrain from taking any action which a holder of such Lessor
Note has the option to direct, (b) whether or not to give or execute any
waivers, consents, amendments, modifications or supplements as a holder of such
Lessor Note and (c) how to vote any Lessor Note if a vote has been called for
with respect thereto. Any such request shall specify a date by which
Certificateholders are requested to respond. Provided such a request for
Certificateholder Direction shall have been made, in directing any action or
casting any vote or giving any consent as the holder of any Lessor Note, the
Pass Through Trustee shall vote or consent with respect to such Lessor Note in
the same proportion as the Certificates were actually voted by Acts of Holders
delivered to the Pass Through Trustee prior to two Business Days before the Pass
Through Trustee directs such action or casts such vote or gives such consent.

     Section 10.2.  Not Requiring Consent of the Certificateholder. With respect
to consents, approvals, waivers and authorizations which under the terms of
Section 8 of the Lease Indenture may be given by the Lease Indenture Trustee
without the necessity of the consent of any of the holders of Lessor Notes, no
consent, approval, waiver or authorization shall be required hereunder on the
part of the Pass Through Trustee or the Certificateholders.

SECTION 11.  TERMINATION OF PASS THROUGH TRUST

     Section 11.1.  Termination of the Pass Through Trust. The respective
obligations and responsibilities of each Company and the Pass Through Trustee
and the Pass Through Trust created hereby shall terminate upon the distribution
to all Certificateholders of all amounts required to be distributed to them
pursuant to this Pass Through Trust Agreement and the disposition of all
property held as part of the Trust Property; provided, however, that if and to
the extent that any of the options, rights and privileges granted under this
Pass Through Trust Agreement, would, in the absence of the limitation imposed by
this sentence, be invalid or unenforceable as being in violation of the rule
against perpetuities or any other rule or law relating to the vesting of
interest in property or the suspension of the power of alienation of property,
then it is agreed that notwithstanding any other provision of this Pass Through
Trust Agreement, such options, rights and privileges, subject to the respective
conditions hereof governing the exercise of such options, rights and privileges,
will be exercisable only during (a) the longer of (i) a period which will end
twenty-one (21) years after the death of the last survivor of the descendants
living on the date of the execution of this Pass Through Trust Agreement of the
following Presidents of the United States: Franklin D. Roosevelt, Harry S.
Truman, Dwight D. Eisenhower, John F. Kennedy, Lyndon B. Johnson, Richard M.
Nixon,

                                      43
<PAGE>

Gerald R. Ford, James E. Carter, Ronald W. Reagan, George H.W. Bush, William J.
Clinton and George W. Bush or (ii) the period provided under the Uniform
Statutory Rule Against Perpetuities or (b) the specific applicable period of
time expressed in this Pass Through Trust Agreement, whichever of (a) or (b) is
shorter.

     Section 11.2.  Notice of Termination and Distributions. Notice of any
termination, specifying the Distribution Date (or Special Distribution Date, as
the case may be) upon which the Certificateholders may surrender their
Certificates to the Pass Through Trustee for payment of the final distribution
and cancellation, shall be mailed promptly by the Pass Through Trustee to
Certificateholders not earlier than the 60th day and not later than the 20th day
next preceding such final distribution specifying (a) the Distribution Date (or
Special Distribution Date, as the case may be) upon which final payment of the
Certificates will be made upon presentation and surrender of Certificates at the
office or agency of the Pass Through Trustee therein specified, (b) the amount
of any such final payment, and (c) that the Record Date otherwise applicable to
such Distribution Date (or Special Distribution Date, as the case may be) is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Pass Through Trustee therein
specified. The Pass Through Trustee shall give such notice to the Registrar at
the time such notice is given to Certificateholders. Upon presentation and
surrender of the Certificates, the Pass Through Trustee shall cause to be
distributed to Certificateholders amounts distributable on such Distribution
Date or Special Distribution Date, as the case may be, pursuant to Section 4.2
hereof.

             In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above mentioned written notice, the Pass Through Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto.  In the event that any money held by the Pass Through Trustee for the
payment of distributions on the Certificates shall remain unclaimed for two
years (or such lesser time as the Pass Through Trustee shall be satisfied, after
sixty days' written notice from the Companies, is one month prior to the escheat
period provided under applicable law) after the final distribution date with
respect thereto, the Pass Through Trustee shall pay to each Lease Indenture
Trustee the appropriate amount of money relating to such Lease Indenture Trustee
and shall give written notice thereof to each Owner Lessor, each Owner
Participant and each Company.

SECTION 12.  MISCELLANEOUS PROVISIONS

     Section 12.1.  Amendments and Waivers.  No term, covenant, agreement or
condition of this Pass Through Trust Agreement may be terminated, amended or
compliance therewith waived (either generally or in a particular instance,
retroactively or prospectively) except by an instrument or instruments in
writing executed by each party hereto.

     Section 12.2.  Limitation on Rights of Certificateholders.  The death or
incapacity of any Certificateholder shall not operate to terminate this Pass
Through Trust Agreement or the Pass Through Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Pass Through Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

                                      44
<PAGE>

     Section 12.3.  Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the Pass
Through Trust, the Fractional Undivided Interests represented by the
Certificates shall be nonassessable for any losses or expenses of the Pass
Through Trust or for any reason whatsoever, and Certificates upon authentication
thereof by the Pass Through Trustee pursuant to Section 3.2 hereof are and shall
be deemed fully paid. No Certificateholder shall have any right (except as
expressly provided herein) to vote or in any manner otherwise control the
operation and management of the Trust Property, the Pass Through Trust
established hereunder, or the obligations of the parties hereto, nor shall
anything set forth herein, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association.

     Section 12.4.  Notices. Unless otherwise expressly specified or permitted
by the terms hereof, all communications and notices provided for herein to a
party hereto shall be in writing or by a telecommunications device capable of
creating a written record, and any such notice shall become effective (a) upon
personal delivery thereof, including by overnight mail or courier service, (b)
in the case of notice by United States mail, certified or registered, postage
prepaid, return receipt requested, upon receipt thereof, or (c) in the case of
notice by such a telecommunications device, upon transmission thereof, provided
such transmission is promptly confirmed by either of the methods set forth in
clauses (a) or (b) above, in each case addressed to such party and copy party at
its address set forth below or at such other address as such party or copy party
may from time to time designate by written notice to the other party:

          If to Dynegy Roseton, L.L.C

          Dynegy Roseton, L.L.C.
          c/o Dynegy Northeast Generation, Inc.
          992 River Road
          Newburg, New York  12550
          Telephone No.:  (845) 563-4961
          Facsimile No.:  (845) 563-4992
          Attention: Daniel P. Thompson, Vice President, Operations

          If to Dynegy Danskammer, L.L.C.:

          Dynegy Danskammer, L.L.C.
          c/o Dynegy Northeast Generation, Inc.
          994 River Road
          Newburgh, New York  12550
          Telephone No.:  (845) 563-4961
          Facsimile No.:  (845) 563-4992
          Attention: Daniel P. Thompson, Vice President, Operations

                                      45
<PAGE>

          in each case, with a copy to:

          Dynegy Power Corp.
          1000 Louisiana Street, Suite 5800
          Houston, Texas  77002
          Telephone No.:  (713) 507-6823
          Facsimile No.:  (713) 767-8510
          Attention: Timothy A. Beverick, Esq.

          If to the Pass Through Trustee:

               The Chase Manhattan Bank
               Institutional Trust Services
               450 West 33rd Street, 15th Floor
               New York, New York  10001
               Telephone No.:  (212) 946-7557
               Facsimile No.:  (212) 946-8177/8178
               Attention: Annette M. Marsula, Vice President
                          International/Project Finance Team

     Section 12.5.  Successors and Assigns.

             (a)    This Pass Through Trust Agreement shall be binding upon and
shall inure to the benefit of, and shall be enforceable by, the parties hereto
and their respective successors and assigns as permitted by and in accordance
with the terms hereof.

             (b)    Except as expressly provided herein or in the other
Operative Documents, no party hereto may assign its interests or transfer its
obligations herein without the consent of the other parties hereto.

     Section 12.6.  Business Day. In any case where any Distribution Date or
Special Distribution Date relating to any Certificate is not a Business Day,
then (notwithstanding any other provision of this Pass Through Trust Agreement)
the payment otherwise payable on such date shall be payable on the next
succeeding Business Day with the same force and effect as if made on such
Distribution Date or Special Distribution Date and (provided that such payment
is made on such succeeding Business Day) no interest shall accrue on the amount
of such payment from and after such scheduled date to the time of such payment
on such next succeeding Business Day.

     Section 12.7.  Governing Law.  This Pass Through Trust Agreement and the
Certificates shall be governed by and construed in accordance with the law of
the State of New York (without giving effect to the conflicts of laws provisions
thereof, other than New York General Obligations Law Section 5-1401).

     Section 12.8.  Severability. Any provision of this Pass Through Trust
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions

                                      46
<PAGE>

hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 12.9.  Benefits of Pass Through Trust Agreement. Nothing in this
Pass Through Trust Agreement or in the Certificates, express or implied, shall
give to any Person, other than the Companies, the Pass Through Trustee, the
Owner Lessors and the Lease Indenture Trustees, and their respective successors,
and the Holders of Certificates, any benefit or any legal or equitable right,
remedy or claim under this Pass Through Trust Agreement.

     Section 12.10. Counterparts. This Pass Through Trust Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.

     Section 12.11. Headings and Table of Contents. The headings of the sections
of this Pass Through Trust Agreement and the Table of Contents are inserted for
purposes of convenience only and shall not be construed to affect the meaning or
construction of any of the provisions hereof.

     Section 12.12. Further Assurances. Each party hereto will promptly and duly
execute and deliver such further documents and assurances for and take such
further action reasonably requested by the other party, all as may be reasonably
necessary to carry out more effectively the intent and purpose of this Pass
Through Trust Agreement.

     Section 12.13. Effectiveness. This Pass Through Trust Agreement has been
dated as of the date first above written for convenience only. This Pass Through
Trust Agreement shall be effective on May 1, 2001, the date of execution and
delivery by the Companies and the Pass Through Trustee.

     Section 12.14. Statement of Intent. The Certificateholders intend that, if
the Pass Through Trust were ever to be classified as a partnership for Federal
income tax purposes, that the Pass Through Trust be excluded from the
application of Subchapter K of the Internal Revenue Code, in accordance with
Treasury Regulation 1.761-2(b)(2)(ii).

     Section 12.15. Registration Rights Agreement. Upon the written direction of
the Companies and the Lessee Guarantor, the Pass Through Trustee shall
reasonably cooperate with the Companies and the Lessee Guarantor, at the sole
expense of the Companies and the Lessee Guarantor, to effectuate the transaction
contemplated under the Registration Rights Agreement.

                                      47
<PAGE>

             IN WITNESS WHEREOF, each Company and the Pass Through Trustee have
caused this Pass Through Trust Agreement to be duly executed and delivered by
their respective officers thereunto duly authorized.

                                        DYNEGY ROSETON, L.L.C.


                                        By: _________________________________
                                            Name:
                                            Title:


                                        DYNEGY DANSKAMMER, L.L.C.


                                        By: _________________________________
                                            Name:
                                            Title:




                                        THE CHASE MANHATTAN BANK,
                                        as Pass Through Trustee


                                        By: _________________________________
                                            Name:
                                            Title:

                                   SCH. 1-1
<PAGE>

                                                                       EXHIBIT A

                              FORM OF CERTIFICATE

              [Legend if Certificate is a Restricted Certificate]

THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
LAWS.  NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  THE HOLDER OF THIS CERTIFICATE BY ITS ACQUISITION HEREOF (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE
MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN "OFFSHORE TRANSACTION" PURSUANT
TO RULE 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE
WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k)
UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS CERTIFICATE) OR
THE LAST DAY ON WHICH THE COMPANY OR THE LESSEES OR AN AFFILIATE OF THE COMPANY
OR THE LESSEES WAS THE OWNER OF THIS CERTIFICATE (OR ANY PREDECESSOR OF THIS
CERTIFICATE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAWS (THE "RESALE RESTRICTION TERMINATION DATE") OFFER, SELL OR OTHERWISE
TRANSFER THIS CERTIFICATE, EXCEPT (A) TO THE COMPANY OR ONE OF THE LESSEES, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE CERTIFICATES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS
PURCHASING THE CERTIFICATES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW

                                   EXH. A-1
<PAGE>

TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE LESSEES AND THE PASS
THROUGH TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
(I) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OR
TRANSFER IN THE FORM APPEARING AS AN EXHIBIT TO THE PASS THROUGH TRUST AGREEMENT
PURSUANT TO WHICH THIS CERTIFICATE HAS BEEN ISSUED IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE PASS THROUGH TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.  AS
USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON"
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

BY ITS ACQUISITION OF ANY CERTIFICATE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED, ON EACH DAY FROM THE DATE ON WHICH THE HOLDER
ACQUIRES THE CERTIFICATE THROUGH AND INCLUDING THE DATE ON WHICH THE HOLDER
DISPOSES OF ITS INTEREST IN SUCH CERTIFICATE, THAT EITHER (A) IT IS NOT AN
EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN, OR A GOVERNMENTAL OR OTHER EMPLOYEE
BENEFIT PLAN WHICH SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF
THE CODE ("SIMILAR LAWS") OR (B) THE PURCHASE AND HOLDING OF THE CERTIFICATE BY
SUCH PERSON WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION
UNDER ANY SIMILAR LAWS.

                                   EXH. A-2
<PAGE>

              Roseton-Danskammer 2001-Series A Pass Through Trust

                              7.27% Pass Through

                                  Certificate

                                    CUSIP:

                  Final Distribution Date:  November 8, 2010

          evidencing a fractional undivided interest in a trust, the
          property of which includes certain notes secured by
          certain separate property leased to Dynegy Roseton,
          L.L.C. and Dynegy Danskammer, L.L.C.

Certificate No. R-_______           $[___________] Fractional Undivided Interest

             THIS CERTIFIES THAT _________________, for value received, is the
registered owner of a $______________ (__________ dollars) Fractional Undivided
Interest in the Roseton-Danskammer 2001-Series A Pass Through Trust (the "Pass
                                                                          ----
Through Trust") created pursuant to a Pass Through Trust Agreement, dated as of
-------------
May 8, 2001 (the "Agreement") among Dynegy Roseton, L.L.C., a Delaware limited
                  ---------
liability company ("Dynegy Roseton" or a "Company"), Dynegy Danskammer, L.L.C.,
                    --------------        -------
a Delaware limited liability company ("Dynegy Danskammer" or a "Company," and
                                       -----------------        -------
together with Dynegy Roseton, the "Companies"), and The Chase Manhattan Bank, as
                                   ---------
trustee (the "Pass Through Trustee"), a summary of certain of the pertinent
              --------------------
provisions of which is set forth below.  To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Agreement.  This Certificate is one of the duly authorized Certificates
designated as "7.27% Pass Through Certificates, Series A" (herein called the

"Certificates").  This Certificate is issued under and is subject to the terms,
-------------
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.  The property of the Pass Through Trust includes certain Lessor
Notes (the "Trust Property").  The Lessor Notes are secured by separate security
            --------------
interests in certain undivided interests in the Facilities, and liability
thereunder is limited to the income and proceeds of such security.

             Subject to and in accordance with the terms of the Agreement, from
funds then available to the Pass Through Trustee, there will be distributed on
each May 8 and November 8 (a "Distribution Date"), commencing on November 8,
                              -----------------
2001, to the person in whose name this Certificate is registered at the close of
business on the day of the month which is fifteen days preceding the
Distribution Date, an amount in respect of the Scheduled Payments on the Lessor
Notes due on such Distribution Date, the receipt of which has been confirmed by
the Pass Through Trustee, equal to the product of the percentage interest in the
Pass Through Trust evidenced by this Certificate and an amount equal to the sum
of such Scheduled Payments.  Subject to and in accordance with the terms of the
Agreement, in the event that Special Payments on the Lessor Notes are received
by the Pass Through Trustee, from funds then available to the Pass Through
Trustee, there shall be distributed on the applicable Special Distribution Date,
to the Person in whose name this Certificate is registered at the close of
business on the day of the month which is fifteen days preceding the Special
Distribution Date, an amount in respect of such Special Payments

                                   EXH. A-1
<PAGE>

on the Lessor Notes, the receipt of which has been confirmed by the Pass Through
Trustee, equal to the product of the percentage interest in the Pass Through
Trust evidenced by this Certificate and an amount equal to the sum of such
Special Payments so received. The Special Distribution Date shall be determined
as provided in the Agreement. If a Distribution Date or Special Distribution
Date is not a Business Day, distribution shall be made on the immediately
following Business Day. The Pass Through Trustee shall mail notice of each
Special Payment and the Special Distribution Date therefor to the Holders of the
Certificates.

             Distributions on this Certificate will be made by the Pass Through
Trustee (i) if (A) The Depository Trust Company ("DTC") is the Certificateholder
                                                  ---
of record of this Certificate, or (B) a Certificateholder holds a Certificate or
Certificates in an aggregate amount greater than $10,000,000, or (C) a
Certificateholder holds a Certificate or Certificates in an aggregate amount
greater than $1,000,000 and so requests to the Pass Through Trustee, by wire
transfer in immediately available funds to an account maintained by such
Certificateholder with a bank, or (ii) if none of the above apply, by check
mailed to such Certificateholder at the address appearing in the Register,
without the presentation or surrender of this Certificate or the making of any
notation hereon.  Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after notice mailed by the Pass Through Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency of the Pass Through Trustee specified in such notice.

             [Unless this Certificate is presented by an authorized
representative of DTC to the Company or its agent for registration of transfer,
exchange or payment, and any Certificate issued is registered in the name of
Cede & Co., or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co., or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest
herein.]*

             Each Person who acquires or accepts this Certificate or an interest
herein will be deemed by such acquisition or acceptance to have represented and
warranted that either: (i) no Plan assets have been used to purchase this
Certificate or an interest herein or (ii) the purchase and holding of this
Certificate or interest herein are either exempt from the prohibited transaction
restrictions of ERISA and the Code pursuant to one or more prohibited
transaction statutory or administrative exemptions or do not constitute a
prohibited transaction under such restrictions of ERISA and the Code.

             This Certificate shall be governed by and construed in accordance
with the law of the State of New York.

             Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

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

                                   EXH. A-2
<PAGE>

             Unless the certificate of authentication hereon has been executed
by the Pass Through Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

             IN WITNESS WHEREOF, the Roseton-Danskammer 2001-Series A Pass
Through Trust has caused this Certificate to be duly executed.

                                        ROSETON-DANSKAMMER 2001-SERIES A PASS
                                        THROUGH TRUST


                                        By:  THE CHASE MANHATTAN BANK,
                                             as Pass Through Trustee


                                        By:__________________________________
                                           Name:
                                           Title:

                                   EXH. A-3
<PAGE>

                           [Reverse Of Certificate]

             The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, either Company, the Owner Lessors,
the Owner Participants, the Equity Investor, the Pass Through Trust or the Pass
Through Trustee or any affiliate thereof.  The Certificates are limited in right
of payment, all as more specifically set forth in the Agreement.  All payments
or distributions made to Certificateholders under the Agreement shall be made
only from the Trust Property and only to the extent that the Pass Through
Trustee shall have received sufficient income or proceeds from the Trust
Property to make such payments in accordance with the terms of the Agreement.
Each Holder of this Certificate, by its acceptance hereof, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Holder as provided in the Agreement.  This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby.  A copy of the Agreement may
be examined during normal business hours at the principal office of the Pass
Through Trustee, and at such other places, if any, designated by the Pass
Through Trustee, by any Certificateholder upon request.

             The Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Companies and the rights of the Certificateholders under the Agreement at any
time by the Companies and the Pass Through Trustee with the consent of the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than a majority in interest of the Fractional Undivided Interests
evidenced by all Certificates at the time Outstanding. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

             As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Pass Through Trustee in its capacity as
Registrar, or by any successor Registrar, in the Borough of Manhattan, the City
of New York, duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same aggregate Fractional Undivided Interest in the Pass Through Trust will
be issued to the designated transferee or transferees.

             The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $100,000 Fractional Undivided
Interest and any integral multiples of $1,000 in excess thereof. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized denominations evidencing

                                   EXH. A-4
<PAGE>

the same aggregate Fractional Undivided Interest in the Pass Through Trust, as
requested by the Holder surrendering the same.

             No service charge will be made for any such registration of
transfer or exchange, but the Pass Through Trustee shall require payment of an
amount sufficient to cover any tax or charge payable in connection therewith.

             The Pass Through Trustee, the Company, the Owner Lessor, the
Registrar and any agent of the Pass Through Trustee or the Registrar may treat
the person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Pass Through Trustee, the Companies, the Owner
Lessor, the Registrar nor any such agent shall be affected by any notice to the
contrary.

             The obligations and responsibilities created by the Agreement and
the Pass Through Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.

                                   EXH. A-5
<PAGE>

                                                                       EXHIBIT B

         FORM OF PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                              THE CHASE MANHATTAN BANK,
                              as Pass Through Trustee

                              By:_______________________
                                 Name:
                                 Title:


                                   EXH. B-1
<PAGE>

                                                                       EXHIBIT C

                          FORM OF TRANSFER CERTIFICATE

                                  CERTIFICATE

              Roseton-Danskammer 2001-Series A Pass Through Trust

                           PASS THROUGH CERTIFICATES

          This is to certify that as of the date hereof with respect to
$__________ (__________ dollars) Fractional Undivided Interest of the above-
captioned securities presented or surrendered on the date hereof (the
"Surrendered Certificates") for registration of transfer, or for exchange where
-------------------------
the securities issuable upon such exchange are to be registered in a name other
than that of the undersigned Holder (each such transaction being a "transfer"),
                                                                    --------
the undersigned Holder (as defined in the Pass Through Trust Agreement)
certifies that the transfer of Surrendered Certificates associated with such
transfer complies with the restrictive legend set forth on the face of the
Surrendered Certificates for the reason checked below:

<TABLE>
<S>                                             <C>
 Transfer to Roseton-Danskammer - 2001 -      [_]  Transfer outside the United States in
 Series A Pass Through Trust                       compliance with Rule 904 of the Securities Act
                                                   and if requested by the Company or the Pass
                                                   Through Trustee, furnished to the Company or
                                                   the Pass Through Trustee, as the case may be,
                                                   an opinion of counsel acceptable to the
                                                   applicable requesting party that such transfer
                                                   is in compliance with the Securities Act.
 Transfer inside the United States to a       [_]  Transfer inside the United States to an
 Qualified Institutional Buyer in compliance       Institutional Accredited Investor that has
 with Rule 144A under the Securities Act.          previously furnished to the Pass Through
                                                   Trustee a signed letter containing certain
 Transfer pursuant to an exemption from            representations and agreements relating to
 registration provided by Rule 144 under the       restrictions on transfer and if requested by
 Securities Act (if available).                    the Company or the Pass Through Trustee an
                                                   opinion of counsel acceptable to the Company
 Transfer pursuant to an effective                 or the Pass Through Trustee, as the case may
 registration statement under the Securities       be, that such transfer is in compliance with
 Act.                                              the Securities Act.
 </TABLE>

                               [Name of Holder]

                               ________________
                         Dated: _____________, _____*

*To be dated the date of presentation or surrender

                                   EXH. C-1
<PAGE>

                                                                       EXHIBIT D

                         FORM OF PURCHASER LETTER FOR
                      INSTITUTIONAL ACCREDITED INVESTORS

LEHMAN BROTHERS INC.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
SALOMON SMITH BARNEY INC.
TD SECURITIES (USA) INC.
As Initial Purchasers in connection
with the Offering Circular referred
to below

c/o BANC OF AMERICA SECURITIES LLC
100 North Tryon Street, 7th Floor
Charlotte, NC 28255

Ladies and Gentlemen:

          In connection with our proposed purchase of Pass Through Certificates,
(the "Certificates") evidencing a fractional undivided interest in a trust, the
      ------------
property of which consists of certain notes secured by certain separate property
leased to Dynegy Roseton, L.L.C. and Dynegy Danskammer, L.L.C. (each,
individually, a "Company" and together, the "Companies"), we confirm that:
                 -------                     ---------

          1.  We have received a copy of the Offering Circular (the "Offering
                                                                     --------
     Circular") relating to the Certificates and such other information as we
     --------
     deem necessary in order to make our investment decision. We acknowledge
     that we have read and agree to the matters stated under the captions
     "Notice to Investors," "Transfer Restrictions" and "Plan of Distribution"
     in such Offering Circular, and the restrictions on duplication and
     circulation of such Offering Circular.

          2.  We understand that any subsequent transfer of the Certificates is
     subject to certain restrictions and conditions set forth in the Pass
     Through Trust Agreement (the "Pass Through Trust Agreement") relating to
                                   ----------------------------
     the Certificates and conditions set forth under "Notice to Investors,"
     "Transfer Restrictions" and "Plan of Distribution" in such Offering
     Circular and we agree to be bound by, and not to resell, pledge or
     otherwise transfer the Certificates except in compliance with such
     restrictions and conditions and the Securities Act of 1933, as amended (the
     "Securities Act").
      --------------

          3.  We understand that the offer and sale of the Certificates has not
     been registered under the Securities Act, and that the Certificates may not
     be offered or sold except as permitted in the following sentence. We agree,
     on our own behalf and on behalf

                                   EXH. D-1
<PAGE>

     of any accounts for which we are acting as hereinafter stated, that if we
     should sell any Certificates within the time period referred to in Rule
     144(k) of the Securities Act, we will do so only (A) to a Company or any
     subsidiary thereof, (B) in accordance with Rule 144A under the Securities
     Act to a "qualified institutional buyer" (as defined therein), (C) to an
     institutional "accredited investor" (as defined below) that, prior to such
     transfer, furnishes to the Pass Through Trustee under the Pass Through
     Trust Agreement, a signed letter containing certain representations and
     agreements relating to the restrictions on transfer of the Certificates
     (the form of which letter can be obtained from the Pass Through Trustee)
     and, if such transfer is in respect of an aggregate principal amount at the
     time of transfer of Certificates of less than $100,000, an opinion of
     counsel acceptable to the Company that such transfer is in compliance with
     the Securities Act, (D) outside the United States in accordance with Rule
     904 of Regulation S under the Securities Act, (E) pursuant to the exemption
     from registration provided by Rule 144 under the Securities Act (if
     available), or (F) pursuant to an effective registration statement under
     the Securities Act, and we further agree to provide to any person
     purchasing any of the Certificates from us a notice advising such purchaser
     that resales of the Certificates are restricted as stated herein.

          4.  We are an institutional "accredited investor" (as defined in Rule
     501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
     have such knowledge and experience in financial and business matters as to
     be capable of evaluating the merits and risks of our investment in the
     Certificates, and we and any accounts for which we are acting are each able
     to bear the economic risk of our or its investment.

          5.  We are acquiring the Certificates purchased by us for our own
     account or for one or more accounts (each of which is an institutional
     "accredited investor") as to each of which we exercise sole investment
     discretion.

          6.  We are not acquiring the Certificates with a view to distribution
     thereof or with any present intention of offering or selling any
     Certificates, except as permitted above; provided, that the disposition of
     our property and property of any accounts for which we are acting as
     fiduciary will remain at all times within our control.

          You, the Companies and the Pass Through Trustee are entitled to rely
on this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.

                              Very truly yours,

                              By:_______________________
                                 Name:
                                 Title:
                                 Date:

                                   EXH. D-2