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                                                                    Exhibit 4.2

                                                                 EXECUTION COPY





                                 $400,000,000

                            EDISON MISSION ENERGY

                     10% Senior Notes due August 15, 2008


                        REGISTRATION RIGHTS AGREEMENT

                                                                August 10, 2001

Credit Suisse First Boston Corporation
BMO Nesbitt Burns Corp.
Salomon Smith Barney Inc.
SG Cowen Securities Corporation
TD Securities (USA) Inc.
Westdeutsche Landesbank Girozentrale (Dusseldorf)
   c/o Credit Suisse First Boston Corporation
   Eleven Madison Avenue
   New York, New York  10010-3629

Ladies and Gentlemen:

In connection with the issue and sale of $400 million in aggregate principal
amount of 10% Senior Notes due August 15, 2008 (the "INITIAL NOTES") issued
by Edison Mission Energy, a California corporation (the "COMPANY"), pursuant
to the terms of the Indenture (as defined below) and as an inducement to
Credit Suisse First Boston Corporation and BMO Nesbitt Burns Corp., Salomon
Smith Barney Inc., SG Cowen Securities Corporation, TD Securities (USA) Inc.
and Westdeutsche Landesbank Girozentrale (Dusseldorf) (the "INITIAL
PURCHASERS") to enter into the Purchase Agreement, dated August 7, 2001 (the
"PURCHASE AGREEMENT"), among the Company and the Initial Purchasers, the
Company hereby agrees to provide the registration rights set forth in this
Registration Rights Agreement (this "AGREEMENT") for the benefit of the
holders of the Initial Notes.  The execution of this Agreement is a condition
to the purchase of the Initial Notes under the Purchase Agreement.

            SECTION 1.  DEFINITIONS.  Capitalized terms used herein without
definition shall have the respective meanings ascribed thereto, whether
expressly or by reference to another agreement or document, in the
Indenture.  The definitions set forth in this Agreement shall equally apply
to both the singular and plural forms of the terms defined.  As used in this
Agreement, the following terms shall have the following meanings:

"ADVICE" shall have the meaning set forth in the last paragraph of Section 5
of this Agreement.

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"AFFILIATE", with respect to any Person, shall mean any other Person that
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such first Person.  The term
"control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities or by contract or
otherwise.  For purposes of Section 2, an "Affiliate" of the Company shall
mean and include, in addition, any Person deemed an affiliate thereof under
the Securities Act or the Exchange Act in connection with the Exchange Offer.

"CLOSING DATE" shall mean the date of the initial issuance and sale of the
Initial Notes.

"COMMISSION" shall mean the United States Securities and Exchange Commission.

"COMPANY" shall have the meaning set forth in the first paragraph of this
Agreement.

"CURE DATE" shall have the meaning set forth in Section 4(a) of this
Agreement.

"EFFECTIVE DATE" shall mean the date which is 270 days after the Closing Date.

"EFFECTIVE PERIOD" shall have the meaning set forth in Section 3(a) of this
Agreement.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

"EXCHANGE OFFER" shall have the meaning set forth in Section 2(a) of this
Agreement.

"EXCHANGE OFFER REGISTRATION STATEMENT" shall have the meaning set forth in
Section 2(a) of this Agreement.

"EXCHANGE PERIOD" shall have the meaning set forth in Section 2(a) of this
Agreement.

"EXCHANGE NOTES" shall have the meaning set forth in Section 2(a) of this
Agreement.

A "HOLDER" of Registrable Notes shall mean the registered holder of such
securities or any beneficial owner thereof.

"HOLDER INDEMNIFIED PARTY" shall have the meaning set forth in Section 8(a)
of this Agreement.

"HOLDER INFORMATION" shall have the meaning set forth in Section 8(a) of this
Agreement.

"ILLIQUIDITY EVENT" with respect to the Initial Notes shall mean any of the
following events:

            (a)   as of the Effective Date, both (i) an Exchange Offer
Registration Statement (which, if applicable pursuant to Section 2(a), covers
resales of such Exchange Notes) has not become effective and (ii) the
Registrable Notes are not the subject of an Initial Shelf Registration
Statement which has become effective; or

            (b)   the Exchange Notes offered in exchange for the Registrable
Notes are the subject of an Exchange Offer Registration Statement which was
effective (and which, if applicable pursuant to Section 2(a), covered resales
of such Exchange Notes) but which ceased to be effective or usable in
connection with resales of Registrable Notes for any reason prior to the end
of the Exchange Period; or

            (c)   the Registrable Notes are the subject of an Initial Shelf
Registration Statement or Subsequent Shelf Registration Statement which was
effective but which has ceased to be effective or usable in connection with
resales of Registrable Notes for any reason prior to the end of the Effective
Period.


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An Illiquidity Event shall be deemed to cease to exist on the date subsequent
to the occurrence of such Illiquidity Event on which:

            (i)   in the case of an Illiquidity Event described in clause (a)
      above, either (i) an Exchange Offer Registration Statement (which, if
      applicable pursuant to Section 2(a), covers resales of the Exchange
      Notes exchanged for such Registrable Notes) shall become effective and
      an Exchange Offer for such Registrable Notes shall have commenced or
      (ii) an Initial Shelf Registration Statement covering such Registrable
      Notes shall become effective; or

            (ii)  in the case of an Illiquidity Event described in clause (b)
      above, either (i) an Exchange Offer Registration Statement (which, if
      applicable pursuant to Section 2(a), covers resales of the Exchange
      Notes offered in exchange for such Initial Notes) shall become
      effective and an Exchange Offer for such Registrable Notes shall have
      commenced pursuant to an Exchange Offer Registration Statement or (ii)
      an Initial Shelf Registration Statement covering such Registrable Notes
      shall become effective; or

            (iii) in the case of an Illiquidity Event described in clause (c)
      above, a Subsequent Shelf Registration Statement covering such
      Registrable Notes shall become effective.

"INDENTURE" shall mean the Indenture, dated as of August 10, 2001, and as
further amended or supplemented from time to time in accordance with the
terms thereof, between the Company and the Trustee, and pursuant to which the
Initial Notes and any Exchange Notes are to be issued.

"INITIAL PURCHASERS" shall have the meaning set forth in the first paragraph
of this Agreement.

"INITIAL NOTES" shall have the meaning set forth in the first paragraph of
this Agreement.

"INITIAL SHELF REGISTRATION STATEMENT" shall have the meaning set forth in
Section 3(a) of this Agreement.

"INSPECTORS" shall have the meaning set forth in Section 5(m) of this
Agreement.

"MANAGING UNDERWRITERS" shall mean the investment banker or investment
bankers and manager or managers that shall administer an Underwritten
Offering.

"NASD" shall mean the National Association of Securities Dealers, Inc.

"PROSPECTUS" shall mean the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, and
all other amendments and supplements to the prospectus included in any
Registration Statement, including post-effective amendments and all material
incorporated by reference into such prospectus.

"PURCHASE AGREEMENT" shall have the meaning set forth in the first paragraph
of this Agreement.

"RECORDS" shall have the meaning set forth in Section 5(m) of this Agreement.

"REGISTRABLE NOTES" shall mean the Initial Notes upon original issuance
thereof and at all times subsequent thereto until, in the case of any such
Initial Note, (i) a Registration Statement


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covering such Initial Note, or the Exchange Note to be exchanged for such
Initial Note (and, in the case of any Resale Note, any resale thereof), has
been declared effective and such Initial Note has been disposed of or
exchanged (or, in any case where such Registration Statement covers the
resale of Resale Notes, such Initial Note has been exchanged and the Resale
Note received therefor has been resold), as the case may be, in accordance
with such effective Registration Statement, (ii) such Initial Note is sold in
compliance with Rule 144 or would be permitted to be sold pursuant to
Rule 144(k), (iii) such Initial Note shall have been otherwise transferred and
a new certificate therefor not bearing a legend restricting further transfer
shall have been delivered by or on behalf of the Company and such Initial
Note shall be tradeable by each holder thereof without restriction under the
Securities Act or the Exchange Act and without material restriction under the
applicable blue sky or state securities laws or (iv) such Initial Note ceases
to be outstanding.

"REGISTRATION STATEMENT" shall mean any registration statement (including any
Shelf Registration Statement) of the Company that covers any of the
Registrable Notes or the Exchange Notes, as the case may be, pursuant to the
provisions of this Agreement, including the Prospectus which is part of such
Registration Statement, amendments (including post-effective amendments) and
supplements to such Registration Statement and all exhibits and appendices to
any of the foregoing.  For purposes of the foregoing, unless the context
requires otherwise, a Registration Statement for an Exchange Offer shall not
be deemed to cover Registrable Notes held by a Restricted Person unless such
Registration Statement covers the resale of Resale Notes to be received by
such Restricted Person pursuant to such Exchange Offer and any such Initial
Notes shall continue to be Registrable Notes.

"RESALE INITIAL PURCHASER" shall have the meaning set forth in Section 8(a)
of this Agreement.

"RESALE NOTES" shall mean any Exchange Note received by a Restricted Person
pursuant to an Exchange Offer, and at all times subsequent thereto, until,
subject to the time periods set forth herein, such Exchange Note has been
resold by such Restricted Person.

"RESTRICTED PERSON" shall mean (a) any Affiliate of the Company, (b) any
Initial Purchaser or (c) any Affiliate of any Initial Purchaser (other than
Affiliates of such Initial Purchaser that (i) are acquiring Exchange Notes in
the ordinary course of business and do not have an arrangement with any
Person to distribute Exchange Notes and (ii) may trade such Exchange Notes
without restriction under the Securities Act).

"RULE 144" shall mean Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

"RULE 144A" shall mean Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

"RULE 415" shall mean Rule 415 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

"SHELF NOTICE" shall have the meaning set forth in Section 2(b) of this
Agreement.

"SHELF REGISTRATION STATEMENT" shall have the meaning set forth in
Section 3(b) of this Agreement.


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"SPECIAL COUNSEL" shall mean Latham & Watkins, special counsel to the Initial
Purchasers, or any other firm acceptable to the Company, acting as special
counsel to the holders of Registrable Notes or Exchange Notes.

"SUBSEQUENT SHELF REGISTRATION STATEMENT" shall have the meaning set forth in
Section 3(b) of this Agreement.

"TIA" shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission promulgated thereunder.

"TRUSTEE" shall mean The Bank of New York, its successors and any successor
trustee under the Indenture.

"UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a
registration in which securities are sold to an underwriter or group of
underwriters for reoffering to the public.

            SECTION 2.  EXCHANGE OFFER.

            (a)   Unless the Company determines in good faith that the
Exchange Offer shall not be permissible under applicable law or Commission
policy, the Company shall prepare and cause to be filed with the Commission
as soon as reasonably practicable after the Closing Date, subject to Sections
2(b) and 2(c) of this Agreement, a Registration Statement (an "EXCHANGE OFFER
REGISTRATION STATEMENT") for an offer to exchange (an "EXCHANGE OFFER") the
Registrable Notes (subject to Section 2(c)) for a like aggregate principal
amount of debt securities of the Company in all material respects
substantially identical to the Initial Notes (the "EXCHANGE NOTES") (and
which are entitled to the benefits of the Indenture, which shall be qualified
under the TIA in connection with such registration, or a trust indenture
which is substantially identical in all material respects to the Indenture),
other than (i) such changes to the Indenture or any such substantially
identical indenture as the Trustee and the Company may deem necessary in
connection with the Trustee's rights and duties or to comply with any
requirements of the Commission to effect or maintain the qualification
thereof under the TIA and (ii) such changes relating to restrictions on
transfer set forth in the Indenture.  The Exchange Offer shall be registered
under the Securities Act on the appropriate form of Registration Statement
and shall comply with all applicable tender offer rules and regulations under
the Exchange Act and with all other applicable laws.  Subject to the terms
and limitations of Section 2(c), such Exchange Offer Registration Statement
may also cover any resales of Exchange Notes by any Restricted Person, in the
manner or manners designated by them which, in any event, is reasonably
acceptable to the Company.

Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Exchange
Offer, it being the objective of such Exchange Offer to enable each holder of
Registrable Notes electing to exchange the Initial Notes for Exchange Notes
(assuming that such holder is not an affiliate of the Company within the
meaning of the Securities Act, acquires the Exchange Notes in the ordinary
course of such holder's business and has no arrangements with any person to
participate in the distribution of the Exchange Notes and is not prohibited
by any law or policy of the Commission from participating in the Exchange
Offer) to trade such Exchange Notes from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.


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The Company shall use its reasonable best efforts to (i) cause the Exchange
Offer Registration Statement to become effective under the Securities Act on
or prior to the Effective Date, (ii) keep the Exchange Offer open for a
period of not less than the shorter of (A) the period ending when the last
remaining Initial Note is tendered into the Exchange Offer and (B) 30 days
from the date notice is mailed to the holders of Initial Notes (PROVIDED that
in no event shall such period be less than the period required under
applicable Federal and state securities laws) and (iii) maintain such
Exchange Offer Registration Statement continuously effective for a period
(the "EXCHANGE PERIOD") of not less than the longer of (A) the period until
the consummation of the Exchange Offer and (B) 120 days after effectiveness
of the Exchange Offer Registration Statement, PROVIDED HOWEVER, that in the
event that all resales of Exchange Notes (including, subject to the time
periods set forth herein, any Resale Notes and including, subject to the time
periods set forth herein, any resales by broker-dealers that receive Exchange
Notes for their own account pursuant to the Exchange Offer) covered by such
Exchange Offer Registration Statement have been made, the Exchange Offer
Registration Statement need not remain continuously effective for the period
set forth in clause (B) above.  The Company shall make the Prospectus
contained in the Exchange Offer Registration Statement and any amendment or
supplement thereto available to any broker-dealer for use in connection with
any resale of any Exchange Notes for a period of not less than 120 days after
the consummation of the Exchange Offer.  Upon consummation of the Exchange
Offer, the Company shall deliver to the Trustee under the Indenture for
cancellation all Initial Notes tendered by the holders thereof pursuant to
the Exchange Offer and not withdrawn prior to the date of consummation of the
Exchange Offer.  Each Restricted Person shall notify the Company promptly
after reselling all Resale Notes held by such Restricted Person which are
covered by any such Registration Statement.

Each holder of Registrable Notes to be exchanged in the Exchange Offer (other
than any Restricted Person) shall be required as a condition to participating
in the Exchange Offer to represent that (i) it is not an Affiliate of the
Company, (ii) any Exchange Notes to be received by it shall be acquired in
the ordinary course of its business, (iii) that at the time of the
consummation of the Exchange Offer it shall have no arrangement with any
person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Notes and (iv) if such holder is a
broker-dealer, that it will receive Exchange Notes for its own account in
exchange for Initial Notes that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a Prospectus in connection with any resale
of such Exchange Notes.  Upon consummation of an Exchange Offer in accordance
with this Section 2 and compliance with the other provisions of this Section
2, the Company shall, subject to Sections 2(b) and 2(c), have no further
obligation to register Registrable Notes pursuant to Section 3(a) of this
Agreement; PROVIDED that the other provisions of this Agreement shall
continue to apply as set forth in such provisions.

            (b)   In the event that the Company reasonably determines in good
faith that (i) the Exchange Notes would not, upon receipt in the Exchange
Offer by any holder of Registrable Notes (other than any Restricted Person
and other than any holder who is not acquiring such Exchange Notes in the
ordinary course of business or who has an arrangement with any person to
participate in the distribution of such Exchange Notes), be tradeable by each
holder thereof without restriction under the Securities Act and the Exchange
Act and without restriction under applicable blue sky or state securities
laws, (ii) after conferring with counsel, the Commission is unlikely to
permit the Exchange Offer Registration Statement to become effective prior to
the Effective Date (except in the circumstances set forth in Section 2(c)) or
(iii) the Exchange Offer


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may not be made in compliance with applicable laws, then the Company shall
promptly deliver notice thereof (the "SHELF NOTICE") to the holders of the
Registrable Notes and the Trustee and shall thereafter file an Initial Shelf
Registration Statement pursuant to, and otherwise comply with, the provisions
of Section 3(a).  Following the delivery of a Shelf Notice in accordance with
this Section 2(b) and compliance with Section 3(a), the Company shall not
have any further obligation under this Section 2.

            (c)   In the event that the Company reasonably determines in good
faith that (i) the Exchange Notes would not, upon consummation of any resale
thereof by a Restricted Person to any Person other than another Restricted
Person, be tradeable by each holder thereof without restriction under the
Securities Act (other than applicable prospectus requirements) and the
Exchange Act and without restriction under applicable blue sky or state
securities laws or (ii) the Commission is unlikely to permit the Exchange
Offer Registration Statement to become effective prior to the Effective Date
solely because such Registration Statement covers resales of the Exchange
Notes by Restricted Persons, then the Company shall promptly deliver a Shelf
Notice to the Restricted Persons who are holders of Registrable Notes and to
the Trustee, and the Company shall thereafter file an Initial Shelf
Registration Statement with respect to any such Registrable Notes pursuant
to, and otherwise comply with, the provisions of Section 3(a); PROVIDED that
such Initial Shelf Registration Statement shall only cover resales of
Registrable Notes by Restricted Persons if a Shelf Notice is not then
otherwise required to be delivered pursuant to Section 2(b); and, PROVIDED,
FURTHER that such Initial Shelf Registration Statement covering Registrable
Notes held by Restricted Persons shall be kept effective for at least a
period of 120 days and is not required to remain effective with respect to
Registrable Notes held by Restricted Persons thereafter.  Following the
delivery of a Shelf Notice in accordance with this Section 2(c) and
compliance with Section 3(a), the Company shall not have any further
obligation under this Section 2 with respect to the filing of an offer to
exchange the Registrable Notes held by the Restricted Persons (including,
without limitation, any obligation to provide that an Exchange Offer
Registration Statement filed pursuant to Section 2(a) cover resales of
Exchange Notes by Restricted Persons); PROVIDED that the provisions of this
Section 2 shall otherwise remain in full force and effect with respect to
Registrable Notes held by any person other than a Restricted Person.

            SECTION 3.   SHELF REGISTRATION; REGISTRABLE NOTES.  With respect
to the Registrable Notes, if a Shelf Notice is delivered in accordance with
Section 2(b) or 2(c) of this Agreement, then the Company shall comply with
the following provisions of this Section 3:

            (a)   INITIAL SHELF REGISTRATION.  The Company shall prepare and
cause to be filed with the Commission a Registration Statement for an
offering to be made on a continuous basis other than pursuant to an
Underwritten Offer pursuant to Rule 415 covering all of the Registrable Notes
(or, if a Shelf Notice is delivered solely pursuant to Section 2(c), all of
the Registrable Notes held by any Restricted Persons) (the "INITIAL SHELF
REGISTRATION STATEMENT"); PROVIDED, HOWEVER, that no holder shall be entitled
to have its Registrable Notes covered by such Initial Shelf Registration
Statement unless such holder agrees in writing, within 10 Business Days after
actual receipt of a request therefrom, to be bound by all the provisions of
this Agreement applicable to such holder.  No holder shall be entitled to the
benefits of Section 4 of this Agreement unless and until such holder shall
have provided all information reasonably requested by the Company (after
conferring with counsel), and such holder shall not be entitled


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to such benefits with respect to any period during which such information was
not provided.  Each holder to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required
to be disclosed in order to make the information previously furnished to the
Company by such holder not materially misleading.  The Initial Shelf
Registration Statement shall be an appropriate form permitting registration
of such Registrable Notes for resale by the holders thereof in the manner or
manners reasonably designated by them (but excluding any Underwritten
Offerings).  The Company shall use its reasonable best efforts to (A) cause
the Initial Shelf Registration Statement to be declared effective under the
Securities Act on or prior to the Effective Date and (B) keep the Initial
Shelf Registration Statement continuously effective under the Securities Act
for a period of two years after the Closing Date (subject to extension
pursuant to the last paragraph of Section 5 and subject, with respect to
Registrable Notes held by Restricted Persons, to the limitations set forth in
Section 2(c)) (such two-year period, as it may be extended, being the
"EFFECTIVE PERIOD"), or such shorter period ending when (1) all Registrable
Notes covered by the Initial Shelf Registration Statement have been sold or
(2) a Subsequent Shelf Registration Statement covering all of such
Registrable Notes remaining unsold has been declared effective under the
Securities Act or (3) all Registrable Notes may be sold pursuant to
subsection (k) of Rule 144.

Notwithstanding any other provision hereof, the Company may postpone or
suspend the filing or the effectiveness of a Registration Statement (or any
amendments or supplements thereto), if (1) such action is required by
applicable law, or (2) such action is taken by the Company in good faith and
for valid business reasons (not including avoidance of such party's
obligations hereunder), including the acquisition or divestiture of assets,
other pending corporate developments, public filings with the Commission or
other similar events, so long as the Company promptly thereafter complies
with the requirements of Section 5(b) hereof, if applicable.  Notwithstanding
the occurrence of any event referred to in the immediately preceding sentence
(a "SUSPENSION"), such event shall not suspend, postpone or in any other
manner affect the running of the time period after which an Illiquidity Event
shall be deemed to occur and, if the filing or effectiveness of a
Registration Statement is postponed or suspended as a result of a Suspension,
an Illiquidity Event shall nonetheless exist if all other requirements set
forth for the occurrence of an Illiquidity Event shall be satisfied, and the
provisions of Section 4 requiring the accrual payment of additional interest,
as set forth in such Section, on the Registrable Notes, shall be applicable.

            (b)   SUBSEQUENT SHELF REGISTRATIONS.  If the Initial Shelf
Registration Statement or any Subsequent Shelf Registration Statement ceases
to be effective for any reason at any time during the Effective Period after
the Effective Date, the Company may attempt to obtain the withdrawal of any
order suspending the effectiveness thereof, and may amend such Initial Shelf
Registration Statement or Subsequent Shelf Registration Statement in a manner
reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional "shelf" Registration Statement
applicable to the Initial Notes pursuant to Rule 415 covering all of such
Registrable Notes remaining unsold (a "SUBSEQUENT SHELF REGISTRATION
STATEMENT").  If a Subsequent Shelf Registration Statement is declared
effective, the Company shall use its reasonable best efforts to keep such
Shelf Registration Statement continuously effective for a period after the
date of such effectiveness equal in length to the length of the Effective
Period plus the aggregate number of days from the date of the order
suspending the effectiveness of the Initial Shelf Registration Statement or
any Subsequent Shelf Registration


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Statement to the date of the effectiveness of the Subsequent Shelf
Registration Statement.  As used herein, the term "SHELF REGISTRATION
STATEMENT" means the Initial Shelf Registration Statement and any Subsequent
Shelf Registration Statement.

            SECTION 4.  ADDITIONAL INTEREST FOR ILLIQUIDITY.

            (a)   The Company acknowledges and agrees that the Initial
Purchasers (and any subsequent holders of the Initial Notes) have acquired
the Initial Notes in reliance on the covenant of the Company to use its
reasonable best efforts to (i) cause to become effective on or prior to the
Effective Date (A) the Exchange Offer Registration Statement or (B) an
Initial Shelf Registration Statement, and (ii) maintain the respective
effectiveness of such Registration Statements as described herein.  The
Company further acknowledges and agrees that the failure of the Company to
fulfill such covenants will have an adverse effect on the holders of the
Initial Notes.  Therefore, the Company agrees that from and after the date on
which any Illiquidity Event occurs, additional interest (in addition to the
interest otherwise payable with respect to the Registrable Notes) shall
accrue with respect to the Initial Notes until but not including the date on
which such Illiquidity Event shall cease to exist (and provided no other
Illiquidity Event with respect to any Initial Notes shall then be
continuing), at the rate of one half of one percent (0.50%) per annum, which
additional interest shall be payable by the Company to the holders of all
Initial Notes at the times, in the manner and subject to the same terms and
conditions set forth in the Indenture, as nearly as may be, as though the
interest rates provided in such Initial Notes had been increased by one half
of one percent (0.50%) per annum.  Subject to the provisions of this
Section 4, the Company agrees that it shall be liable to the holders of all
Initial Notes for the payment of any and all additional interest on the
Initial Notes that shall accrue pursuant to this Section 4.

Any such additional interest accrued on any such Initial Notes but unpaid on
the date on which such interest ceases to accrue (the "CURE DATE") shall be
due and payable on the first interest payment date following the next record
date following such Cure Date (or the record date occurring on such Cure
Date, if such Cure Date is a record date) to the holders of record of such
Initial Notes on such record date.

            (b)   The Company shall promptly notify the holders of the
Initial Notes and the Trustee of the occurrence of any Illiquidity Event of
which it has knowledge.

Notwithstanding the foregoing, the Company shall not be required to pay the
additional interest described in clause (a) of this Section 4 to a holder
with respect to the Registrable Notes held by such holder if the applicable
Illiquidity Event arises by reason of the failure of such holder to provide
such information as (i) the Company may reasonably request, with reasonable
prior written notice, for use in the Shelf Registration Statement or any
Prospectus included therein to the extent the Company reasonably determines
that such information is required to be included therein by applicable law,
(ii) the NASD or the Commission may request in connection with such Shelf
Registration Statement, or (iii) is required to comply with the agreements of
such holder contained in clause (a) of Section 3 to the extent compliance
thereof is necessary for the Shelf Registration Statement to be declared
effective.

            SECTION 5.  REGISTRATION PROCEDURES.  In connection with the
registration of any Registrable Notes or Exchange Notes pursuant to Sections
2 and 3 hereof, the Company shall use


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its reasonable best efforts to effect such registration to permit the sale of
such Registrable Notes or Exchange Notes in accordance with any permitted
intended method or methods of disposition thereof, and pursuant thereto the
Company shall:

            (a)   prepare and cause to be filed with the Commission a
Registration Statement or Registration Statements as prescribed by Sections 2
and 3 of this Agreement, and use its reasonable best efforts to cause each
such Registration Statement to become effective and remain effective for the
applicable period as provided herein; PROVIDED, HOWEVER, that (i) during the
period in which the Initial Registration Statement is open for the Restricted
Persons, the Company shall afford any Restricted Person which is a holder of
Registrable Notes or Exchange Notes and the Special Counsel, upon such
holder's written request to the Company, an opportunity to review copies of
all such documents proposed to be filed, and (ii) if such filing is pursuant
to Section 3, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto (including documents that would be
incorporated therein by reference after the initial filing of the
Registration Statement), the Company shall afford the Special Counsel for all
holders of the Registrable Notes covered by such Registration Statement an
opportunity to review copies of all such documents proposed to be filed;

            (b)   prepare and cause to be filed with the Commission such
amendments and post-effective amendments to each Shelf Registration Statement
as may be necessary to keep such Registration Statement continuously
effective for the applicable period as provided herein; cause the related
Prospectus to be supplemented by any required Prospectus supplement, and as
so supplemented to be filed pursuant to Rule 424 (or any similar provisions
then in force) under the Securities Act; and comply with the provisions of
the Securities Act, the Exchange Act and the rules and regulations of the
Commission promulgated thereunder with respect to the disposition of all
securities covered by such Registration Statement as so amended or in such
Prospectus as so supplemented in accordance with the intended methods of
disposition by the sellers of Registrable Notes covered thereby set forth
therein;

            (c)   if a Shelf Registration Statement is filed pursuant to
Section 3 hereof, notify the selling holders of Registrable Notes promptly
after the Company becomes aware thereof, and confirm such notice in writing,
(i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or
any post-effective amendment, when the same has become effective, (ii) of any
request by the Commission for amendments or supplements to the Registration
Statement or the Prospectus or for additional information, (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of
a Registration Statement or of any order preventing or suspending the use of
any preliminary prospectus or Prospectus or the initiation of any proceedings
for that purpose, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Notes for
offer or sale in any jurisdiction, or the initiation of any proceeding for
such purpose, (v) of the existence of any fact known to the Company which
results in such Registration Statement or related Prospectus or any document
incorporated therein by reference containing any untrue statement of a
material fact or omitting to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (which notice may be
accompanied by an instruction that such notice constitutes material
non-public information and to suspend the use of


                                       10
<Page>

the Prospectus until the requisite changes have been made, and which
instruction shall require that such holders shall not communicate such
material non-public information to any third party and shall not sell or
purchase, or offer to sell or purchase, any securities of the Company after
receipt of such notice) and (vi) if the Company reasonably determines that
the filing of a post-effective amendment to such Registration Statement would
be appropriate;

            (d) if a Shelf Registration Statement is filed pursuant to
Section 3, use its reasonable efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus or suspending the
qualification (or exemption from qualification) of any of the Registrable
Notes for sale in any jurisdiction and, if any such order is issued, to
obtain the withdrawal of any such order at the earliest possible moment;

            (e) if a Shelf Registration Statement is filed pursuant to
Section 3, furnish to each selling holder of Registrable Notes who so
requests (at such holder's address set forth in the Securities Register)
without charge, one conformed copy of the Registration Statement or
Registration Statements and each post-effective amendment thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference);

            (f) if a Shelf Registration Statement is filed pursuant to
Section 3, deliver to each selling holder of Registrable Notes without
charge, as many copies of the Prospectus (including each preliminary
prospectus) and each amendment or supplement thereto as such persons may
reasonably request; and, subject to the last paragraph of this Section 5, the
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling holders of Registrable Notes and
the underwriters, if any, in connection with the offering and sale of the
Registrable Notes covered by such Prospectus and any amendment or supplement
thereto;

            (g) prior to any public offering of Registrable Notes, register
or qualify, or cooperate with the selling holders of Registrable Notes, the
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes for offer and sale under the
securities or blue sky laws of such jurisdictions within the United States as
the selling holders reasonably request in writing (provided that, if
Registrable Notes are offered other than through an Underwritten Offering,
the Company agrees to cause its counsel to perform blue sky investigations
and file registrations and qualifications required to be filed pursuant to
this Section 5(g)); keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement
is required to be kept effective; and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Notes covered by the applicable Registration Statement; provided,
however, that the Company will not be required to qualify as a foreign
corporation, or to do business, to file a general consent or take any action
which would subject it to service of process in any jurisdiction or take any
action which would subject itself to taxation in any such jurisdiction;

            (h) if a Shelf Registration Statement is filed pursuant to
Section 3, cooperate with the Trustee and the selling holders of Registrable
Notes to facilitate the timely preparation


                                       11
<Page>

and delivery of certificates representing Registrable Notes to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company, and enable such
Registrable Notes to be in such authorized denominations and registered in
such names as the holders may reasonably request at least three Business Days
prior to any such sale;

            (i) if a Shelf Registration Statement is filed pursuant to
Section 3, upon the occurrence of any event contemplated by Section 5(c),
prepare a supplement or post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any document
incorporated therein by reference or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Notes,
such Prospectus will not contain an untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.  If
the Company so notifies the holders to suspend the use of the Prospectus
after the occurrence of such an event, the holders shall suspend use of the
Prospectus, and not communicate such material non-public information to any
third party, and not sell or purchase, or offer to sell or purchase, any
securities of the Company, until the Company has amended or supplemented the
Prospectus to correct such misstatement or omission;

            (j) use its reasonable best efforts to cause the Registrable
Notes covered by the Registration Statement to continue to be rated by the
rating agencies that initially rated the Initial Notes during the period that
the Registration Statement is required hereunder to remain effective (it
being acknowledged, however, that the foregoing shall not be deemed to
require the Company to maintain the rating of such Registrable Notes at the
rating given to the Initial Notes);

            (k) prior to the effective date of the first Registration
Statement relating to the Registrable Notes or the Exchange Notes, as the
case may be, (i) provide the Trustee with printed certificates for such
securities in definitive form or in a global form eligible for deposit with
The Depository Trust Company and (ii) provide a CUSIP number for such
Registrable Notes or Exchange Notes represented by such certificates;

            (l) if a Shelf Registration Statement is filed pursuant to
Section 3, enter into such reasonably required agreements and take all other
appropriate actions in order to expedite or facilitate the registration or
the disposition of such Registrable Notes;

            (m) in the event of any Underwritten Offering (which shall only
be undertaken at the option of the Company), if a Shelf Registration
Statement is filed pursuant to Section 3, make available prior to the filing
thereof for inspection by a representative of the holders of a majority in
aggregate principal amount of the Registrable Notes being sold, and the
Special Counsel, on the one hand, or underwriter on the other hand
(collectively, the "INSPECTORS"), during reasonable business hours, all
financial and other records, pertinent corporate documents and properties of
the Company (collectively, the "RECORDS"), and cause the officers, directors
and employees of the Company to supply all relevant information as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities; PROVIDED, HOWEVER, that, as a condition to supplying such
information, the Company shall receive an agreement in writing from the
Special Counsel agreeing that any information that is designated in writing
by the


                                       12
<Page>

Company, in good faith, as confidential at the time of delivery of such
information shall be kept confidential by such Inspector (other than as to
holders of Registrable Notes) and by any holders of Registrable Notes
receiving such information, unless (i) disclosure of such information is
required pursuant to applicable law or by court or administrative order, (ii)
disclosure of such information is, in the reasonable opinion of counsel to
the Company, necessary to avoid or correct a misstatement or omission of a
material fact in the Registration Statement, Prospectus or any supplement or
post-effective amendment thereto or disclosure is otherwise required by law,
(iii) such information becomes generally available to the public other than
as a result of a disclosure by any Inspector or any such holder of
Registrable Notes in violation of this Section 5(m) or (iv) such information
is approved for release by the Company, in writing;

            (n) use its best efforts to cause the Indenture or the trust
indenture provided for in Section 2, as the case may be, to be qualified
under the TIA not later than the effective date of such Registration
Statement; and, in connection therewith, cooperate with the Trustee under the
Indenture and the holders of the Registrable Notes to effect such changes to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and execute, and use its best efforts to
cause such Trustee to execute, all documents as may be required to effect
such changes, and all other forms and documents required to be filed with the
Commission to enable the Indenture or the trust indenture provided for in
Section 2 to be so qualified in a timely manner;

            (o) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission.

For purposes of the covenants set forth in this Section 5, references to a
Shelf Registration Statement, including a Shelf Registration Statement filed
pursuant to Section 3, shall be deemed to include any Registration Statement,
filed pursuant to Section 2, which covers, for the period set forth therein,
resales of Exchange Notes held by Restricted Persons as provided in Section
2, and, in connection with such resales such Restricted Persons shall be
entitled to exercise all rights, receive all notices and copies of documents,
and otherwise receive all benefits afforded to sellers or holders of
Registrable Notes under this Section 5 in connection with a Shelf
Registration Statement.  Without limiting the generality of the foregoing,
the Company agrees to fulfill its obligations set forth in Sections 5(a),
(b), (c), (d), (e), (f), (h), (i), (l) and (m) with respect to any such
Registration Statement filed pursuant to Section 2 insofar as it covers such
resales.

The Company may require each seller of Registrable Notes as to which any
registration is being effected, as a condition thereto, to furnish to the
Company such information regarding the holder and the distribution of such
Registrable Notes as the Company may, from time to time, request in writing,
including without limitation stating (i) that it is not an Affiliate of the
Company, (ii) the amount of Registrable Notes held by such holder prior to
the Exchange Offer, (iii) the amount of Registrable Notes owned by such
holder to be exchanged in the Exchange Offer, and representing that such
holder is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any Person to participate in, a
distribution of the Exchange Notes to be issued, and (iv) that it is
acquiring the Exchange Notes in its ordinary course of business, and to
covenant and agree to promptly notify the Company if any such information so
provided by such seller ceases to be true and correct and will promptly
thereafter furnish the


                                       13
<Page>

Company with corrected information.  The Company may exclude from such
registration the Registrable Notes of any Person who fails to furnish such
information within a reasonable time after receiving such request.

Each holder of Registrable Notes agrees by acquisition of such Registrable
Notes that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(v) or
5(c)(vi) hereof, such holder shall forthwith discontinue disposition of such
Registrable Notes covered by such Registration Statement or Prospectus until
such holder is advised in writing (the "ADVICE") by the Company that the use
of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto and, if so directed by the Company, such
holder will deliver to the Company (at such holder's expense) all copies in
its possession, other than permanent file copies then in such holder's
possession, of the prospectus covering such Registrable Notes current at the
time of receipt of such notice, or certify in writing as to the destruction
thereof.  In the event the Company shall give any such notice, the length of
the Effective Period shall be extended by the number of days during such
period from and including the date of the giving of such notice to and
including the date when each seller of Registrable Notes covered by such
Registration Statement shall have received (x) the copies of the supplemented
or amended Prospectus contemplated by Section 5(i) or (y) the Advice.

            SECTION 6. DELIVERY OF PROSPECTUS; NOTIFICATION UPON RESALE. The
Initial Purchasers acknowledge that it is the position of the staff of the
Commission that any broker-dealer that receives Exchange Notes for its own
account in exchange for Registrable Notes pursuant to the Exchange Offer must
deliver a prospectus in connection with any resale of such Resale Notes.  By
so acknowledging, such Initial Purchasers shall not be deemed to admit that,
by delivering a prospectus, it is an underwriter within the meaning of the
Securities Act.

Each Initial Purchaser shall notify the Company promptly upon the completion
of the resale of the Resale Notes received by such Initial Purchaser pursuant
to the Exchange Offer.

            SECTION 7. REGISTRATION EXPENSES.  The Company shall bear all
expenses incurred in connection with the performance of its obligations under
Sections 2, 3 and 4; PROVIDED, HOWEVER, that the Company shall bear or
reimburse the holders for the reasonable fees and disbursements of only one
counsel, the Special Counsel, in accordance with the terms of the Purchase
Agreement; PROVIDED, FURTHER, HOWEVER, that if the Company opts for an
Underwritten Offering, the Company shall not be responsible for any fees and
expenses of any underwriter, including any underwriting discounts and
commissions or any legal fees and expenses of counsel to the underwriters
(except for the reasonable fees and disbursements of counsel in connection
with state securities or blue sky qualification of any of the Registrable
Notes or the Exchange Notes).

            SECTION 8. INDEMNIFICATION AND CONTRIBUTION.

            (a) The Company agrees to (A) indemnify and hold harmless each
holder of Registrable Notes (including any Initial Purchaser which holds
Registrable Notes, including Resale Notes, for its own account (each, a
"RESALE INITIAL PURCHASER") and each Person, if any, who controls any such
Person within the meaning of either the Securities Act or the Exchange Act
and each director, officer, employee or agent of each such Person) (each a
"HOLDER INDEMNIFIED PARTY") against any and all losses, claims, damages or
liabilities, joint or several, to


                                       14
<Page>

which they or any of them are subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement covering Registrable Notes held by such person or any
Prospectus relating to any such Registration Statement, or any amendment
thereof or supplement thereto and all documents incorporated by reference
therein, or arise out of or are based upon the omission or alleged omission
to state therein a material fact necessary in order to make the statements
therein, in light of the circumstances in which they were made, not
misleading, and (B) reimburse each such Holder Indemnified Party for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action
as such expenses are incurred; PROVIDED, HOWEVER, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made in such Registration
Statement or Prospectus, or in any amendment thereof or supplement thereto,
in reliance upon and in conformity with written information relating to such
holder provided by such holder to the Company specifically for use therein
(collectively, the "HOLDER INFORMATION"); PROVIDED, FURTHER, HOWEVER, that
the indemnity obligations arising out of this Section 8 with respect to any
untrue statement or alleged untrue statement or omission or alleged omission
made in any preliminary Prospectus shall not inure to the benefit of any
holder or any controlling Person of such holder, to the extent that a
Prospectus relating to such Registrable Notes or the Exchange Notes, as the
case may be, was required to be delivered by such holder under the Securities
Act in connection with such sale and any such loss, claim, damage or
liability of such holder results from the fact that such holder failed to
send or deliver to the Person asserting any such losses a copy of the final
Prospectus with or prior to the delivery of the written confirmation of the
sale of the Registrable Notes or the Exchange Notes, as the case may be, and
such final Prospectus would have cured the untrue statement or omission
giving rise to such losses if the Company had previously furnished copies
thereof to such holder.  This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

            (b) As a condition to the inclusion of a holder's Registrable
Notes in a Registration Statement, such holder shall agree to (i) indemnify
and hold harmless the Company and each person who controls the Company within
the meaning of either the Securities Act or the Exchange Act, and each
director, officer, employee or agent of each such person, against any and all
losses, claims, damages or liabilities, joint or several, to which they or
any of them are subject under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in a Registration
Statement covering Registrable Notes held by such holder or any Prospectus
relating to any such Registration Statement or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary in order to make the
statements therein, in light of the circumstances in which they were made,
not misleading, and (ii) reimburse each such indemnified party for any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action
as such expenses are incurred; in each and every case under clause (i) and
(ii) above to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in such
Registration Statement or Prospectus or in any amendment


                                       15
<Page>

thereof or supplement thereto, in reliance upon and in conformity with the
Holder Information.  This indemnity agreement will be in addition to any
liability which any such holder may otherwise have.  In no event shall the
liability of any selling holder of Registrable Notes hereunder be greater in
amount than the dollar amount of the proceeds (net of payment of all
expenses) received by such holder upon the sale (or, in the case of Resale
Notes, the resale) of the Registrable Notes giving rise to such
indemnification obligation.

            (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writing of the
commencement thereof (enclosing a copy of all papers served); but the
omission to so notify the indemnifying party (i) shall not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did
not otherwise learn of such action and such omission results in the
forfeiture by the indemnifying party or material impairment of substantial
rights and defenses and (ii) shall not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than
the indemnification obligations provided in paragraph (a) or (b) above.  In
case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party.  After notice from the indemnifying party to such indemnified party of
its election to so assume the defense of such claim or action, the
indemnifying party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than costs of
investigation; provided that if (i) the defendants in any such action include
both the indemnified party and the indemnifying party, and the indemnified
party shall have received an opinion of counsel reasonably acceptable to the
indemnifying party that representation of both parties by the same counsel
would be inappropriate due to actual or likely conflicts of interest between
them, or (ii) the indemnifying party shall not have employed counsel for the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action, then the indemnified party or
parties shall have the right to select one firm of separate counsel (in
addition to the fees and expenses of local counsel) to assert any separate
legal defenses and to otherwise defend such action on behalf of such
indemnified party or parties.  No indemnifying party shall be liable for any
settlement of any action or claim for monetary damages which an indemnified
party may effect without the written consent of the indemnifying party, which
consent shall not be unreasonably withheld.

            (d) If the indemnification provided for in Section 8(a) or (b)
hereof is for any reason, other than as specified in such provisions,
unavailable to or insufficient to hold harmless an indemnified party, then
each indemnifying party shall contribute to the aggregate losses, claims,
damages or liabilities (or actions in respect thereof) referred to in Section
8(a) or (b) hereof in such proportion as is appropriate to reflect the
relative fault and benefits to the Company on the one hand and such holders
on the other hand in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable considerations.  The
relative fault of the Company and such holders shall be determined by
reference to, among other things, the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent any untrue


                                       16
<Page>

statement or omission.  The obligations of the holders in this Section 8(d)
are several in proportion to their respective obligations hereunder and not
joint.  Notwithstanding the provisions of this Section 8(d), in no event
shall any holder of Registrable Notes be required to contribute any amount
which is in excess of (i) the aggregate principal amount of Initial Notes
sold or exchanged by such holder less (ii) the amount of any damages that
such person has otherwise been required to pay by reason of such alleged
untrue statement or omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  For purposes of this Section 8, each Holder
Indemnified Party shall have the same rights to contribution as a holder, and
each person who controls the Company within the meaning of either the
Securities Act or the Exchange Act and each officer, director, employee and
agent of such person, shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
Section 8(d).  Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against
such party in respect of which a claim for contribution may be made against
another party or parties under this Section 8(d), notify such party or
parties from whom contribution may be sought; but the omission to so notify
such party or parties (x) shall not relieve the party or parties from whom
contribution may be sought from any liability under this paragraph (d) unless
and to the extent it did not otherwise learn of such action and such omission
results in the forfeiture by the party or parties from whom contribution may
be sought or material impairment of substantial rights and defenses and (y)
shall not, in any event, relieve such party or parties from any obligations
other than under this Section 8(d).

            (e) The provisions of this Section 8 will remain in full force
and effect, regardless of any investigation made by or on behalf of any
holder of Registrable Notes, the Initial Purchasers, the Company or any of
the officers, directors or controlling persons referred to in this Section 8
and will survive the sale (or, in the case of Resale Notes, the resale) by a
holder of Registrable Notes of such Registrable Notes.


                                       17
<Page>

            SECTION 9. UNDERWRITTEN REGISTRATIONS (IF ANY).  No holder may
participate in any Underwritten Registration, which Underwritten Registration
shall only be undertaken at the option of the Company, unless such holder (a)
agrees to sell such holder's Initial Notes on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.

            SECTION 10. TERMINATION. In the event that no Initial Notes are
sold to the Initial Purchasers pursuant to the Purchase Agreement, this
Agreement shall automatically terminate, without liability on the part of any
party.  Upon the fulfillment of all obligations on the part of the Company to
register the Initial Notes as set forth herein (including maintaining the
effectiveness of any applicable Registration Statements), this Agreement
shall terminate; provided that the provisions of Sections 7 and 8 hereof
shall survive any termination and remain in full force and effect.

            SECTION 11. MISCELLANEOUS.

            (a) NO INCONSISTENT AGREEMENTS.  The Company neither has, as of
the date hereof, entered into, nor shall, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with
the rights granted to the holders of Registrable Notes herein or otherwise
conflicts with the provisions hereof.

            (b) AMENDMENTS AND WAIVERS.  The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has obtained the written consent
of holders of at least a majority of the then outstanding aggregate principal
amount of the Registrable Notes (or, after the consummation of any Exchange
Offer in accordance with Section 2, of Exchange Notes); PROVIDED that, with
respect to any matter that directly or indirectly affects the rights of any
Restricted Person hereunder occurring within the period in which the Initial
Registration Statement is open for the Restricted Persons, the Company shall
obtain the written consent of each such Restricted Person against which such
amendment, modification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing (except for the foregoing proviso), a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of holders of Registrable Notes whose
securities are being sold or exchanged pursuant to a Registration Statement
and that does not directly or indirectly affect the rights of other holders
of Registrable Notes may be given by holders of at least a majority in
aggregate principal amount of the Registrable Notes being sold or exchanged
by such holders pursuant to such Registration Statement; PROVIDED, HOWEVER,
that the provisions of this sentence may not be amended, modified or
supplemented except in accordance with the provisions of the immediately
preceding sentence.  Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Resale Initial Purchasers and that does not
directly or indirectly affect the rights of holders of Registrable Notes or
Exchange Notes may be given by each of the Resale Initial Purchasers affected
thereby.


                                       18
<Page>

            (c) NOTICES.  All notices and other communications (including,
without limitation, any notices or other communications to the Trustee)
provided for or permitted hereunder shall be made in writing and delivered by
hand delivery, registered first-class mail, next-day air courier or
telecopier:

            (i) if to a holder of Registrable Notes, at the most current
      address given by such holder to the Company in accordance with the
      provisions of this Section 11(c), which address initially is, with
      respect to the Initial Purchasers, at the address set forth in the
      Purchase Agreement and thereafter at the address for such holders of
      Registrable Notes set forth in the Security Register applicable to such
      Registrable Notes; and

            (ii) if to the Company, initially at the address set forth in
      the Purchase Agreement and thereafter at such other address, notice of
      which is given in accordance with the provisions of this Section 11(c).

All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; one Business Day
after being timely delivered to a next-day air courier; and when received, if
telecopied.

Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

            (d) SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties hereto, including, without limitation and without the need for an
express assignment or any consent by the Company thereto, subsequent holders
of Registrable Notes.

            (e) COUNTERPARTS.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

            (f) HEADINGS.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

            (g) GOVERNING LAW.  This Agreement and the rights and duties of
the parties hereunder shall be governed by, and construed in accordance with,
the laws of the State of New York.  Each of the parties hereto hereby submits
to the non-exclusive jurisdiction of the Federal and State Courts of the
Borough of Manhattan in the City of New York in any suit or proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby.

            (h) SEVERABILITY.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent
permitted by law.


                                       19
<Page>

            (i) ENTIRE AGREEMENT.  This Agreement, together with the
Purchase Agreement, is intended by the parties as a final expression of their
agreement, and is intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein.  There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
and therein.  This Agreement, together with the Purchase Agreement,
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

            (j) NOTES HELD BY THE COMPANY, ETC.  Whenever the consent or
approval of holders of a specified percentage of principal amount of
Registrable Notes is required hereunder, Registrable Notes held by the
Company or any of its Affiliates (other than subsequent holders of
Registrable Notes if such subsequent holders are deemed to be Affiliates
solely by reason of their holdings of such Registrable Notes) shall not be
counted in determining whether such consent or approval was given by the
holders of such required percentage.


                                       20
<Page>

                                                                    Exhibit 4.2

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company in accordance with its
terms.



                                       Very truly yours,


                                       EDISON MISSION ENERGY


                                       By:/s/ Steven Eisenberg
                                          -----------------------------------
                                          Name:   Steven Eisenberg
                                          Title:  Vice President and
                                                  Associate General Counsel


The foregoing Registration Rights
Agreement is hereby confirmed
and accepted as of the date first
above written


CREDIT SUISSE FIRST BOSTON CORPORATION
BMO NESBITT BURNS CORP.
SALOMON SMITH BARNEY INC.
SG COWEN SECURITIES CORPORATION
TD SECURITIES (USA) INC.
WESTDEUTSCHE LANDESBANK GIROZENTRALE (DUSSELDORF)


   By: CREDIT SUISSE FIRST BOSTON CORPORATION


   By:/s/ James Bartlett
      ---------------------------------------
      Name:   James Bartlett
      Title:  Director