<Page>

                                                                   Exhibit 10.92

                                 EXECUTION COPY

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


                                CREDIT AGREEMENT


                         DATED AS OF SEPTEMBER 13, 2001


                                      AMONG


                              EDISON MISSION ENERGY


                                       AND


                     CERTAIN COMMERCIAL LENDING INSTITUTIONS


                                       AND


                               CITICORP USA, INC.,


                     AS ADMINISTRATIVE AGENT FOR THE LENDERS


                                       AND

                                 CITIBANK, N.A.,

                                AS ISSUING LENDER

                                  ARRANGED BY:

                               BMO NESBITT BURNS,
                           CREDIT SUISSE FIRST BOSTON,
                                SOCIETE GENERALE,
                           SALOMON SMITH BARNEY INC.,
                           TD SECURITIES (USA) INC AND
              WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH

                                AS LEAD ARRANGERS

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                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                               Page
<S>                                                                                                             <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.......................................................................1
         SECTION 1.1 DEFINED TERMS...............................................................................1
         SECTION 1.2 USE OF DEFINED TERMS.......................................................................19
         SECTION 1.3 CROSS-REFERENCES...........................................................................19
         SECTION 1.4 ACCOUNTING AND FINANCIAL DETERMINATIONS....................................................19

ARTICLE II COMMITMENTS AND BORROWING PROCEDURES.................................................................19
         SECTION 2.1 COMMITMENTS................................................................................19
         SECTION 2.1.1 COMMITMENTS..............................................................................20
         SECTION 2.1.2 LENDERS NOT REQUIRED TO MAKE LOANS.......................................................20
         SECTION 2.2 REDUCTION OF THE TOTAL COMMITMENT AMOUNT...................................................20
         SECTION 2.3 BORROWING PROCEDURE........................................................................21
         SECTION 2.4 CONTINUATION AND CONVERSION ELECTIONS......................................................21
         SECTION 2.5 FUNDING....................................................................................21

ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES..........................................................22
         SECTION 3.1 REPAYMENTS AND PREPAYMENTS.................................................................22
         SECTION 3.1.1 OPTIONAL PREPAYMENTS.....................................................................22
         SECTION 3.2 INTEREST PROVISIONS........................................................................23
         SECTION 3.2.1 RATES....................................................................................23
         SECTION 3.2.2 POST-MATURITY RATES; DEFAULT RATES.......................................................24
         SECTION 3.2.3 PAYMENT DATES............................................................................24
         SECTION 3.2.4 INTEREST RATE DETERMINATION..............................................................25
         SECTION 3.3 FEES.......................................................................................25
         SECTION 3.3.1 FACILITY FEE.............................................................................25
         SECTION 3.3.2 ADMINISTRATIVE AGENT'S FEE AND MISCELLANEOUS FEES........................................25

ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS...............................................................25
         SECTION 4.1 LIBO RATE LENDING UNLAWFUL.................................................................25
         SECTION 4.2 INABILITY TO DETERMINE RATES...............................................................26
         SECTION 4.3 INCREASED LIBO RATE LOAN COSTS.............................................................26
         SECTION 4.4 OBLIGATION TO MITIGATE.....................................................................26
         SECTION 4.5 FUNDING LOSSES.............................................................................27
         SECTION 4.6 INCREASED CAPITAL COSTS....................................................................27
         SECTION 4.7 TAXES......................................................................................28
         SECTION 4.8 PAYMENTS, COMPUTATIONS.....................................................................29
         SECTION 4.9 SHARING OF PAYMENTS........................................................................30
         SECTION 4.10 SETOFF....................................................................................30
         SECTION 4.11 REPLACEMENT OF LENDER.....................................................................30

                                      -i-

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ARTICLE V THE LETTERS OF CREDIT.................................................................................31
         SECTION 5.1 THE LETTER OF CREDIT COMMITMENT............................................................31
         SECTION 5.1.1 ISSUANCE, AMENDMENT AND RENEWAL OF LETTERS OF CREDIT.....................................33
         SECTION 5.1.2 RISK PARTICIPATIONS, DRAWINGS AND REIMBURSEMENTS.........................................35
         SECTION 5.1.3 REPAYMENT OF PARTICIPATIONS..............................................................37
         SECTION 5.1.4 ROLE OF THE ISSUING LENDER...............................................................37
         SECTION 5.1.5 OBLIGATIONS ABSOLUTE.....................................................................38
         SECTION 5.2 CASH COLLATERALIZATION.....................................................................39
         SECTION 5.3 LETTER OF CREDIT FEES......................................................................39
         SECTION 5.4 ISSUANCE OF LETTERS OF CREDIT IN OFFSHORE CURRENCIES.......................................40
         SECTION 5.5 UNIFORM CUSTOMS AND PRACTICE...............................................................41
         SECTION 5.6 ADDITIONAL AND SUCCESSOR ISSUING LENDERS...................................................41
         SECTION 5.7 CURRENCY EXCHANGE FLUCTUATIONS.............................................................41

ARTICLE VI CONDITIONS TO LOANS..................................................................................42
         SECTION 6.1 CONDITIONS TO EFFECTIVENESS................................................................42
         SECTION 6.1.1 DELIVERY OF LOAN DOCUMENTS...............................................................42
         SECTION 6.1.2 OFFICER'S CERTIFICATE....................................................................42
         SECTION 6.1.3 RESOLUTIONS..............................................................................42
         SECTION 6.1.4 OPINIONS OF COUNSEL......................................................................42
         SECTION 6.1.5 CLOSING FEES, EXPENSES...................................................................42
         SECTION 6.1.6 FINANCIAL STATEMENTS.....................................................................42
         SECTION 6.1.7 DEBT RATINGS.............................................................................43
         SECTION 6.1.8 REPAYMENT OF EXISTING CREDIT AGREEMENTS..................................................43
         SECTION 6.2 ALL CREDIT EXTENSIONS......................................................................43
         SECTION 6.2.1 REPRESENTATIONS AND WARRANTIES; NO DEFAULT...............................................43
         SECTION 6.2.2 BORROWING REQUEST........................................................................43
         SECTION 6.2.3 SATISFACTORY LEGAL FORM..................................................................43

ARTICLE VII REPRESENTATIONS AND WARRANTIES......................................................................44
         SECTION 7.1 ORGANIZATION; POWER; COMPLIANCE WITH LAW AND CONTRACTUAL OBLIGATIONS.......................44
         SECTION 7.2 DUE AUTHORIZATION; NON-CONTRAVENTION.......................................................44
         SECTION 7.3 GOVERNMENTAL APPROVAL; REGULATION..........................................................44
         SECTION 7.4 VALIDITY...................................................................................45
         SECTION 7.5 FINANCIAL INFORMATION......................................................................45
         SECTION 7.6 NO MATERIAL ADVERSE CHANGE.................................................................45
         SECTION 7.7 LITIGATION.................................................................................45
         SECTION 7.8 OWNERSHIP OF PROPERTIES....................................................................45
         SECTION 7.9 TAXES......................................................................................45
         SECTION 7.10 PENSION AND WELFARE PLANS.................................................................45
         SECTION 7.11 ENVIRONMENTAL WARRANTIES..................................................................46
         SECTION 7.12 REGULATIONS T, U AND X....................................................................46
         SECTION 7.13 ACCURACY OF INFORMATION...................................................................47
         SECTION 7.14 THE OBLIGATIONS...........................................................................47

                                      -ii-

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ARTICLE VIII COVENANTS..........................................................................................47
         SECTION 8.1 AFFIRMATIVE COVENANTS......................................................................47
         SECTION 8.1.1 FINANCIAL INFORMATION, REPORTS, NOTICES..................................................47
         SECTION 8.1.2 COMPLIANCE WITH LAWS.....................................................................49
         SECTION 8.1.3 MAINTENANCE OF PROPERTIES................................................................49
         SECTION 8.1.4 INSURANCE................................................................................49
         SECTION 8.1.5 BOOKS AND RECORDS........................................................................49
         SECTION 8.1.6 ENVIRONMENTAL COVENANT...................................................................49
         SECTION 8.1.7 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.........................................50
         SECTION 8.1.8 USE OF PROCEEDS..........................................................................50
         SECTION 8.1.9 INDEPENDENT DIRECTOR.....................................................................50
         SECTION 8.1.10 ARTICLES OF INCORPORATION...............................................................50
         SECTION 8.2 NEGATIVE COVENANTS.........................................................................50
         SECTION 8.2.1 RESTRICTIONS ON SECURED INDEBTEDNESS.....................................................50
         SECTION 8.2.2 LIENS....................................................................................51
         SECTION 8.2.3 INVESTMENTS..............................................................................52
         SECTION 8.2.4 CONSOLIDATION, MERGER....................................................................52
         SECTION 8.2.5 ASSET DISPOSITIONS.......................................................................53
         SECTION 8.2.6 TRANSACTIONS WITH AFFILIATES.............................................................53
         SECTION 8.2.7 RESTRICTIVE AGREEMENTS...................................................................53
         SECTION 8.2.8 INTEREST COVERAGE........................................................................54
         SECTION 8.2.9 RECOURSE DEBT TO RECOURSE CAPITAL RATIO..................................................54
         SECTION 8.3 ERISA......................................................................................54

ARTICLE IX EVENTS OF DEFAULT....................................................................................54
         SECTION 9.1 LISTING OF EVENTS OF DEFAULT...............................................................54
         SECTION 9.1.1 NON-PAYMENT OF OBLIGATIONS...............................................................54
         SECTION 9.1.2 BREACH OF WARRANTY.......................................................................55
         SECTION 9.1.3 NON-PERFORMANCE OF CERTAIN COVENANTS AND OBLIGATIONS.....................................55
         SECTION 9.1.4 NON-PERFORMANCE OF OTHER COVENANTS AND OBLIGATIONS.......................................55
         SECTION 9.1.5 DEFAULT ON OTHER INDEBTEDNESS............................................................55
         SECTION 9.1.6 JUDGMENTS................................................................................55
         SECTION 9.1.7 PENSION PLANS............................................................................55
         SECTION 9.1.8 BANKRUPTCY, INSOLVENCY...................................................................56
         SECTION 9.2 ACTION IF BANKRUPTCY.......................................................................57
         SECTION 9.3 ACTION IF OTHER EVENT OF DEFAULT...........................................................57
         SECTION 9.4 RESCISSION OF DECLARATION..................................................................57

ARTICLE X THE ADMINISTRATIVE AGENT..............................................................................57
         SECTION 10.1 ACTIONS...................................................................................57
         SECTION 10.2 FUNDING RELIANCE..........................................................................58
         SECTION 10.3 EXCULPATION...............................................................................59
         SECTION 10.4 SUCCESSOR.................................................................................59
         SECTION 10.5 LOANS BY CUSA.............................................................................59
         SECTION 10.6 RELIANCE BY ADMINISTRATIVE AGENT..........................................................60

                                     -iii-

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         SECTION 10.7 NOTICE OF DEFAULT.........................................................................60
         SECTION 10.8 CREDIT DECISIONS..........................................................................60
         SECTION 10.9 COPIES....................................................................................61

ARTICLE XI MISCELLANEOUS PROVISIONS.............................................................................61
         SECTION 11.1 WAIVERS, AMENDMENTS.......................................................................61
         SECTION 11.2 NOTICES...................................................................................62
         SECTION 11.3 PAYMENT OF COSTS AND EXPENSES.............................................................62
         SECTION 11.4 INDEMNIFICATION...........................................................................63
         SECTION 11.5 SURVIVAL..................................................................................64
         SECTION 11.6 SEVERABILITY..............................................................................64
         SECTION 11.7 HEADINGS..................................................................................64
         SECTION 11.8 EXECUTION IN COUNTERPARTS.................................................................64
         SECTION 11.9 GOVERNING LAW; ENTIRE AGREEMENT...........................................................64
         SECTION 11.10 SUCCESSORS AND ASSIGNS...................................................................65
         SECTION 11.11 SALE AND TRANSFER OF LOANS AND NOTES; PARTICIPATIONS IN LOANS AND NOTES..................65
         SECTION 11.11.1 ASSIGNMENTS............................................................................65
         SECTION 11.11.2 PARTICIPATIONS.........................................................................67
         SECTION 11.12 OTHER TRANSACTIONS.......................................................................68
         SECTION 11.13 SUBMISSION TO JURISDICTION; WAIVERS......................................................68
         SECTION 11.14 WAIVERS OF JURY TRIAL....................................................................69
         SECTION 11.15 NON-RECOURSE PERSONS.....................................................................69
         SECTION 11.16 ACKNOWLEDGMENTS..........................................................................69
         SECTION 11.17 CONFIDENTIALITY..........................................................................69
</Table>



Annex I     -    Tranche A Pricing Grid
Annex II    -    Tranche B Pricing Grid

SCHEDULES
1.1(a)      -    Commitments
1.1(b)      -    Addresses for Notices and Lending Offices
5.1         -    Existing Letters of Credit
5.4         -    Agreed Alternative Currency

EXHIBITS

A - Form of Note
A-1 - Form of Tranche A Note
A-2 - Form of Tranche B Note
B - Form of Borrowing Request
C - Form of Continuation/Conversion Notice
D - Form of Lender Assignment Agreement


                                      -iv-

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         CREDIT AGREEMENT dated as of September 13, 2001 among EDISON MISSION
ENERGY, the various financial institutions as are or may become parties hereto
(collectively, the "LENDERS"), WESTDEUTSCHE LANDESBANK GIROZENTALE, NEW YORK
BRANCH, as documentation agent (in such capacity, the "Documentation Agent"),
CITICORP USA, INC. ("CUSA"), as administrative agent for the Lenders (in such
capacity, the "ADMINISTRATIVE AGENT") and CITIBANK, N.A., as issuing lender (in
such capacity, the "ISSUING LENDER").

                                    RECITALS

         A. The Borrower has requested that the Lenders establish a credit
facility for general corporate purposes (including without limitation, to
refinance certain existing Indebtedness of the Borrower, to finance equity
investments in certain projects of the Borrower, to provide working capital, for
the issuance of the letters of credit and to finance capital expenditures); and

         B. The Lenders are willing to make such credit facility available upon
and subject to the terms and conditions hereinafter set forth;

         NOW, THEREFORE, the parties hereto agree as follows:


                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1 DEFINED TERMS. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

         "ADMINISTRATIVE AGENT" means CUSA in its capacity as administrative
agent for the Lenders hereunder, and includes each other Person as may have
subsequently been appointed as the successor Administrative Agent pursuant to
SECTION 10.4.

         "AFFILIATE" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Pension Plan or Welfare Plan). A Person shall be deemed to be
"controlled by" any other Person if such other Person possesses, directly or
indirectly, power to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.

         "AFFILIATE BANKRUPTCY EVENT" means, with respect to Edison
International or any of its Subsidiaries (other than the Borrower), such Person
shall:

                  (a) apply for, consent to, or acquiesce in, or suffer to
         exist, the appointment of a trustee, receiver, sequestrator or other
         custodian for such Person or a substantial portion of its property, or
         make a general assignment for the benefit of creditors; or

                                      -1-

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                  (b) permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law, or any dissolution,
         winding up or liquidation proceeding, in respect of such Person.

         "AGENT-RELATED PERSONS" means CUSA and any successor agent arising
under SECTION 10.4, together with their respective Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

         "AGREED ALTERNATIVE CURRENCY" shall mean the eurocurrencies listed on
SCHEDULE 5.4, pursuant to the procedures specified in SECTION 5.4(B).

         "AGREEMENT" means, on any date, this Credit Agreement as originally in
effect on the Effective Date and as thereafter from time to time amended,
supplemented, amended and restated, or otherwise modified and in effect on such
date.

         "ALTERNATE BASE RATE" means, on any date and with respect to all Base
Rate Loans, a fluctuating rate of interest per annum equal to the higher of:

                  (a) the rate of interest in effect for such day as publicly
         announced from time to time by the Administrative Agent at its
         principal office in New York, New York, as its "base rate" (or such
         other term used by any successor Administrative Agent). The "base rate"
         is a rate set by the Administrative Agent based upon various factors
         including the Administrative Agent's cost and desired return, general
         economic conditions and other factors, and is used as a reference point
         for pricing some loans, which may be priced at, above, or below such
         announced rate; or

                  (b) the Federal Funds Rate most recently determined by the
         Administrative Agent plus 1/2 of 1%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of
interest determined by the Administrative Agent in connection with extensions of
credit. Changes in the rate of interest on that portion of any Loans maintained
as Base Rate Loans will take effect simultaneously with each change in the
Alternate Base Rate. The Administrative Agent will give notice promptly to the
Borrower and the Lenders of changes in the Alternate Base Rate.

         "APPLICABLE CURRENCY" means, as to any particular payment or Loan or
L/C Obligation, Dollars or the Offshore Currency in which it is denominated or
is payable, and, if no Applicable Currency is specified, shall mean Dollars.

         "APPLICABLE MARGIN" means, for any day with respect to any LIBO Rate
Loans or Base Rate Loans, the rate per annum in effect for such day based on the
Borrower's Debt Rating for such day determined as provided in: (a) the Tranche A
Pricing Grid for Tranche A Loans; and (b) the Tranche B Pricing Grid for Tranche
B Loans.

         "AUTHORIZED REPRESENTATIVE" means, relative to the Borrower, those of
its officers and employees whose signatures and incumbency shall have been
certified to the Administrative Agent and the Lenders pursuant to SECTION 6.1.3.


                                      -2-
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         "BASE RATE LOAN" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate plus the Applicable Margin
from time to time in effect.

         "BORROWER" means Edison Mission Energy, a California corporation, which
shall, after giving effect to a proposed merger in compliance with SECTION
8.2.4, be succeeded by a Delaware corporation with the same name and other
permitted successors in accordance with SECTION 8.2.4.

         "BORROWING" means Loans of the same type and, in the case of LIBO Rate
Loans having the same Interest Period, made by all Lenders on the same Business
Day and pursuant to the same Borrowing Request in accordance with SECTION 2.1.

         "BORROWING DATE" means any Business Day specified in a notice pursuant
to SECTION 2.3 as a date which the Borrower requests the Lenders to make Loans.

         "BORROWING REQUEST" means a loan request and certificate duly executed
by an Authorized Representative of the Borrower, substantially in the form of
EXHIBIT B hereto, with respect to Loans, and means an L/C Application duly
executed by an Authorized Representative of the Borrower, with respect to
Letters of Credit.

         "BUSINESS DAY" means:

                  (a) any day which is neither a Saturday or Sunday nor a legal
         holiday on which the Lenders are authorized or required to be closed in
         New York, New York; and

                  (b) relative to the making, continuing, prepaying or repaying
         of any LIBO Rate Loans, any day on which dealings in Dollars are
         carried on in the London interbank market.

         "CAPITALIZED LEASE LIABILITIES" of any Person means all monetary
obligations of such Person under any leasing or similar arrangement which, in
accordance with GAAP, would be classified as capitalized leases, and, for
purposes of each Loan Document, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP.

         "CASH COLLATERALIZE" means to pledge and deposit with or deliver to the
Administrative Agent in accordance with SECTION 5.2, for the ratable benefit of
the Administrative Agent, the Issuing Lender and the Lenders, as collateral for
the L/C Obligations, cash or deposit account balances pursuant to documentation
in form and substance satisfactory to the Administrative Agent and the Issuing
Lender.

         "CASH EQUIVALENT INVESTMENT" means, at any time:

                  (a) any evidence of Indebtedness, maturing not more than one
         year after such time, issued or guaranteed by the United States
         Government or an agency thereof; or

                  (b) other investments in securities or bank instruments rated
         at least "A" by S&P and "A2" by Moody's or "A-1" by S&P and "P-1" by
         Moody's and with maturities of less than 180 days.


                                      -3-
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         "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMITMENT" means, collectively, the Tranche A Commitment and the
Tranche B Commitment.

         "COMMITMENT TERMINATION EVENT" means:

                  (a) the occurrence of any Default described in CLAUSES (A)
         through (E) of SECTION 9.1.8 with respect to the Borrower; or

                  (b) the occurrence and continuance of any other Event of
         Default and the declaration of the Loans to be due and payable pursuant
         to SECTION 9.3.

         "COMPUTATION DATE" has the meaning specified in SECTION 5.4(C).

         "CONSOLIDATED NET WORTH" means, at any date, the consolidated
stockholders' equity of the Borrower and its Consolidated Subsidiaries
determined as of such date without giving effect to any accumulated other
comprehensive gain or loss after December 31, 1999 plus, to the extent not
otherwise included therein, (a) the liquidation preference at such date of
non-redeemable preferred stock of the Borrower and (b) to the extent not
included therein, Equity Preferred Securities.

         "CONSOLIDATED OPERATING PROJECTS" means any electric generation
facilities, oil and gas properties, trading activities, and operation and
maintenance services in which the Borrower or its Subsidiaries have a direct or
indirect ownership greater than 50%.

         "CONSOLIDATED SUBSIDIARY" means, at any date with respect to any
Person, any Subsidiary of such Person or other entity the accounts of which
would be consolidated with those of such Person in its consolidated financial
statements if such statements were prepared as of such date.

         "CONTINGENT LIABILITY" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount of the debt, obligation or other liability guaranteed thereby;
PROVIDED, HOWEVER, that if the maximum amount of the debt, obligation or other
liability guaranteed thereby has not been established, the amount of such
Contingent Liability shall be the maximum reasonably anticipated amount of the
debt, obligation or other liability; PROVIDED, FURTHER, HOWEVER, that any
agreement to limit the maximum amount of such Person's obligation



                                      -4-
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under such Contingent Liability shall not, of and by itself, be deemed to
establish the maximum reasonably anticipated amount of such debt, obligation or
other liability.

         "CONTINUATION/CONVERSION NOTICE" means a notice of continuation or
conversion and certificate duly executed by an Authorized Representative of the
Borrower, substantially in the form of EXHIBIT C.

         "CONTRACTUAL OBLIGATION" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "CONTROLLED GROUP" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414(b) or 414(c) of the
Code or Section 4001 of ERISA.

         "CREDIT EXTENSION" means and includes (a) any Borrowing and (b) any
Issuance of, or participation in, any Letters of Credit.

         "CUSA" has the meaning set forth in the PREAMBLE.

         "DEBT RATING" means a rating of the Borrower's long-term debt which is
not secured or supported by a guarantee, letter of credit or other form of
credit enhancement. If Moody's or S&P shall have changed its system of
classifications after the date hereof, the Borrower's Debt Rating shall be
considered to be at or above a specified level if it is at or above the new
rating which most closely corresponds to the specified level under the old
rating system.

         "DEFAULT" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event of
Default.

         "DERIVATIVES OBLIGATIONS" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions.
For purposes of determining the Recourse Debt to Recourse Capital Ratio on any
date, the Derivatives Obligations of the Borrower shall be determined on a "mark
to market" basis on such date.

         "DISTRIBUTIONS" means any interest or principal payments on loans,
distributions, management fees and dividends to the Borrower or any of its
Subsidiaries made by a Non-Consolidated Operating Project.

         "DOLLAR" and the sign "$" mean lawful money of the United States.

         "DOLLAR EQUIVALENT" means, at any time, (a) as to any amount
denominated in Dollars, the amount thereof at such time and (b) as to any amount
denominated in any other



                                      -5-
<Page>



Offshore Currency, the equivalent amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Spot Rate for the purchase
of Dollars with such Offshore Currency on the most recent Computation Date, as
defined in and provided for in SECTION 5.4(C).

         "DOMESTIC OFFICE" means, relative to any Lender, the office of such
Lender designated on SCHEDULE 1.1(B) or designated in the Lender Assignment
Agreement or such other office of a Lender (or any successor or assign of such
Lender) within the United States as may be designated from time to time by
notice from such Lender, as the case may be, to each other Person party hereto.
A Lender may have separate Domestic Offices for purposes of making, maintaining
or continuing, as the case may be, Base Rate Loans.

         "EDISON INTERNATIONAL" means Edison International, a California
corporation.

         "EFFECTIVE DATE" means the date this Agreement becomes effective
pursuant to SECTION 6.1.

         "ELIGIBLE ASSIGNEE" means (a) a commercial bank or other financial
institution organized or licensed under the laws of the United States, or any
state thereof, and having a combined capital and surplus of at least
$250,000,000; (b) a Person that is primarily engaged in the business of
commercial banking and that is (i) a Subsidiary of a Lender, (ii) a Subsidiary
of a Person of which a Lender is a Subsidiary or (iii) a Person of which a
Lender is a Subsidiary; and (c) an SPC under the circumstances described, and in
accordance with, SECTION 11.11.1(F).

         "ENVIRONMENTAL LAWS" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules, regulations and guidelines (including
consent decrees and administrative orders) relating to Hazardous Materials
and/or to public health and protection of the environment, including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, and the Resource Conservation and Recovery Act, as amended.

         "EQUITY PREFERRED SECURITIES" means securities issued by the Borrower
(a) that are not subject to mandatory redemption or the underlying securities,
if any, of which are not subject to mandatory redemption, (b) that are perpetual
or mature no less than 30 years from the date of issuance, (c) the indebtedness
issued in connection with which, including any guaranty, is subordinate in right
of payment to the unsecured and unsubordinated indebtedness of the issuer of
such indebtedness or guaranty, and (d) the terms of which permit the deferral of
payment of interest or distributions thereon to the date occurring after the
Tranche B Commitment Termination Date.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

         "EVENT OF DEFAULT" has the meaning set forth in SECTION 9.1.

         "EXCLUDED OPERATING CASH FLOW" means, for any period, the excess (if
any) of (a) Operating Cash Flow for such period of each Consolidated Operating
Project unable to make


                                      -6-
<Page>


Subsidiary Payments at the end of such period solely by reason of Restrictive
Financing Documents OVER (b) Subsidiary Payments made by each such Consolidated
Operating Project during such period.

         "FACILITY FEE" has the meaning set forth in SECTION 3.3.1.

         "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to:

                  (a) the weighted average of the rates on overnight federal
         funds transactions with members of the Federal Reserve System arranged
         by federal funds brokers, as published for such day (or, if such day is
         not a Business Day, for the next preceding Business Day) by the Federal
         Reserve Bank of New York; or

                  (b) if such rate is not so published for any day which is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Administrative Agent from not less than
         three of the Lead Arrangers (or if quotations are unavailable from any
         of them, up to three federal funds brokers of recognized standing
         selected by the Administrative Agent).

         "FINANCIAL LETTER OF CREDIT" means a standby or direct pay Letter of
Credit supporting indebtedness owing to third parties, which may include
workers' compensation requirements.

         "FISCAL QUARTER" means any quarter of a Fiscal Year.

         "FISCAL YEAR" means any period of twelve consecutive calendar months
ending on December 31; references to a Fiscal Year with a number corresponding
to any calendar year (E.G., the "2000 Fiscal Year") referred to the Fiscal Year
ending on December 31 occurring during such calendar year.

         "F.R.S. BOARD" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "FUNDS FLOW FROM OPERATIONS" means, for any period, the sum of the
following (computed without duplication) (a) Distributions during such period
plus (b) Operating Cash Flow for such period less (c) Excluded Operating Cash
Flow for such period plus (d) interest income during such period less (e)
Operating Expenses during such period.

         "FX DEALING DESK" means the Foreign Exchange Dealing Desk in New York,
NY of Citibank N.A., or such other of Citibank, N.A.'s offices as Citbank, N.A.
may designate from time to time.

         "GAAP" has the meaning set forth in SECTION 1.4.

         "GRANTING LENDER" has the meaning specified in SECTION 11.11.1(F).

         "GOVERNMENTAL APPROVAL" has the meaning set forth in SECTION 7.3.


                                      -7-
<Page>


         "HAZARDOUS MATERIAL" means:

                  (a) any "hazardous substance", as defined by any Environmental
         Law;

                  (b) any "hazardous waste", as defined by any Environmental
         Law;

                  (c) any petroleum product; or

                  (d) any pollutant or contaminant or hazardous, dangerous or
         toxic chemical, material or substance within the meaning of any
         Environmental Law.

         "HEREIN", "HEREOF", "HERETO", "HEREUNDER" and similar terms contained
in any Loan Document refer to such Loan Document as a whole and not to any
particular Section, paragraph or provision of such Loan Document.

         "HONOR DATE" has the meaning set forth in SECTION 5.1.2(B).

         "INCLUDING" means including without limiting the generality of any
description preceding such term, and, for purposes of each Loan Document, the
parties thereto agree that the rule of EJUSDEM GENERIS shall not be applicable
to limit a general statement, which is followed by or referable to an
enumeration of specific matters, to matters similar to the matters specifically
mentioned.

         "INDEBTEDNESS" of any Person means, without duplication:

                  (a)  all indebtedness for borrowed money;

                  (b) all obligations issued, undertaken or assumed as the
         deferred purchase price of property or services which purchase price is
         due more than six months from the date of incurrence of the obligation
         in respect thereof or is evidenced by a note or other instrument,
         except trade accounts arising in the ordinary course of business;

                  (c) all reimbursement obligations with respect to surety
         bonds, letters of credit (to the extent not collateralized with cash or
         Cash Equivalent Investments), bankers' acceptances and similar
         instruments (in each case, whether or not matured);

                  (d) all obligations evidenced by notes, bonds, debentures or
         similar instruments, including obligations so evidenced incurred in
         connection with the acquisition of property, assets or businesses;

                  (e) all indebtedness created or arising under any conditional
         sale or other title retention agreement, or incurred as financing, in
         either case with respect to property acquired by the Person (even
         though the rights and remedies of the seller or bank under such
         agreement in the event of default are limited to repossession or sale
         of such property);

                  (f)  all Capitalized Lease Liabilities;



                                      -8-
<Page>


                  (g) all net obligations with respect to sales of foreign
         exchange options;

                  (h) all indebtedness referred to in CLAUSES (A) through (G)
         above secured by (or for which the holder of such Indebtedness has an
         existing right, contingent or otherwise, to be secured by) any Lien
         upon or in property (including accounts and contracts rights) owned by
         such Person, even though such Person has not assumed or become liable
         for the payment of such Indebtedness; and

                  (i)  all Contingent Liabilities.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer.

         "INTEREST COVERAGE RATIO" means, for any period, the ratio of (a) Funds
Flow from Operations during such period to (b) Interest Expense for such period.

         "INTEREST EXPENSE" means the accrued interest expense of all the
Borrower's senior recourse indebtedness, but shall exclude any intercompany
obligation on which interest or the equivalent is received by the Borrower.

         "INTEREST PERIOD" means, relative to any LIBO Rate Loan, the period
beginning on (and including) the date on which such LIBO Rate Loan is made or
continued as, or converted into, a LIBO Rate Loan pursuant to SECTION 2.3 or 2.4
and shall end on (but exclude) the day which numerically corresponds to such
date one, two, three or six months thereafter (or shorter or longer period as
agreed to with the Lenders, if such month has no numerically corresponding day,
on the last Business Day of such month), in either case as the Borrower may
select in its relevant notice pursuant to SECTION 2.3 or 2.4; PROVIDED, HOWEVER,
that:

                  (a) the Borrower shall not be permitted to select Interest
         Periods to be in effect at any one time which have expiration dates
         occurring on more than ten different dates or such other larger number
         of dates and on such terms as may be agreed to by the Borrower and the
         Administrative Agent;

                  (b) Interest Periods commencing on the same date for Loans
         comprising part of the same Borrowing shall be of the same duration;

                  (c) if such Interest Period would otherwise end on a day which
         is not a Business Day, such Interest Period shall end on the next
         following Business Day (unless, if such Interest Period applies to LIBO
         Rate Loans, such next following Business Day is the first Business Day
         of a calendar month, in which case such Interest Period shall end on
         the Business Day next preceding such numerically corresponding day);
         and

                  (d) no Interest Period may end later than the date set forth
         in CLAUSE (A) of the definition of "Tranche A Commitment Termination
         Date" or "Tranche B Commitment Termination Date", as applicable.


                                      -9-
<Page>


         "INVESTMENT" means, relative to any Person:

                  (a) any loan or advance made by such Person to any other
         Person (excluding commission, travel and similar advances to officers
         and employees made in the ordinary course of business);

                  (b) any Contingent Liability of such Person; and

                  (c) any ownership or similar interest held by such Person in
         any other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property.

         "ISSUE" means, with respect to any Letter of Credit, to issue or to
extend the expiry of, or to renew or increase the amount of, such Letter of
Credit; and the terms "ISSUED," "ISSUING" and "ISSUANCE" have corresponding
meanings.

         "ISSUING LENDER" means Citibank, N.A. in its capacity as issuer of one
or more Letters of Credit hereunder, together with any additional or successor
letter of credit issuer appointed pursuant to SECTION 5.6 hereof.

         "L/C ADVANCE" means each Lender's participation in any L/C Borrowing in
accordance with its Percentage.

         "L/C APPLICATION" means an application form reasonably satisfactory to
the Issuing Lender for issuances of Financial Letters of Credit or Performance
Letters of Credit or for amendment thereof as shall at any time be in use at the
Issuing Lender, as the Issuing Lender shall request.

         "L/C BORROWING" means an extension of credit resulting from a drawing
under any Letter of Credit which shall not have been reimbursed on the date when
made nor converted into a Borrowing of Tranche A Loans or Tranche B Loans under
SECTION 5.1.2(C).

         "L/C OBLIGATIONS" means, the Tranche A L/C Obligations and the Tranche
B L/C Obligations.

         "L/C RELATED DOCUMENTS" means the Letters of Credit, the L/C
Applications and any other document relating to any Letter of Credit, including
any of the Issuing Lender's standard form documents for letter of credit
issuances.

         "LEAD ARRANGERS" means Credit Suisse First Boston, Salomon Smith Barney
Inc., Societe Generale, BMO Nesbitt Burns, TD Securities (USA) Inc. and
Westdeutsche Landesbank Girozentrale, New York Branch.


                                      -10-
<Page>


         "LENDER ASSIGNMENT AGREEMENT" means a Lender Assignment Agreement,
substantially in the form of EXHIBIT D.

         "LENDERS" has the meaning set forth in the PREAMBLE.

         "LETTERS OF CREDIT" means any Tranche A Letters of Credit and/or
Tranche B Letters of Credit.

         "LEVERAGED LEASE BASIC DOCUMENTS" means the Basic Documents as defined
in the Leveraged Lease Participation Agreement.

         "LEVERAGED LEASE PARTICIPATION AGREEMENT" means, collectively (a) the
Participation Agreement dated as of August 17, 2000 by and among Midwest, Edison
Mission Energy, Powerton Trust I, Powerton Generation I, LLC, Wilmington Trust
Company, United States Trust Company of New York, as Lease Indenture Trustee and
United States Trust Company of New York, as Pass Through Trustee; (b) the
Participation Agreement dated as of August 17, 2000 by and among Midwest, Edison
Mission Energy, Powerton Trust II, Powerton Generation II, LLC, Wilmington Trust
Company, United States Trust Company of New York, as Lease Indenture Trustee and
United States Trust Company of New York, as Pass Through Trustee; (c) the
Participation Agreement dated as of August 17, 2000 by and among Midwest, Edison
Mission Energy, Joliet Trust I, Joliet Generation I, LLC, Wilmington Trust
Company, United States Trust Company of New York, as Lease Indenture Trustee and
United States Trust Company of New York, as Pass Through Trustee; and (d) the
Participation Agreement dated as of August 17, 2000 by and among Midwest, Edison
Mission Energy, Joliet Trust II, Joliet Generation II, LLC, Wilmington Trust
Company, United States Trust Company of New York, as Lease Indenture Trustee and
United States Trust Company of New York, as Pass Through Trustee.

         "LEVERAGED LEASE TRANSACTION" means the transaction consummated
pursuant to the Leveraged Lease Participation Agreement and the Leveraged Lease
Basic Documents."

         "LIBO RATE" has the meaning set forth in SECTION 3.2.1.

         "LIBO RATE LOAN" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan at a fixed rate of interest determined
by reference to the LIBO Rate.

         "LIBO RATE (RESERVE ADJUSTED)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, a rate per annum (rounded upwards, if necessary, to the nearest whole
multiple of l/100 of 1%) determined pursuant to the following formula:

         LIBO Rate (Reserve Adjusted)   =                 LIBO RATE
                                             -----------------------------------
                                               1.00 - LIBOR Reserve Percentage

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans
will be determined by the Administrative Agent on the basis of the LIBOR Reserve
Percentage in effect


                                      -11-
<Page>


on, and the applicable rates furnished to and received by the Administrative
Agent, two Business Days before the first day of such Interest Period.

         "LIBOR OFFICE" means, relative to any Lender, the office of such Lender
designated as such on SCHEDULE 1.1(B) or designated in the Lender Assignment
Agreement or such other office of a Lender as designated from time to time by
notice from such Lender to the Borrower and the Administrative Agent pursuant to
SECTION 4.4, whether or not outside the United States, which shall be making or
maintaining LIBO Rate Loans of such Lender hereunder.

         "LIBOR RESERVE PERCENTAGE" means, relative to any Interest Period for
LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the
aggregate reserve requirements (including all basic, emergency, supplemental,
marginal and other reserves and taking into account any transitional adjustments
or other scheduled changes in reserve requirements) specified under regulations
issued from time to time by the F.R.S. Board and then applicable to assets or
liabilities consisting of and including "Eurocurrency Liabilities", as currently
defined in Regulation D of the F.R.S. Board, having a term approximately equal
or comparable to such Interest Period.

         "LIEN" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, in each case of any kind, to secure
payment of a debt or performance of an obligation.

         "LOAN" means collectively, Tranche A Loans and Tranche B Loans.

         "LOAN DOCUMENTS" means this Agreement, the Notes, the L/C Related
Documents and the other agreements, documents and instruments delivered in
connection with this Agreement and the Notes, including the fee letter referred
to in SECTION 3.3.3, each Borrowing Request and each Continuation/ Conversion
Notice.

         "MAJOR PROJECTS" means the plants owned by First Hydro, the Loy Yang B
plant, the Homer City Generating Station, the plants located in Illinois owned
by Midwest Generation, LLC, the Kern River cogeneration facility, the Midway
Sunset cogeneration facility, the Watson cogeneration facility and the Sycamore
cogeneration facility.

         "MATERIAL ADVERSE EFFECT" means any event, development or circumstance
that has had or could reasonably be expected to have a material adverse effect
on (a) the business, assets, property, condition (financial or otherwise) or
operations of the Borrower and its subsidiaries, taken as a whole since the
Effective Date, or (b) the ability of the Borrower to perform its obligations
under any of the Loan Documents, or (c) the validity or enforceability of any of
the Loan Documents or the rights or remedies of the Administrative Agent or the
Lenders hereunder or thereunder.

         "MIDWEST" means Midwest Generation, LLC.

         "MOODY'S" means Moody's Investors Service, a division of Dun &
Bradstreet Corporation, and its successors and assigns.



                                      -12-
<Page>


         "NET TANGIBLE ASSETS" means, as of the date of any determination
thereof, the total amount of all assets of the Borrower and its Subsidiaries
(determined on a consolidated basis in accordance with GAAP), less the sum of
(a) the consolidated current liabilities of the Borrower and its Subsidiaries
(determined on a consolidated basis in accordance with GAAP) and (b) assets
properly classified as "intangible assets" in accordance with GAAP.

         "NON-CONSOLIDATED OPERATING PROJECTS" means any electric generation
facilities, oil and gas properties, trading activities, and operation and
maintenance services in which the Borrower or its Subsidiaries have a direct or
indirect ownership equal to or less than 50%.

         "NON-RECOURSE DEBT" means Indebtedness which the Borrower is not
directly or indirectly obligated to repay.

         "NON-RECOURSE PERSONS" means the Affiliates of the Borrower, including
The Mission Group, Edison International, Mission Energy Holdings and Southern
California Edison Company, and the officers, directors, employees, shareholders,
agents, Authorized Representatives and other controlling persons of the Borrower
or any of its Affiliates, PROVIDED that in no event shall the Borrower be deemed
to be a Non-Recourse Person.

         "OBLIGATIONS" means all obligations (monetary or otherwise) of the
Borrower arising under or in connection with the Loan Documents.

         "OFFSHORE CURRENCY" means at any time Australian dollars, Canadian
dollars, English pounds sterling, French francs, Italian lira, Deutsche marks,
Japanese yen, Swiss francs, Spanish pesetas, Belgian Francs, Dutch Guilders,
Thai Baht, Euros and any Agreed Alternative Currency.

         "OPERATING CASH FLOW" means, for any period, the excess of accrued
Project Revenues during such period less accrued Project Operating Expenses less
accrued Project Debt Service during such period from the Consolidated Operating
Projects.

         "OPERATING EXPENSES" means, for any period, all amounts accrued by the
Borrower in the conduct of its business during such period, including utilities,
general and administrative expenses, employee salaries, wages and other
employment-related costs, fees for letters of credit, surety bonds and
performance bonds. Operating Expenses do not include federal and state taxes,
depreciation or amortization, and other non-cash charges.

         "ORGANIC DOCUMENT" means, relative to the Borrower, its certificate of
incorporation, its by-laws and all shareholder agreements, voting trusts and
similar arrangements applicable to any of its authorized shares of capital
stock.

         "PARTICIPANT" is defined in SECTION 11.11.2.

         "PARTNERSHIP" means a general partnership, limited partnership, joint
venture or similar entity in which the Borrower or a Subsidiary is a partner,
joint venturer or equity participant.



                                      -13-
<Page>


         "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

         "PENSION PLAN" means a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, has any liability, including any liability by
reason of having been a substantial employer within the meaning of Section 4063
of ERISA at any time during the preceding five years, or by reason of being
deemed to be a contributing sponsor under Section 4069 of ERISA.

         "PERCENTAGE" means, with respect to the Tranche A Commitment or the
Tranche B Commitment of any Lender, the percentage set forth on SCHEDULE 1.1(A)
for such Commitment opposite its name or set forth in the Lender Assignment
Agreement pursuant to which such Lender became a Lender hereunder, as such
percentage may be adjusted from time to time pursuant to any Lender Assignment
Agreement executed by such Lender and delivered pursuant to SECTION 11.11.1.

         "PERFORMANCE LETTER OF CREDIT" means a standby Letter of Credit used
directly or indirectly to cover bid, performance, advance and retention
obligations, including, without limitation, Letters of Credit issued in favor of
sureties who in connection therewith cover bid, performance and retention
obligations.

         "PERSON" means any natural person, corporation, partnership, limited
liability company, firm, association, trust, government, governmental agency or
any other entity, whether acting in an individual, fiduciary or other capacity.

         "POWERTON/JOLIET GUARANTEES" means, collectively, (a) the Guaranty
Agreement dated as of August 17, 2000 made by the Borrower in favor of Powerton
Trust I that, among other things, guarantees the payment by Midwest of certain
liabilities payable to Powerton Trust I, (b) the Guaranty Agreement dated as of
August 17, 2000 made by the Borrower in favor of Powerton Trust II that, among
other things, guarantees the payment by Midwest of certain liabilities payable
to Powerton Trust II, (c) the Guaranty Agreement dated as of August 17, 2000
made by the Borrower in favor of Joliet Trust I that, among other things,
guarantees the payment by Midwest of certain liabilities payable to Joliet Trust
I and (d) the Guaranty Agreement dated as of August 17, 2000 made by the
Borrower in favor of Joliet Trust II that, among other things, guarantees the
payment by Midwest of certain liabilities payable to Joliet Trust II.

         "POWERTON/JOLIET INTERCOMPANY NOTES" means the promissory notes of the
Borrower dated as of August 24, 2000 having an aggregate principal amount equal
to $1,367,000,000, evidencing in each case a loan from Midwest to the Borrower.

         "PROJECT DEBT SERVICE" means, for any period, all accrued interest and
principal payments during such period for the Consolidated Operating Projects.
Any principal payments made due to refinancing shall be excluded.

         "PROJECT OPERATING EXPENSES" means all accrued expenses by the
Consolidated Operating Projects which are necessary for the continued operation
and maintenance of the


                                      -14-
<Page>


Consolidated Operating Projects which shall include operating lease payments and
foreign taxes paid but exclude depreciation and amortization or any capital
expenditure undertaken primarily to increase the efficiency of, expand or
re-power the Consolidated Operating Projects or capital expenditures for
environmental purposes which are not required by applicable law.

         "PROJECT REVENUES" means, for any period, all accrued revenues by the
Consolidated Operating Projects during such period, including revenues from the
sale of energy and capacity, steam and fuel plus accruals for business
interruption insurance and all interest and other income.

         "QUARTERLY PAYMENT DATE" means the last day of each March, June,
September, and December or, if any such day is not a Business Day, the next
succeeding Business Day.

         "RECOURSE DEBT" means, on any date, the sum (without duplication) of
the following indebtedness of the Borrower: (a) all indebtedness for borrowed
money other than Subordinated Debt; (b) all guarantees for (i) indebtedness of
the Subsidiaries and (ii) rental expenses of the Subsidiaries; (c) all
reimbursement obligations with respect to surety bonds, letters of credit (to
the extent not collateralized with cash or Cash Equivalent Investments),
bankers' acceptances and similar instruments (in each case, whether or not
matured); (d) all obligations evidenced by notes, bonds, debentures or similar
instruments, including obligations so evidenced incurred in connection with the
acquisition of property, assets or businesses; and (e) Derivative Obligations.
For purposes of the foregoing, (i) indebtedness of the Borrower shall exclude,
to the extent included, (A) indebtedness of the Borrower evidenced by the
Powerton/Joliet Intercompany Notes for so long as amounts payable thereunder are
subject to setoff against amounts paid under the Powerton/Joliet Guarantees in
accordance with the terms of the Powerton/Joliet Intercompany Notes; (B)
indebtedness of the Borrower evidenced by the Synthetic Lease Intercompany Note
for so long as amounts payable thereunder are subject to setoff against payments
under the Synthetic Lease Guarantee in accordance with the terms of the
Synthetic Lease Intercompany Note; and (C) indebtedness of the Borrower under
guarantees of rental expenses to the extent attributable to lease indebtedness
provided by Subsidiaries under leasing transactions, including, without
limitation, indebtedness of the Borrower under the Synthetic Lease Guarantee to
the extent attributable to lease indebtedness provided by Subsidiaries as
Synthetic Lease Tranche A Loans; and (ii) the amount of indebtedness of the
Borrower under guarantees of rental expenses of the Subsidiaries on any date of
determination shall be the termination value under the related lease on such
date of determination (adjusted so as to give effect to adjustments contemplated
by clause (i)(C) above, if applicable) plus reasonably anticipated indemnity or
other similar payments as of such date of determination; PROVIDED that the
amount of indebtedness of the Borrower under each Powerton/Joliet Guarantee on
any date of determination shall be the Termination Value (or, if applicable,
Special Termination Value) as defined in such Powerton/Joliet Guarantee on such
date of determination plus reasonably anticipated indemnity or other similar
payments as of such date of determination.

         "RECOURSE DEBT TO RECOURSE CAPITAL RATIO" means, on any date, the ratio
of: (a) Recourse Debt on such date to (b) the sum on such date of (i)
Consolidated Net Worth on such date PLUS (ii) Recourse Debt.

         "REGISTER" has the meaning set forth in SECTION 11.11.1.


                                      -15-
<Page>


         "REQUIRED LENDERS" means, at any time, Lenders having at least 66?% of
the Total Commitment Amount, or, if no Commitments are then outstanding, Lenders
holding at least 66?% of the then aggregate outstanding principal amount of the
Loans.

         "RESTRICTIVE FINANCING DOCUMENTS" means has the meaning specified in
SECTION 8.2.7.

         "S&P" means Standard & Poor's Ratings Services and its successors and
assigns.

         "SAME DAY FUNDS" means (i) with respect to disbursements and payments
in Dollars, immediately available funds, and (ii) with respect to disbursements
and payments in any other Offshore Currency, same day or other funds as may be
determined by the Administrative Agent to be customary in the place of
disbursement or payment for the settlement of international banking transactions
in the relevant Offshore Currency.

         "SPC" has the meaning specified in SECTION 11.11.1(F).

         "SPOT RATE" for a currency means the rate quoted by Citibank, N.A. as
the spot rate for the purchase by Citibank, N.A. of such currency with another
currency through its FX Dealing Desk at approximately 11:00 a.m. (New York time)
on the date as of which the foreign exchange computation is made.

         "SUBORDINATED DEBT" means all unsecured Indebtedness of the Borrower
for money borrowed which is subordinated, upon terms (including the terms
applicable to the payment, prepayment, redemption, purchase or defeasance
thereof) satisfactory to the Required Lenders, in right of payment to the
payment in full in cash of all Obligations.

         "SUBSIDIARY" means, with respect to any Person, any corporation of
which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by such
Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person.

         "SUBSIDIARY PAYMENTS" has the meaning specified in SECTION 8.2.7.

         "SYNTHETIC LEASE CREDIT AGREEMENT" means the Credit Agreement dated as
of June 23, 2000 among EME/CDL Trust, Midwest Peaker Holdings, Inc., Citicorp
Del-Lease, Inc. and Citicorp North America, Inc.

         "SYNTHETIC LEASE GUARANTEE" means the Guaranty Agreement dated as of
June 23, 2000 made by the Borrower in favor of the EME/CDL Trust.

         "SYNTHETIC LEASE INTERCOMPANY NOTE" means the intercompany note of the
Borrower dated as of July 10, 2000 having a principal amount of $300,000,000,
evidencing a loan from Midwest to the Borrower.


                                      -16-
<Page>


         "SYNTHETIC LEASE TRANCHE A LOANS" means the Tranche A Loans (as defined
in the Synthetic Lease Credit Agreement)."

         "TANGIBLE NET WORTH" means the net worth of the Borrower and its
Subsidiaries (determined on a consolidated basis in accordance with GAAP) after
subtracting therefrom the aggregate amount of any intangible assets of the
Borrower and its Subsidiaries (determined on a consolidated basis in accordance
with GAAP), including goodwill, franchises, licenses, patents, trademarks, trade
names, copyrights, service marks and brand names.

         "TAXES" has the meaning set forth in SECTION 4.7.

         "TOTAL COMMITMENT AMOUNT" means, collectively, the Tranche A Commitment
Amount and the Tranche B Commitment Amount.

         "TRANCHE A COMMITMENT" means, relative to any Lender, the obligation of
such Lender to make a Tranche A Loan to the Borrower hereunder in a principal
amount not to exceed the amount set forth under "Tranche A Commitment" opposite
such Lender's name on SCHEDULE 1.1(A) and as such amount may be adjusted from
time to time pursuant to any Lender Assignment Agreement executed by such Lender
and delivered pursuant to SECTION 11.11.1.

         "TRANCHE A COMMITMENT AMOUNT" means $538,333,333.36, as such amount may
be reduced from time to time pursuant to SECTION 2.2.

         "TRANCHE A COMMITMENT TERMINATION DATE" means the earliest of:

                  (a) the date 364 days after the Effective Date;

                  (b) the date on which the Total Commitment Amount is
         terminated in full or reduced to zero pursuant to SECTION 2.2; or

                  (c) the date on which any Commitment Termination Event occurs.

         "TRANCHE A ISSUANCE DATE" has the meaning specified in SECTION 5.1(A).

         "TRANCHE A L/C OBLIGATIONS" means at any time the sum of (a) the Dollar
Equivalent of the aggregate undrawn amount of all Tranche A Letters of Credit
then outstanding plus (b) the amount of all unreimbursed drawings under all
Tranche A Letters of Credit, including all outstanding L/C Borrowings pursuant
to Tranche A Letters of Credit.

         "TRANCHE A LETTERS OF CREDIT" means any Financial Letters of Credit or
Performance Letters of Credit Issued by the Issuing Lender pursuant to SECTION
5.1(A).

         "TRANCHE A LOAN" has the meaning set forth in SECTION 2.1.1(A).

         "TRANCHE A NOTE" means a promissory note of the Borrower payable to any
Lender, in the form of EXHIBIT A-1 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the


                                      -17-
<Page>


Borrower to such Lender resulting from outstanding Tranche A Loans, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

         "TRANCHE A PERCENTAGE" means such Lender's Percentage with respect to
Tranche A Commitments.

         "TRANCHE A PRICING GRID" means the pricing grid attached as ANNEX I.

         "TRANCHE B LOAN" has the meaning set forth in SECTION 2.1.1(B).

         "TRANCHE B COMMITMENT" means, relative to any Lender, the obligation of
such Lender to make Tranche B Loans to the Borrower hereunder in an aggregate
principal amount not to exceed the amount set forth under "Tranche B Commitment"
opposite such Lender's name on SCHEDULE 1.1(A) and as such amount may be
adjusted from time to time pursuant to any Lender Assignment Agreement executed
by such Lender and delivered pursuant to SECTION 11.11.1.

         "TRANCHE B COMMITMENT AMOUNT" means, on any date, $211,666,666.64, as
such amount may be reduced from time to time pursuant to SECTION 2.2.

         "TRANCHE B COMMITMENT TERMINATION DATE" means the earliest of:

                  (a) the third anniversary of the Effective Date;

                  (b) the date on which the Total Commitment Amount is
         terminated in full or reduced to zero pursuant to SECTION 2.2; or

                  (c) the date on which any Commitment Termination Event occurs.

         "TRANCHE B ISSUANCE DATE" has the meaning specified in SECTION 5.1(B).

         "TRANCHE B L/C OBLIGATIONS" means at any time the sum of (a) the Dollar
Equivalent of the aggregate undrawn amount of all Tranche B Letters of Credit
then outstanding plus (b) the amount of all unreimbursed drawings under all
Tranche B Letters of Credit, including all outstanding L/C Borrowings pursuant
to Tranche B Letters of Credit.

         "TRANCHE B LETTERS OF CREDIT" means any Financial Letters of Credit or
Performance Letters of Credit Issued by the Issuing Lender pursuant to SECTION
5.1(B).

         "TRANCHE B NOTE" means a promissory note of the Borrower payable to any
Lender, in the form of EXHIBIT A-2 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to such Lender resulting from outstanding
Tranche B Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

         "TRANCHE B PERCENTAGE" means such Lender's Percentage with respect to
Tranche B Commitments.


                                      -18-
<Page>


         "TRANCHE B PRICING GRID" means the pricing grid attached as ANNEX II.

         "TYPE" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

         "UCP" has the meaning specified in SECTION 5.5.

         "UNITED STATES" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

         "UTILIZATION FEE" has the meaning set forth in SECTION 3.3.2.

         "WELFARE PLAN" means a "welfare plan", as such term is defined in
Section 3(1) of ERISA.

         SECTION 1.2 USE OF DEFINED TERMS. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in each Note, Borrowing Request,
Continuation/Conversion Notice, Loan Document, notice and other communication
delivered from time to time in connection with any Loan Document.

         SECTION 1.3 CROSS-REFERENCES. Unless otherwise specified, references in
this Agreement to any Article, Section, Annex, Exhibit or Schedule are
references to such Article, Section, Annex, Exhibit or Schedule of or to this
Agreement, and, unless otherwise specified, references in any Article, Section
or definition to any clause are references to such clause of such Article,
Section or definition.

         SECTION 1.4 ACCOUNTING AND FINANCIAL DETERMINATIONS. Unless otherwise
specified, all accounting terms used in any Loan Document shall be interpreted,
all accounting determinations and computations hereunder or thereunder shall be
made, and all financial statements required to be delivered hereunder or
thereunder shall be prepared in accordance with, those generally accepted
accounting principles in effect in the United States ("GAAP") applied in the
preparation of the financial statements referred to in SECTION 7.5, except that
quarterly financial statements are not required to contain footnotes.

                                   ARTICLE II

                      COMMITMENTS AND BORROWING PROCEDURES

         SECTION 2.1 COMMITMENTS. On the terms and subject to the conditions of
this Agreement, each Lender severally agrees to make (a) Tranche A Loans in an
aggregate principal amount up to such Lender's Tranche A Commitment and (b)
Tranche B Loans in an aggregate principal amount up to such Lender's Tranche B
Commitment, in each case as provided in this SECTION 2.1.


                                      -19-
<Page>


         SECTION 2.1.1 COMMITMENTS.

         (a) From time to time on any Business Day occurring prior to the
Tranche A Commitment Termination Date, each Lender severally agrees to make
revolving loans (each, a "TRANCHE A LOAN") to the Borrower equal to such
Lender's Percentage of the Borrowing of Tranche A Loans requested by the
Borrower to be made on such day. Tranche A Loans may from time to time be LIBO
Rate Loans or Base Rate Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with SECTIONS 2.3 and 2.4. The Borrower may
from time to time borrow, repay, in whole or in part, and reborrow Tranche A
Loans. Tranche A Commitments shall terminate automatically on the Tranche A
Commitment Termination Date.

         (b) From time to time on any Business Day occurring prior to the
Tranche B Commitment Termination Date, each Lender severally agrees to make
revolving loans (each, a "TRANCHE B LOAN") to the Borrower equal to such
Lender's Percentage of the Borrowing of Tranche B Loans requested by the
Borrower to be made on such day. Tranche B Loans may from time to time be LIBO
Rate Loans or Base Rate Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with SECTIONS 2.3 and 2.4. The Borrower may
from time to time borrow, repay, in whole or in part, and reborrow Tranche B
Loans. Tranche B Commitments shall terminate automatically on the Tranche B
Commitment Termination Date.

         SECTION 2.1.2 LENDERS NOT REQUIRED TO MAKE LOANS. No Lender shall be
required to make:

         (a) any Tranche A Loan if, after giving effect thereto, the aggregate
outstanding principal amount of all Tranche A Loans and the Dollar Equivalent of
the Tranche A L/C Obligations (if any) would exceed the Tranche A Commitment
Amount; or

         (b) any Tranche B Loan if, after giving effect thereto, the aggregate
outstanding principal amount of all Tranche B Loans and the Dollar Equivalent of
the Tranche B L/C Obligations (if any) would exceed the Tranche B Commitment
Amount.

         SECTION 2.2 REDUCTION OF THE TOTAL COMMITMENT AMOUNT. The Borrower may,
from time to time on any Business Day occurring after the Effective Date,
voluntarily reduce the Tranche A Commitment Amount or the Tranche B Commitment
Amount without premium or penalty (subject, however, to SECTION 4.5); PROVIDED,
HOWEVER, that all such reductions shall require at least three Business Days'
prior notice to the Administrative Agent and be permanent, and any partial
reduction of the Tranche A Commitment Amount or the Tranche B Commitment Amount
shall be in a minimum amount of $10,000,000 and in an integral multiple of
$1,000,000 in excess thereof; and, PROVIDED, further, that (i) the Tranche A
Commitment Amount may not be reduced to an amount less than the aggregate amount
of outstanding Tranche A Loans and the Dollar Equivalent of the Tranche A L/C
Obligations and (ii) the Tranche B Commitment Amount may not be reduced to an
amount less than the aggregate amount of outstanding Tranche B Loans and the
Dollar Equivalent of the Tranche B L/C Obligations.


                                      -20-
<Page>


         SECTION 2.3 BORROWING PROCEDURE. By delivering a Borrowing Request to
the Administrative Agent on or before 12:00 Noon, New York City time, on a
Business Day, the Borrower may from time to time irrevocably request, (i) on not
less than three Business Days' notice, in the case of LIBO Rate Loans, and (ii)
on the same Business Day, in the case of Base Rate Loans, that a Borrowing of
Tranche A Loans or Tranche B Loans be made in minimum amounts of $10,000,000, or
in a lesser amount equal to the unused Tranche A Commitments or Tranche B
Commitment as permitted by SECTION 2.1.2. On the terms and subject to the
conditions of this Agreement, each Borrowing for each tranche shall be comprised
of the same type of Loans, and shall be made on the Business Day specified in
such Borrowing Request. On or before 2:00 p.m., New York City time, on the
Business Day such Tranche A Loans or Tranche B Loans are to be made, each Lender
shall deposit with the Administrative Agent Same Day Funds in an amount equal to
such Lender's Percentage of the requested Borrowing. Such deposit will be made
to an account which the Administrative Agent shall specify from time to time by
notice to the Lenders. To the extent funds are received from the Lenders, the
Administrative Agent shall make such funds available to the Borrower by wire
transfer to the accounts the Borrower shall have specified in its Borrowing
Request. No Lender's obligation to make any Loan shall be affected by any other
Lender's failure to make any Loan.

         SECTION 2.4 CONTINUATION AND CONVERSION ELECTIONS. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 12:00
Noon, New York City time on a Business Day, the Borrower may from time to time
irrevocably elect that all, or any portion in an aggregate minimum amount of
$10,000,000 and an integral multiple of $1,000,000 in excess thereof, of any
Loans be (i) on not less than three Business Days' notice, converted into, or
continued as, LIBO Rate Loans, or (ii) on the same Business Day, be converted
into, or continued as Base Rate Loans. In the absence of delivery of a
Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO
Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest
Period of the same duration as the then expiring Interest Period; PROVIDED,
HOWEVER, that (x) each such conversion or continuation shall be pro rated among
the applicable outstanding Loans of all Lenders, (y) a LIBO Rate Loan may not be
converted at any time other than the last day of the Interest Period applicable
thereto and (z) no portion of the outstanding principal amount of any Loans may
be continued as, or be converted into, LIBO Rate Loans when any Default or Event
of Default under SECTION 9.1.1 has occurred and is continuing. Each delivery of
a Continuation/Conversion Notice shall constitute a certification and warranty
by the Borrower that on the date of delivery of such notice no Default has
occurred and is continuing. If prior to the time of such continuation or
conversion any matter certified to by the Borrower by reason of the immediately
preceding sentence will not be true and correct at such time if then made, the
Borrower will immediately so notify the Administrative Agent. Except to the
extent, if any, that prior to the time of such continuation or conversion the
Administrative Agent shall have received written notice to the contrary from the
Borrower, such certification and warranty shall be deemed to be made at the date
of such continuation or conversion as if then made. Upon the occurrence and
during the continuance of any Event of Default under SECTION 9.1.1, each LIBO
Rate Loan shall convert automatically to a Base Rate Loan at the end of the
Interest Period then in effect for such LIBO Rate Loan.

         SECTION 2.5 FUNDING. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its


                                      -21-
<Page>

foreign branches or Affiliates (or an international banking facility created by
such Lender) to make or maintain such LIBO Rate Loan; PROVIDED, HOWEVER, that
such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held
by such Lender, and the obligation of the Borrower to repay such LIBO Rate Loan
shall nevertheless be to such Lender for the account of such foreign branch,
Affiliate or international banking facility. In addition, the Borrower hereby
consents and agrees that, for purposes of any determination to be made for
purposes of SECTION 4.1, 4.2, 4.3, 4.4, or 4.5, it shall be conclusively assumed
that each Lender elected to fund all LIBO Rate Loans by purchasing deposits in
its LIBOR Office's interbank eurodollar markets.

                                  ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

         SECTION 3.1 REPAYMENTS AND PREPAYMENTS.

         (a) The Tranche A Loans of each Lender shall mature, and the Borrower
unconditionally promises to pay in full the unpaid principal amount of such
Tranche A Loan to the Administrative Agent, for the account of such Lender, on
the Tranche A Commitment Termination Date.

         (b) The Tranche B Loans of each Lender shall mature, and the Borrower
unconditionally promises to pay in full the unpaid principal amount of such
Tranche B Loan to the Administrative Agent, for the account of such Lender, on
the Tranche B Commitment Termination Date.

         SECTION 3.1.1 OPTIONAL PREPAYMENTS.

         (a) At any time, and from time to time, the Borrower may, on any
Business Day, make a voluntary prepayment, in whole or in part, of the
outstanding principal amount of the Loans; PROVIDED, HOWEVER, that:

                  (i) unless an Event of Default shall have occurred and be
         continuing, any such prepayment shall be applied as between Loans, as
         the Borrower may direct; PROVIDED that in the event that an Event of
         Default shall have occurred and be continuing any such prepayment shall
         be applied to the Tranche A Loans and the Tranche B Loans on a PRO RATA
         basis until such Loans of the same class are paid in full;

                  (ii) any such prepayment shall be applied PRO RATA among the
         Lenders in accordance with the respective unpaid principal amounts of
         the Loans of the same class held by them;

                  (iii) any such prepayment made shall be applied PRO RATA among
         Loans of the same type and, if applicable, having the same Interest
         Period;


                                      -22-
<Page>


                  (iv) any such prepayment of any LIBO Rate Loan made on any day
         other than the last day of the Interest Period for such Loan shall be
         subject to the provisions of SECTION 4.5;

                  (v) any such prepayment of LIBO Rate Loans shall require at
         least two Business Days' prior written notice to the Administrative
         Agent and any such prepayment of Base Rate Loans may be made on same
         day's written notice to the Administrative Agent; and

                  (vi) any such partial prepayment of Loans shall be in an
         aggregate minimum amount of $10,000,000 and an integral multiple of
         $1,000,000 in excess thereof.

         (b) The Borrower shall, on each date when a prepayment is required
pursuant to SECTION 5.7, make a mandatory prepayment of Loans, and/or Cash
Collateralize the Letters of Credit, in an amount equal to the excess of the
aggregate outstanding principal amount of (i) all Tranche A Loans and the Dollar
Equivalent of all Tranche A L/C Obligations over the Tranche A Commitment Amount
and (ii) all Tranche B Loans and the Dollar Equivalent of all Tranche B L/C
Obligations over the Tranche B Commitment Amount.

         (c) The Borrower shall (i) immediately upon any acceleration of any
Loans pursuant to SECTION 9.2 or SECTION 9.3, repay all Loans, unless, pursuant
to SECTION 9.3, only a portion of all Loans is so accelerated.

         (d) Each prepayment of Loans made pursuant to this SECTION 3.1.1 shall
be accompanied by accrued interest to the date of such prepayment on the amount
prepaid, but shall be without premium or penalty, except as may be required by
SECTION 4.5. No prepayment of principal of any Loan pursuant to SECTION 3.1.1(A)
shall cause a reduction in the Total Commitment Amount.

         SECTION 3.2 INTEREST PROVISIONS. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with this SECTION 3.2.

         SECTION 3.2.1 RATES.

         (a) Pursuant to an appropriately delivered Borrowing Request or
Continuation/Conversion Notice, the Borrower may elect that Loans comprising a
Borrowing accrue interest at a rate per annum:

                  (i) on that portion maintained from time to time as a Base
         Rate Loan, equal to the sum of the Alternate Base Rate from time to
         time in effect plus the Applicable Margin from time to time in effect;
         and

                  (ii) on that portion maintained as a LIBO Rate Loan, during
         each Interest Period applicable thereto, equal to the sum of the LIBO
         Rate for such Interest Period plus the Applicable Margin from time to
         time in effect.

         "LIBO RATE" means, for each day during each Interest Period for each
LIBO Rate Loan, the rate per annum determined on the basis of the rate for
deposits in Dollars for a period equal to such Interest Period commencing on the
first day of such Interest Period appearing on


                                      -23-
<Page>


Telerate Service Page 3750 as of 11:00 a.m., London time, two Business Days
prior to the beginning of such Interest Period. In the event that such rate does
not appear on Telerate Service Page 3750, the "LIBO RATE" shall be determined by
reference to such other comparable publicly available service for displaying
eurodollar rates as may be selected by the Administrative Agent or, in the
absence of such availability, by reference to the rate at which the
Administrative Agent is offered Dollar deposits at or about 11:00 a.m., New York
City time, two Business Days prior to the beginning of such Interest Period in
the interbank eurodollar market where its eurodollar and foreign currency and
exchange operations are then being conducted for delivery on the first day of
such Interest Period for the number of days comprised therein. Notwithstanding
any other provision hereof, at such time as there shall exist for any Lender a
LIBOR Reserve Percentage which is greater than zero, the LIBO Rate used in the
determination of LIBO Rate Loans made by such Lender shall be the LIBO Rate
(Reserve Adjusted).

         (b) All LIBO Rate Loans shall bear interest from and including the
first day of the applicable Interest Period to (but not including) the last day
of such Interest Period at the interest rate determined as applicable to such
LIBO Rate Loan.

         SECTION 3.2.2 POST-MATURITY RATES; DEFAULT RATES.

         (a) After the date any principal amount of any Loan is due and payable
(whether on the related Commitment Termination Date, upon acceleration or
otherwise), or after any monetary Obligation of the Borrower shall become due
and payable, the Borrower shall pay, but only to the extent permitted by law,
interest (after as well as before judgment) on such overdue amount at a rate per
annum equal to the Alternate Base Rate plus the Applicable Margin plus 2% until
such amount is paid in full.

         (b) Upon the occurrence and during the continuance of any Event of
Default (other than an Event of Default under SECTION 9.1.1, for which provision
is made in SECTION 3.2.2(A) above), the Borrower shall pay, but only to the
extent permitted by law, in addition to the interest then payable on the Loans,
interest (after as well as before judgment) on the Loans at 2% per annum until
such Event of Default is cured.

         SECTION 3.2.3 PAYMENT DATES. Interest accrued on each Loan shall be
payable, without duplication:

                  (a) on the Commitment Termination Date therefor;

                  (b) on the date of any payment or prepayment, in whole or in
         part, of principal outstanding on such Loan;

                  (c) with respect to Base Rate Loans, on each Quarterly Payment
         Date occurring after the date of the initial Borrowing hereunder;

                  (d) with respect to LIBO Rate Loans, the last day of each
         applicable Interest Period (and, if such Interest Period shall exceed
         three months, on the day three months after such Loan is made or
         continued); and


                                      -24-
<Page>


                  (e) on that portion of any Loans which is accelerated pursuant
         to SECTION 9.2 or SECTION 9.3, immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under or any
Loan Document after the date such amount is due and payable (whether on the
related Commitment Termination Date, upon acceleration or otherwise) shall be
payable upon demand.

         SECTION 3.2.4 INTEREST RATE DETERMINATION. The Administrative Agent
shall determine the interest rate applicable to Loans and shall give prompt
notice to the Borrower and the Lenders of such determination, and its
determination thereof shall be conclusive in the absence of manifest error.

         SECTION 3.3 FEES. The Borrower agrees to pay the fees set forth in this
SECTION 3.3.

         SECTION 3.3.1 FACILITY FEE. The Borrower agrees to pay to the
Administrative Agent, for the ratable account of each Lender, a facility fee
(the "FACILITY FEE") in respect of each of the Tranche A Commitment Amount and
the Tranche B Commitment Amount (irrespective of usage) for each day from and
after the Effective Date at the rate per annum in effect for such day based on
the Borrower's Debt Rating for such day determined as provided in the Tranche A
Pricing Grid and the Tranche B Pricing Grid, respectively. Such fee shall be
payable in arrears on each Quarterly Payment Date, commencing with the first
such date following the Effective Date, and on the related Commitment
Termination Date.

         SECTION 3.3.2 ADMINISTRATIVE AGENT'S FEE AND MISCELLANEOUS FEES. The
Borrower agrees to pay to the Administrative Agent, for (i) its own account,
(ii) the account of the Lenders and (iii) the account of the Lead Arrangers, the
respective fees as agreed to in the letter dated July 18, 2001, between the Lead
Arrangers and the Borrower and the letter dated July 18, 2001, between the
Borrower and the Administrative Agent.

                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

         SECTION 4.1 LIBO RATE LENDING UNLAWFUL. If any Lender shall reasonably
determine (which determination shall, upon notice thereof to the Borrower and
the Administrative Agent, be conclusive and binding on the Borrower absent
manifest error) that the introduction of or any change in or in the
interpretation of any law, rule or regulation makes it unlawful, or any central
bank or other governmental authority or comparable agency asserts that it is
unlawful, for such Lender to make, continue or maintain any Loan as, or to
convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make,
continue, maintain or convert any such Loans shall, upon such determination,
forthwith be suspended until such Lender shall notify the Administrative Agent
that the circumstances causing such suspension no longer exist, and all LIBO
Rate Loans of such Lender shall automatically convert into Base Rate Loans at
the end of the then current Interest Periods with respect thereto or sooner, if
required by such law or assertion.


                                      -25-
<Page>


         SECTION 4.2 INABILITY TO DETERMINE RATES. If the Administrative Agent
shall have determined that by reason of circumstances affecting the
Administrative Agent's relevant market, adequate means do not exist for
ascertaining the interest rate applicable hereunder to LIBO Rate Loans, then,
upon notice from the Administrative Agent to the Borrower and the Lenders, the
obligations of all Lenders under SECTION 2.3 and SECTION 2.4 to make or continue
any Loans as, or to convert any Loans into, LIBO Rate Loans shall forthwith be
suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

         SECTION 4.3 INCREASED LIBO RATE LOAN COSTS. If after the date hereof,
the adoption of any applicable law, rule or regulation, or any change therein,
or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
LIBOR Office) with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency shall increase the
cost to such Lender of, or result in any reduction in the amount of any sum
receivable by such Lender in respect of, making, continuing or maintaining (or
of its obligation to make, continue or maintain) any Loans as, or of converting
(or of its obligation to convert) any Loans into, LIBO Rate Loans, then the
Borrower agrees to pay to the Administrative Agent for the account of each
Lender the amount of any such increase or reduction. Such Lender shall promptly
notify the Administrative Agent and the Borrower in writing of the occurrence of
any such event, such notice to state, in reasonable detail, the reasons therefor
and the additional amount required fully to compensate such Lender for such
increased cost or reduced amount. Such additional amounts shall be payable by
the Borrower directly to such Lender within ten Business Day's of its receipt of
such notice, and such notice shall be binding on the Borrower absent clear and
convincing evidence to the contrary.

         SECTION 4.4 OBLIGATION TO MITIGATE. Each Lender agrees that as promptly
as practicable after it becomes aware of the occurrence of an event that would
entitle it to give notice pursuant to SECTION 4.L, 4.3 or 4.6, and in any event
if so requested by the Borrower, each Lender shall use reasonable efforts to
make, fund or maintain its affected Loans through another lending office if as a
result thereof the increased costs would be avoided or materially reduced or the
illegality would thereby cease to exist and if, in the reasonable opinion of
such Lender, the making, funding or maintaining of such Loans through such other
lending office would not in any material respect be disadvantageous to such
Lender, contrary to such Lender's normal banking practices or violate any
applicable law or regulation. No change by a Lender in its Domestic Office or
LIBOR Office made for such Lender's convenience shall result in any increased
cost to the Borrower. The Borrower shall not be obligated to compensate any
Lender for the amount of any additional amount pursuant to SECTION 4.1, 4.3 or
4.6 accruing prior to the date which is 90 days before the date on which such
Lender first notifies the Borrower that it intends to claim such compensation;
it being understood that the calculation of the actual amounts may not be
possible within such period and that such Lender may provide such calculation as
soon as reasonably practicable thereafter without affecting or limiting the
Borrower's payment obligation thereunder. If any Lender demands compensation
pursuant to SECTION 4.1, 4.3 or 4.6 with respect to any LIBO Rate Loan, the
Borrower may, at any time upon at least one Business Days prior notice to such
Lender through the Administrative Agent, elect to convert such Loan into a Base
Rate Loan. Thereafter, unless and until such Lender notifies the



                                      -26-
<Page>


Borrower that the circumstances giving rise to such notice no longer apply, all
such LIBO Rate Loans by such Lender shall bear interest as Base Rate Loans,
notwithstanding any prior election by the Borrower to the contrary. If such
Lender notifies the Borrower that the circumstances giving rise to such notice
no longer apply, the Borrower may elect that the principal amount of each such
Loan again bear interest as LIBO Rate Loans in accordance with this Agreement,
on the first day of the next succeeding Interest Period applicable to the
related LIBO Rate Loans of other Lenders. Additionally, the Borrower may, at its
option, upon at least five Business Days' prior notice to such Lender, elect to
prepay in full, without premium or penalty, such Lender's affected LIBO Rate
Loans. If the Borrower elects to prepay any Loans pursuant to this SECTION 4.4,
the Borrower shall pay within ten Business Days after written demand any
additional increased costs of such Lender accruing for the period prior to such
date of prepayment. If such conversion or prepayment is made on a day other than
the last day of the current Interest Period for such affected LIBO Rate Loans,
such Lender shall be entitled to make a request for, and the Borrower shall pay,
compensation under SECTION 4.5.

         SECTION 4.5 FUNDING LOSSES. In the event any Lender shall incur any
loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to make, continue or maintain any portion of the principal amount of any Loan
as, or to convert any portion of the principal amount of any Loan into, a LIBO
Rate Loan) as a result of:

                  (a) any conversion or repayment or prepayment of the principal
         amount of any LIBO Rate Loans on a date other than the scheduled last
         day of the Interest Period applicable thereto, whether pursuant to
         SECTION 3.1 or otherwise;

                  (b) Borrower's failure to borrow any LIBO Rate Loans in
         accordance with the Borrowing Request therefor; or

                  (c) any Loans not being continued as, or converted into, LIBO
         Rate Loans in accordance with the Continuation/Conversion Notice
         therefor;

then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within ten Business Days of its
receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense. Such written notice (which shall include calculations in reasonable
detail) shall be binding on the Borrower absent manifest error.

         SECTION 4.6 INCREASED CAPITAL COSTS. If after the date hereof any
change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any applicable law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any
court, central bank, regulator or other governmental authority affects the
amount of capital required to be maintained by any Lender, and such Lender
reasonably determines that the rate of return on its capital as a consequence of
its Commitment or the Loans made by such Lender is reduced in a material amount
to a level below that which such Lender could have achieved but for the
occurrence of any such circumstance, then, in any such case upon notice from
time to time by such Lender to the Borrower, the Borrower shall pay within ten
Business Days after such demand directly to such Lender additional amounts


                                      -27-
<Page>


sufficient to compensate such Lender for such reduction in rate of return. A
statement of such Lender as to any such additional amount or amounts (including
calculations thereof in reasonable detail) shall be binding on the Borrower
absent manifest error.

         SECTION 4.7 TAXES.

         (a) All payments by the Borrower of principal of, and interest on, the
Loans and all other amounts payable hereunder shall be made free and clear of
and without deduction for any present or future income, excise, stamp or
franchise taxes and other taxes, fees, duties, withholdings or other charges of
any nature whatsoever imposed by any taxing authority, but excluding franchise
taxes or taxes imposed on or measured by any Lender's net income, in each case,
imposed as a result of a connection between the Lender and the jurisdiction
imposing the tax (other than a connection arising solely from the Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement), and the Lenders will use reasonable efforts to
minimize, to the extent possible, any such applicable taxes; PROVIDED, HOWEVER,
that such taxes does not include franchise taxes receipts, net worth or
shareholders' capital (such non-excluded items being called "TAXES"). In the
event that any withholding or deduction from any payment to be made by the
Borrower hereunder is required in respect of any Taxes pursuant to any
applicable law, rule or regulation, then the Borrower will:

                  (i) pay directly to the relevant authority the full amount
         required to be so withheld or deducted;

                  (ii) within 30 days after such payment forward to the
         Administrative Agent an official receipt or other documentation
         satisfactory to the Administrative Agent evidencing such payment to
         such authority; and

                  (iii) pay to the Administrative Agent for the account of the
         Lenders such additional amount or amounts as is necessary to ensure
         that the net amount actually received by each Lender will equal the
         full amount such Lender would have received had no such withholding or
         deduction been required.

Moreover, if any Taxes are directly asserted against the Administrative Agent or
any Lender with respect to any payment received by the Administrative Agent or
such Lender hereunder, the Administrative Agent or such Lender may pay such
Taxes and, upon receipt of notice from the Administrative Agent or such Lender
within 30 days after such payment, the Borrower will promptly pay such
additional amounts (including any penalties, interest or expenses) as is
necessary in order that the net amount received by such person after the payment
of such Taxes (including any Taxes on such additional amount) shall equal the
amount such person would have received had no such Taxes been asserted.

                  (b) If the Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent, for
the account of the respective Lenders, the required receipts or other required
documentary evidence, the Borrower shall indemnify the Lenders for any
incremental Taxes, interest or penalties that may become payable by any Lender
as a result of any such failure. For purposes of this SECTION 4.7, a
distribution hereunder by the


                                      -28-
<Page>


Administrative Agent or any Lender to or for the account of any Lender shall be
deemed a payment by the Borrower.

         (c) Each Lender that is not a United States person as defined in
Section 7701(a)(3) of the Code (a "NON-U.S. LENDER") shall deliver to the
Borrower and the Administrative Agent two copies of either U.S. Internal Revenue
Service Form 1001 or Form W8BEN, or any subsequent versions thereof or
successors thereto properly completed and duly executed by such Non-U.S. Lender
claiming complete exemption from, or a reduced rate of, U.S. federal withholding
tax on all payments by the Borrower under the Loan Documents. Such forms shall
be delivered by each Non-U.S. Lender on or before the date it becomes a party to
this Agreement. In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at
any time it determines that it is no longer in a position to provide any
previously delivered certificate to the Borrower (or any other form of
certification adopted by the U.S. taxing authorities for such purpose). The
Borrower shall not be required to increase any such amounts payable to any
Non-U.S. Lender with respect to any Non-Excluded Taxes (i) that are attributable
to such Non-U.S. Lender's failure to comply with the requirements of this
SECTION 4.7(c) or (ii) that are United States withholding taxes imposed on
amounts payable to such Lender at the time the Lender becomes a party to this
Agreement, except to the extent that such Lender's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to SECTION 4.7(A).
Notwithstanding any other provision of this SECTION 4.7(C), a Non-U.S. Lender
shall not be required to deliver any form pursuant to this SECTION 4.7(C) that
such Non-U.S. Lender is not legally able to deliver.

         SECTION 4.8 PAYMENTS, COMPUTATIONS. Unless otherwise expressly
provided, all payments by the Borrower pursuant to any Loan Document shall be
made by the Borrower to the Administrative Agent for the PRO RATA account of the
Lenders entitled to receive such payment. All such payments required to be made
to the Administrative Agent shall be made, without setoff, deduction or
counterclaim, not later than 12:00 Noon, New York City time, on the date due, in
Same Day Funds, to such account as the Administrative Agent shall specify from
time to time by notice to the Borrower; PROVIDED that such payment shall be
deemed made timely if made by wire transfer and by such time as an Authorized
Representative has advised the Administrative Agent of the applicable Federal
Reserve System wire transfer confirmation number. Funds received after that time
shall be deemed to have been received by the Administrative Agent on the next
succeeding Business Day. The Administrative Agent shall promptly remit in Same
Day Funds to each Lender its share, if any, of such payments received by the
Administrative Agent for the account of such Lender. All interest and fees shall
be computed on the basis of the actual number of days (including the first day
but excluding the last day) occurring during the period for which such interest
or fee is payable over a year comprised of 360 days (or, in the case of interest
on a Base Rate Loan, 365 days or, if appropriate, 366 days). Whenever any
payment to be made shall otherwise be due on a day which is not a Business Day,
such payment shall (except as otherwise required by CLAUSE (C) of the definition
of the term "INTEREST Period" with respect to LIBO Rate Loans) be made on the
next succeeding Business Day and such extension of time shall be included in
computing interest and fees, if any, in connection with such payment.



                                      -29-
<Page>



         SECTION 4.9 SHARING OF PAYMENTS. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan (other than pursuant to the terms of SECTIONS
4.3, 4.4, 4.5, 4.6, and 4.7) in excess of its pro rata share of payments then or
therewith obtained by all Lenders holding Loans of such type, such Lender shall
purchase from the other Lenders such participations in Loans made by them as
shall be necessary to cause such purchasing Lender to share the excess payment
or other recovery ratably with each of them; PROVIDED, HOWEVER, that if all or
any portion of the excess payment or other recovery is thereafter recovered from
such purchasing Lender, the purchase shall be rescinded and each Lender which
has sold a participation to the purchasing Lender shall repay to the purchasing
Lender the purchase price to the ratable extent of such recovery together with
an amount equal to such selling Lender's ratable share (according to the
proportion of (a) the amount of such selling Lender's required repayment to the
purchasing Lender to (b) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered. The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this SECTION 4.9
may, to the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to SECTION 4.10) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation.

         If under any applicable bankruptcy, insolvency or other similar law,
any Lender receives a secured claim in lieu of a setoff to which this SECTION
4.9 applies, such Lender shall, to the extent practicable, exercise its rights
in respect of such secured claim in a manner consistent with the rights of the
Lenders entitled under this SECTION 4.9 to share in the benefits of any recovery
on such secured claim.

         SECTION 4.10 SETOFF. Each Lender shall, upon the occurrence of any
Event of Default described in CLAUSE (A) or (B) of SECTION 9.1.8 and, upon the
occurrence of any Default described in CLAUSES (C) through (D) of SECTION 9.1.8
with respect to the Borrower or, with the consent of the Required Lenders, upon
the occurrence and continuance beyond the expiration of the applicable grace
period, if any, of any other Event of Default, have the right to appropriate and
apply to the payment of the Obligations owing to it (whether or not then due),
and (as security for such Obligations) the Borrower hereby grants to each Lender
a continuing security interest in, any and all balances, credits, deposits,
accounts or moneys of the Borrower then or thereafter maintained with such
Lender or any bank controlling such Lender; PROVIDED, HOWEVER, that any such
appropriation and application shall be subject to the provisions of SECTION 4.9.

         Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such setoff and application made by such Lender;
PROVIDED, HOWEVER, that the failure to give such notice shall not affect the
validity of such setoff and application.

         The rights of each Lender under this SECTION 4.10 are in addition to
other rights and remedies (including other rights of setoff under applicable law
or otherwise) which such Lender may have.

         SECTION 4.11 REPLACEMENT OF LENDER. The Borrower shall be permitted to
replace (with one or more replacement Lenders) any Lender which requests
reimbursement for


                                      -30-
<Page>


amounts owing pursuant to SECTION 4.1, 4.3, 4.6 or 4.7; PROVIDED that (i) such
replacement does not conflict with any law, treaty, rule or regulation or
determination of an arbitrator or a court or other governmental authority, in
each case applicable to the Borrower or such Lender or to which the Borrower or
such Lender or any of their respective property is subject, (ii) no Default or
Event of Default shall have occurred and be continuing at the time of such
replacement, (iii) the Borrower shall repay (or the replacement bank or
institution shall purchase, at par) all Loans and other amounts owing to such
replaced Lender prior to the date of replacement, (iv) the Borrower shall be
liable to such replaced Lender under SECTION 4.5 if any LIBO Rate Loan owing to
such replaced Lender shall be prepaid (or purchased) other than on the last day
of the Interest Period relating thereto, (v) the replacement bank or
institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vi) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of SECTION 11.11.1 (PROVIDED that
the Borrower or replacement Lender shall be obligated to pay the registration
and processing fee), (vii) until such time as such replacement shall be
consummated, the Borrower shall pay all additional amounts (if any) required
pursuant to SECTION 4.1, 4.3, 4.6 or 4.7, as the case may be, (viii) any such
replacement shall not be deemed to be a waiver of any rights which the Borrower,
the Administrative Agent or any other Lender shall have against the replaced
Lender, and (ix) if such replacement bank or institution is not already a
Lender, the Borrower shall pay to the Administrative Agent an administrative fee
of $3,500.

                                   ARTICLE V

                              THE LETTERS OF CREDIT

         SECTION 5.1 THE LETTER OF CREDIT COMMITMENT.

         (a) On the terms and conditions set forth herein (i) the Issuing Lender
agrees, (A) from time to time on any Business Day during the period from the
Effective Date to the date ten Business Days prior to the Tranche A Commitment
Termination Date to Issue Tranche A Letters of Credit for the account of the
Borrower, and to amend or renew Tranche A Letters of Credit previously issued by
it, in accordance with SECTION 5.1.1, and (B) to honor drafts under the Tranche
A Letters of Credit; and (ii) the Lenders holding Tranche A Commitments
severally agree to participate in Tranche A Letters of Credit Issued for the
account of the Borrower; PROVIDED, that the Issuing Lender shall not be
obligated to Issue, and no Lender shall be obligated to participate in, any
Tranche A Letter of Credit if as of the date of Issuance of such Tranche A
Letter of Credit (the "TRANCHE A ISSUANCE DATE"), after giving effect to the
issuance of such Tranche A Letter of Credit (1) the Dollar Equivalent of all
Tranche A L/C Obligations plus all Tranche A Loans exceeds the Tranche A
Commitment Amount, or (2) the Dollar Equivalent of all Tranche A L/C Obligations
exceeds $[150,000,000], or (3) the participation of any Lender in the Dollar
Equivalent of all Tranche A L/C Obligations plus the Tranche A Loans of such
Lender exceeds such Lender's Tranche A Commitment. Within the foregoing limits,
and subject to the other terms and conditions hereof, the Borrower's ability to
obtain Tranche A Letters of Credit shall be fully revolving, and, accordingly,
the Borrower may, during the foregoing period, obtain Tranche A Letters of
Credit to replace Tranche A Letters of Credit which have expired or which have
been drawn upon and reimbursed.



                                      -31-
<Page>


         (b) On the terms and conditions set forth herein (i) the Issuing Lender
agrees, (A) from time to time on any Business Day during the period from the
Effective Date to the date ten Business Days prior to the Tranche B Commitment
Termination Date to Issue Tranche B Letters of Credit for the account of the
Borrower, and to amend or renew Tranche B Letters of Credit previously issued by
it, in accordance with SECTION 5.1.1, and (B) to honor drafts under the Tranche
B Letters of Credit; and (ii) the Lenders holding Tranche B Commitments
severally agree to participate in Tranche B Letters of Credit Issued for the
account of the Borrower; PROVIDED, that the Issuing Lender shall not be
obligated to Issue, and no Lender shall be obligated to participate in, any
Tranche B Letter of Credit if as of the date of Issuance of such Tranche B
Letter of Credit (the "TRANCHE B ISSUANCE DATE"), after giving effect to the
issuance of such Tranche B Letter of Credit (1) the Dollar Equivalent of all
Tranche B L/C Obligations plus all Tranche B Loans exceeds the Tranche B
Commitment Amount, or (2) the participation of any Lender in the Dollar
Equivalent of all Tranche B L/C Obligations plus the Tranche B Loans of such
Lender exceeds such Lender's Tranche B Commitment. Within the foregoing limits,
and subject to the other terms and conditions hereof, the Borrower's ability to
obtain Tranche B Letters of Credit shall be fully revolving, and, accordingly,
the Borrower may, during the foregoing period, obtain Tranche B Letters of
Credit to replace Tranche B Letters of Credit which have expired or which have
been drawn upon and reimbursed.

         (c) The Issuing Lender is under no obligation to Issue any Letter of
Credit if:

                  (i) any order, judgment or decree of any governmental
         authority or arbitrator shall by its terms purport to enjoin or
         restrain the Issuing Lender from Issuing such Letter of Credit, or any
         requirement of law applicable to the Issuing Lender or any request or
         directive (whether or not having the force of law) from any court or
         governmental authority or regulatory body with jurisdiction over the
         Issuing Lender shall prohibit, or request that the Issuing Lender
         refrain from, the Issuance of letters of credit generally or such
         Letter of Credit in particular or shall impose upon the Issuing Lender
         with respect to such Letter of Credit any restriction, reserve or
         capital requirement (for which the Issuing Lender is not otherwise
         compensated hereunder) not in effect on the Effective Date, or shall
         impose upon the Issuing Lender any unreimbursed loss, cost or expense
         which was not applicable on the Effective Date and which the Issuing
         Lender in good faith deems material to it;

                  (ii) the Issuing Lender has received written notice from any
         Lender, the Administrative Agent or the Borrower, on or prior to the
         Business Day prior to the requested date of Issuance of such Letter of
         Credit, that one or more of the applicable conditions contained in
         SECTION 6.2 is not then satisfied;

                  (iii) the expiry date of any requested Tranche A Letter of
         Credit is after five Business Days prior to the Tranche A Commitment
         Termination Date;

                  (iv) the expiry date of any requested Tranche B Letter of
         Credit is after five Business Days prior to the Tranche B Commitment
         Termination Date;



                                      -32-
<Page>


                  (v) any requested Letter of Credit is not in form and
         substance acceptable to the Issuing Lender, or the Issuance of a Letter
         of Credit shall violate any applicable policies of the Issuing Lender
         in its sole discretion;

                  (vi) any standby Letter of Credit is for the purpose of
         supporting the issuance of any letter of credit by any other Person
         (except for Bank of America, N.A as the issuing bank of existing
         letters of credit listed on SCHEDULE 5.1); or

                  (vii) such Letter of Credit is in a face amount less than the
         Dollar Equivalent of $300,000 or denominated in a currency other than
         Dollars or an Offshore Currency.

         SECTION 5.1.1 ISSUANCE, AMENDMENT AND RENEWAL OF LETTERS OF CREDIT.

         (a) Each Letter of Credit shall be Issued upon the irrevocable written
request of the Borrower received by the Issuing Lender (with a copy sent by the
Borrower to the Administrative Agent) at least five Business Days (or such
shorter time as the Issuing Lender may agree in a particular instance in its
sole discretion) prior to the proposed date of Issuance. Each such request for
Issuance of a Letter of Credit shall be by facsimile, promptly confirmed in
writing, in the form of an L/C Application, and shall specify in form and detail
satisfactory to the Issuing Lender: (i) whether the Letter of Credit is a
Tranche A Letter of Credit or a Tranche B Letter of Credit; (ii) the proposed
date of Issuance of the Letter of Credit (which shall be a Business Day); (iii)
the face amount and currency of the Letter of Credit; (iv) the expiry date of
the Letter of Credit; (v) the name and address of the beneficiary thereof; (vi)
any documents to be presented by the beneficiary of the Letter of Credit in case
of any drawing thereunder; (vii) the full text of any certificate to be
presented by the beneficiary in case of any drawing thereunder; and (viii) such
other matters as the Issuing Lender may require. The Administrative Agent shall
promptly notify the Lenders of the receipt by it of any L/C Application.

         (b) At least two Business Days prior to the Issuance of any Letter of
Credit, the Issuing Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of
the L/C Application from the Borrower and, if not, the Issuing Lender will
provide the Administrative Agent with a copy thereof. On or before the Business
Day immediately preceding the date the Issuing Lender is to issue a requested
Letter of Credit, the Administrative Agent will confirm to the Issuing Lender
that (A) such issuance is then permitted under SECTION 5.1; and (B) all
conditions specified in SECTION 6.2 are then satisfied. If the Administrative
Agent shall have directed the Issuing Lender to issue such Letter of Credit,
then, subject to the terms and conditions hereof, the Issuing Lender shall, on
the requested date, issue a Letter of Credit for the account of the Borrower in
accordance with the Issuing Lender's usual and customary business practices.

         (c) From time to time while a Letter of Credit is outstanding and ten
Business Days prior to (i) the Tranche A Commitment Termination Date for Tranche
A Letters of Credit or (ii) the Tranche B Commitment Termination Date for
Tranche B Letters of Credit, the Issuing Lender will, upon the written request
of the Borrower received by the Issuing Lender (with a copy sent by the Borrower
to the Administrative Agent) at least four Business Days (or such shorter time
as the Issuing Lender may agree in a particular instance in its sole discretion)
prior to the proposed date of amendment, amend any Letter of Credit issued by
it. Each such request


                                      -33-
<Page>


for amendment of a Letter of Credit shall be made by facsimile, promptly
confirmed in writing, made in the form of an L/C Application and shall specify
in form and detail satisfactory to the Issuing Lender: (i) the Letter of Credit
to be amended; (ii) the proposed date of amendment of the Letter of Credit
(which shall be a Business Day); (iii) the nature of the proposed amendment; and
(iv) such other matters as the Issuing Lender may require. The Issuing Lender
shall be under no obligation to amend any Letter of Credit if: (A) the Issuing
Lender would have no obligation at such time to issue such Letter of Credit in
its amended form under the terms of this Agreement; or (B) the beneficiary of
any such Letter of Credit does not accept the proposed amendment to the Letter
of Credit; or (C) the conditions of SECTION 5.1(C) shall not have been met. On
or before the Business Day immediately preceding the date the Issuing Lender is
to amend a Letter of Credit, the Administrative Agent will confirm to the
Issuing Lender that (A) such amendment is then permitted under SECTION 5.1; and
(B) all conditions specified in SECTION 6.2 are then satisfied. The
Administrative Agent shall promptly notify the Lenders of the receipt by it of
any L/C Application.

         (d) The Issuing Lender and the Lenders agree that, while a Letter of
Credit is outstanding and ten Business Days prior to (i) the Tranche A
Commitment Termination Date for Tranche A Letters of Credit or (ii) the Tranche
B Commitment Termination Date for Tranche B Letters of Credit, at the option of
the Borrower and upon the written request of the Borrower received by the
Issuing Lender (with a copy sent by the Borrower to the Administrative Agent) at
least four Business Days (or such shorter time as the Issuing Lender may agree
in a particular instance in its sole discretion) prior to the proposed date of
notification of renewal, the Issuing Lender shall be entitled to authorize the
automatic renewal of any Letter of Credit issued by it. Each such request for
renewal of a Letter of Credit shall be made by facsimile, promptly confirmed in
writing, in the form of an L/C Application, and shall specify in form and detail
satisfactory to the Issuing Lender: (i) the Letter of Credit to be renewed; (ii)
the proposed date of notification of renewal of the Letter of Credit (which
shall be a Business Day); (iii) the revised expiry date of the Letter of Credit;
and (iv) such other matters as the Issuing Lender may require. The
Administrative Agent shall promptly notify the Lenders of the receipt by it of
any L/C Application. The Issuing Lender shall be under no obligation so to renew
any Letter of Credit if: (A) the Issuing Lender would have no obligation at such
time to issue or amend such Letter of Credit in its renewed form under the terms
of this Agreement; or (B) the beneficiary of any such Letter of Credit does not
accept the proposed renewal of the Letter of Credit; or (C) the conditions of
SECTION 5.1(C) shall not have been met. On or before the Business Day
immediately preceding the date the Issuing Lender is to renew a Letter of
Credit, the Administrative Administrative Agent will confirm to the Issuing
Lender that (A) such renewal is then permitted under SECTION 5.1; and (B) all
conditions specified in SECTION 6.2 are then satisfied. If any outstanding
Letter of Credit shall provide that it shall be automatically renewed unless the
beneficiary thereof receives notice from the Issuing Lender that such Letter of
Credit shall not be renewed, and if at the time of renewal the Issuing Lender
would be entitled to authorize the automatic renewal of such Letter of Credit in
accordance with this SECTION 5.1.1(D) upon the request of the Borrower but the
Issuing Lender shall not have received any L/C Application from the Borrower
with respect to such renewal or other written direction by the Borrower with
respect thereto, the Issuing Lender shall nonetheless be permitted to allow such
Letter of Credit to renew, and the Borrower and the Lenders hereby authorize
such renewal, and, accordingly, the Issuing Lender shall be deemed to have
received an L/C Application from the Borrower requesting such renewal.


                                      -34-
<Page>


         (e) The Issuing Lender may, at its election (or as required by the
Administrative Agent at the direction of the Required Lenders), deliver any
notices of termination or other communications to any Letter of Credit
beneficiary or transferee, with a copy to the Borrower, and take any other
action as necessary or appropriate, at any time and from time to time, in order
to cause the expiry date of such Letter of Credit to be a date not later than
(i) five Business Days prior to the Tranche A Commitment Termination Date for
Tranche A Letters of Credit or (ii) five Business Days prior to the Tranche B
Commitment Termination Date for Tranche B Letters of Credit.

         (f) This Agreement shall control in the event of any conflict with any
L/C Related Document (other than any Letter of Credit).

         (g) The Issuing Lender will also deliver to the Administrative Agent,
concurrently or promptly following its delivery of a Letter of Credit, or
amendment to or renewal of a Letter of Credit, to an advising bank or a
beneficiary, a true and complete copy of each such Letter of Credit or amendment
to or renewal of a Letter of Credit.

         SECTION 5.1.2 RISK PARTICIPATIONS, DRAWINGS AND REIMBURSEMENTS.

         (a) (i) Immediately upon the Issuance of each Tranche A Letter of
Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Lender a participation in
such Letter of Credit and each drawing thereunder in an amount equal to the
product of (i) the Tranche A Percentage of such Lender, times (ii) the maximum
Dollar Equivalent amount available to be drawn under such Letter of Credit and
the Dollar Equivalent amount of such drawing, respectively. For purposes of
SECTION 5.1, each Issuance of a Tranche A Letter of Credit shall be deemed to
utilize the Tranche A Commitment of each Lender by an amount equal to the Dollar
Equivalent amount of such participation and (ii) immediately upon the Issuance
of each Tranche B Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Issuing Lender a
participation in such Letter of Credit and each drawing thereunder in an amount
equal to the product of (i) the Tranche B Percentage of such Lender, times (ii)
the maximum Dollar Equivalent amount available to be drawn under such Letter of
Credit and the Dollar Equivalent amount of such drawing, respectively. Each
Issuance of a Tranche B Letter of Credit shall be deemed to utilize the Tranche
B Commitment of each Lender by an amount equal to the Dollar Equivalent amount
of such participation.

         (b) In the event of any request for a drawing under a Letter of Credit
by the beneficiary or transferee thereof, the Issuing Lender will promptly
notify the Borrower. The Borrower shall reimburse the Issuing Lender prior to
11:00 a.m. (New York time), on each date that any amount is paid by the Issuing
Lender under any Letter of Credit (each such date, an "HONOR DATE"), in the
Applicable Currency and in an amount equal to the amount so paid by the Issuing
Lender. In the event the Borrower fails to reimburse the Issuing Lender for the
full amount of any drawing under any Letter of Credit by 11:00 a.m. (New York
time) on the Honor Date, the Issuing Lender will promptly notify the
Administrative Agent and the Administrative Agent will promptly notify each
Lender thereof, and the Borrower shall be deemed to have requested that Base
Rate Loans be made by the Lenders to be disbursed on the Honor Date under such
Letter of Credit. Any notice given by the Issuing Lender or the Administrative
Agent


                                      -35-
<Page>


pursuant to this SECTION 5.1.2(B) may be oral if immediately confirmed in
writing (including by facsimile); PROVIDED that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

         (c) Each Lender shall upon any notice pursuant to SECTION 5.1.2(B) make
available to the Administrative Agent for the account of the relevant Issuing
Lender an amount in Dollars and in Same Day Funds equal to its Tranche A
Percentage or Tranche B Percentage of the Dollar Equivalent amount of the
drawing, whereupon the participating Lenders shall (subject to SECTION 5.1.2(E))
each be deemed to have made a (i) Tranche A Loan for a drawing under a Tranche A
Letter of Credit or (ii) Tranche B Loan for a drawing under a Tranche B Letter
of Credit consisting of a Base Rate Loan denominated in Dollars to the Borrower
in that amount. If any Lender so notified fails to make available to the
Administrative Agent for the account of the Issuing Lender the amount of such
Lender's Tranche A Percentage or Tranche B Percentage (as applicable) of the
amount of the drawing by no later than 12:00 Noon (New York time) on the Honor
Date, then interest shall accrue on such Lender's obligation to make such
payment, from the Honor Date to the date such Lender makes such payment, at a
rate per annum equal to the Federal Funds Rate in effect from time to time
during such period. The Administrative Agent will promptly give notice of the
occurrence of the Honor Date, but failure of the Administrative Agent to give
any such notice on the Honor Date or in sufficient time to enable any Lender to
effect such payment on such date shall not relieve such Lender from its
obligations under this SECTION 5.1.2.

         (d) With respect to any unreimbursed drawing that is not converted into
Tranche A Loans or Tranche B Loans in whole or in part, for any reason
whatsoever, the Borrower shall be deemed to have incurred from the Issuing
Lender an L/C Borrowing in the Dollar Equivalent amount of such drawing, which
L/C Borrowing shall be due and payable on demand (together with interest) and
shall bear interest at a rate per annum equal to the Alternate Base Rate plus
the Applicable Margin for (i) Tranche A Loans in the case of Tranche A Letters
of Credit or (ii) Tranche B Loans for Tranche B Letters of Credit, and each
Lender's payment to the Issuing Lender pursuant to SECTION 5.1.2 shall be deemed
payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this SECTION 5.1.2.

         (e) Each Lender's obligation in accordance with this Agreement to make
the Tranche A Loans, Tranche B Loans or L/C Advances, as contemplated by this
SECTION 5.1.2, as a result of a drawing under a Letter of Credit, shall be
absolute and unconditional and without recourse to the Issuing Lender and shall
not be affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the
Issuing Lender, the Borrower or any other Person for any reason whatsoever; (ii)
the occurrence or continuance of a Default, an Event of Default or a Material
Adverse Effect; or (iii) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing; PROVIDED, HOWEVER, that each
Lender's obligation to make Tranche A Loans and Tranche B Loans under this
SECTION 5.1.2 is subject to the conditions set forth in SECTION 5.1(A) or
SECTION 5.1(B).


                                      -36-
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         SECTION 5.1.3 REPAYMENT OF PARTICIPATIONS.

         (a) Upon (and only upon) receipt by the Administrative Agent for the
account of the Issuing Lender of immediately available funds from the Borrower
(i) in reimbursement of any payment made by the Issuing Lender under the Letter
of Credit with respect to which any Lender has paid the Administrative Agent for
the account of the Issuing Lender for such Lender's participation in the Letter
of Credit pursuant to SECTION 5.1.2(a) or (ii) in payment of interest thereon,
the Administrative Agent will pay to each Lender, in the same funds as those
received by the Administrative Agent for the account of the Issuing Lender, the
amount of such Lender's (x) Tranche A Percentage with respect to Tranche A
Letters of Credit and (y) Tranche B Percentage with respect to Tranche B Letters
of Credit, of such funds, and the Issuing Lender shall receive the amount of the
Percentage of such funds of any Lender that did not so pay the Administrative
Agent for the account of the Issuing Lender.

         (b) If the Administrative Agent or the Issuing Lender is required at
any time to return to the Borrower, or to a trustee, receiver, liquidator,
custodian, or any official in any insolvency proceeding, any portion of the
payments made by the Borrower to the Administrative Agent for the account of the
Issuing Lender pursuant to SECTION 5.1.2(A) in reimbursement of a payment made
under the Letter of Credit or interest or fee thereon, each Lender shall, on
demand of the Administrative Agent, forthwith return to the Administrative Agent
or the Issuing Lender the amount of its (x) Tranche A Percentage with respect to
Tranche A Letters of Credit and (y) Tranche B Percentage with respect to Tranche
B Letters of Credit, of any amounts so returned by the Administrative Agent or
the Issuing Lender plus interest thereon from the date such demand is made to
the date such amounts are returned by such Lender to the Administrative Agent or
the Issuing Lender, at a rate per annum equal to the Federal Funds Rate in
effect from time to time.

         SECTION 5.1.4 ROLE OF THE ISSUING LENDER.

         (a) Each Lender and the Borrower agree that, in paying any drawing
under a Letter of Credit, the Issuing Lender shall not have any responsibility
to obtain any document (other than any sight draft and certificates if expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity
or accuracy of any such document or the authority of the Person executing or
delivering any such document.

         (b) No Agent-Related Person nor any of the respective correspondents,
participants or assignees of the Issuing Lender shall be liable to any Lender
for: (i) any action taken or omitted in connection herewith at the request or
with the approval of the Lenders (including the Required Lenders, as
applicable); (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any L/C Related Document.

         (c) The Borrower hereby assumes all risks of the acts or omissions of
any beneficiary or transferee with respect to its use of any Letter of Credit;
PROVIDED, HOWEVER, that this assumption is not intended to, and shall not,
preclude the Borrower pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. No
Agent-Related Person, nor any of the respective correspondents, participants or


                                      -37-
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assignees of the Issuing Lender, shall be liable or responsible for any of the
matters described in clauses (i) through (vii) of SECTION 5.1.5; PROVIDED,
HOWEVER, anything in such clauses to the contrary notwithstanding, the Borrower
may have a claim against the Issuing Lender, and the Issuing Lender may be
liable to the Borrower, for such damages suffered by the Borrower which the
Borrower proves were caused by the Issuing Lender's willful misconduct or gross
negligence or the Issuing Lender's willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing
Lender may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary; and (ii) the Issuing Lender shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

         SECTION 5.1.5 OBLIGATIONS ABSOLUTE. The obligations of the Borrower
under this Agreement and any L/C Related Document to reimburse the Issuing
Lender for a drawing under a Letter of Credit, and to repay any L/C Borrowing
and any drawing under a Letter of Credit converted into Tranche A Loans or
Tranche B Loans, shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement and each such other L/C
Related Document under all circumstances, including the following:

                  (i) any lack of validity or enforceability of this Agreement
         or any L/C Related Document;

                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the obligations of the Borrower in
         respect of any Letter of Credit or any other amendment or waiver of or
         any consent to departure from all or any of the L/C Related Documents;

                  (iii) the existence of any claim, set-off, defense or other
         right that the Borrower may have at any time against any beneficiary or
         any transferee of any Letter of Credit (or any Person for whom any such
         beneficiary or any such transferee may be acting), the Issuing Lender
         or any other Person, whether in connection with this Agreement, the
         transactions contemplated hereby or by the L/C Related Documents or any
         unrelated transaction;

                  (iv) any draft, demand, certificate or other document
         presented under any Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under any Letter of Credit;

                  (v) any payment by the Issuing Lender under any Letter of
         Credit against presentation of a draft or certificate that does not
         strictly comply with the terms of any Letter of Credit; or any payment
         made by the Issuing Lender under any Letter of Credit to any Person
         purporting to be a trustee in bankruptcy, debtor-in-possession,
         assignee for


                                      -38-
<Page>


         the benefit of creditors, liquidator, receiver or other representative
         of or successor to any beneficiary or any transferee of any Letter of
         Credit, including any arising in connection with any insolvency
         proceeding;

                  (vi) any exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any other guarantee, for all or any of the obligations
         of the Borrower in respect of any Letter of Credit; or

                  (vii) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing, including any other
         circumstance that might otherwise constitute a defense available to, or
         a discharge of, the Borrower or a guarantor.

         SECTION 5.2 CASH COLLATERALIZATION. If either (i) an Event of Default
shall occur and be continuing and the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with L/C Obligations representing at least 66?% of
the total L/C Obligations) demanding the deposit of cash collateral pursuant to
this paragraph, or (ii) the Borrower shall be required to provide cover for
currency fluctuations pursuant to SECTION 5.7, the Borrower shall immediately
deposit into an account established and maintained on the books and records of
the Administrative Agent, which account may be a "securities account" (within
the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the
State of New York), in the name of the Administrative Agent and for the benefit
of the Lenders, an amount in cash equal to, in the case of an Event of Default,
the L/C Obligations as of such date PLUS any accrued and unpaid interest thereon
and, in the case of cover pursuant to SECTION 5.7, the amount required under
SECTION 5.7; PROVIDED that the obligation to deposit such cash collateral shall
become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Borrower described in SECTION 8.1.8. Such
deposit shall be held by the Administrative Agent as collateral for the L/C
Obligations under this Agreement, and for this purpose the Borrower hereby
grants a security interest to the Administrative Agent for the benefit of the
Lenders in such collateral account and in any financial assets (as defined in
the Uniform Commercial Code) or other property held therein.

         SECTION 5.3 LETTER OF CREDIT FEES. The Borrower shall pay to the
Administrative Agent for the ratable account of each of the Lenders a letter of
credit fee with respect to the Letters of Credit at the rate per annum based on
the Borrower's Debt Rating determined as provided (i) on the Tranche A Pricing
Grid for Tranche A Letters of Credit and (ii) on the Tranche B Pricing Grid for
Tranche B Letters of Credit, for Financial Letters of Credit or Performance
Letters of Credit, as applicable, of the average daily maximum Dollar Equivalent
amount available to be drawn of the outstanding Letters of Credit, computed on a
quarterly basis in arrears on Quarterly Payment Date based upon Letters of
Credit outstanding for that quarter as calculated by the Administrative Agent.
Such letter of credit fees shall be due and payable in Dollars quarterly in
arrears on Quarterly Payment Date during which Letters of Credit are
outstanding, commencing on the first such Quarterly Payment Date to occur after
the Effective Date, through the (i) Tranche A Commitment Termination Date for
Tranche A Letters of Credit or (ii) Tranche B Commitment Termination Date for
Tranche B Letters of Credit (or such later date upon which the outstanding
Letters of Credit shall expire), with the final payment to be



                                      -39-
<Page>



made on the (i) Tranche A Commitment Termination Date for Tranche A Letters of
Credit or (ii) Tranche B Commitment Termination Date for Tranche B Letters of
Credit (or such later expiration date).

         Section 5.3.1 FRONTING FEE/PROCESSING FEES.

         (a) The Borrower shall pay to the Issuing Lender a fronting fee which
shall accrue at 0.125% per annum on the average daily Dollar Equivalent amount
of the Letters of Credit outstanding during the period when any Letters of
Credit have been Issued and are outstanding. Such fronting fee shall be due and
payable in Dollars quarterly in arrears on each Quarterly Payment Date during
which Letters of Credit are outstanding, commencing on the first such Quarterly
Payment Date to occur after the Effective Date, through the (i) Tranche A
Commitment Termination Date for Tranche A Letters of Credit or (ii) Tranche B
Commitment Termination Date for Tranche B Letters of Credit (or such later date
upon which the outstanding Letters of Credit shall expire), with the final
payment to be made on the (i) Tranche A Commitment Termination Date for Tranche
A Letters of Credit or (ii) Tranche B Commitment Termination Date for Tranche B
Letters of Credit (or such later expiration date).

         (b) The Borrower further agrees to pay or cause to be paid the Issuing
Lender's standard fees with respect to the processing of the drawings under the
Letters of Credit, which such fees shall be payable on each Quarterly Payment
Date.

         SECTION 5.4 ISSUANCE OF LETTERS OF CREDIT IN OFFSHORE CURRENCIES.

         (a) The Issuing Lender shall be under no obligation to Issue any Letter
of Credit denominated in an Offshore Currency if the Administrative Agent has
received notice from any of the Lenders by 2:00 p.m. (New York time) four
Business Days prior to the day of such Issuance that the Issuing Lender cannot
Issue, or any Lender cannot purchase a participation in, such Letter of Credit
in the requested Offshore Currency, in which event the Administrative Agent will
give notice to the Borrower no later than 9:00 a.m. (New York time) on the third
Business Day prior to the requested date of such Issuance that the Issuance in
the requested Offshore Currency is not then available, and notice thereof also
will be given promptly by the Administrative Agent to the Issuing Lender and the
Lenders. If the Administrative Agent shall have so notified the Borrower, the
request for such Letter of Credit shall be deemed withdrawn.

         (b) The Borrower shall be entitled to request that Letters of Credit
hereunder also be permitted to be Issued in any other lawful currency
constituting a eurocurrency, in addition to the eurocurrencies specified in the
definition of "Offshore Currency" herein, that, in the opinion of all Lenders,
is at such time, freely traded in the offshore interbank foreign exchange
markets and is freely transferable and freely convertible into Dollars (an
"AGREED ALTERNATIVE CURRENCY"). The Borrower shall deliver to the Administrative
Agent any request for designation of an Agreed Alternative Currency by not later
than 11:00 a.m. (New York time) at least seven Business Days in advance of the
date of any Letter of Credit proposed to be Issued in such Agreed Alternate
Currency. Upon receipt of any such request the Administrative Agent will
promptly notify the Lenders thereof, and each Lender will use its best efforts
to respond to such request within two Business Days of receipt thereof. Each
Lender may reject or accept such request in its sole discretion. The
Administrative Agent will promptly notify the Borrower of the acceptance or



                                      -40-
<Page>


rejection of any such request, and, if accepted by all of the Lenders, will
circulate to each party to this Credit Agreement a revised Schedule 5.4, setting
forth the Agreed Alternative Currency.

         (c) The Administrative Agent will determine the Dollar Equivalent
amount with respect to any (i) Issuances of Letters of Credit in Offshore
Currencies as of the requested Tranche A Issuance Date or Tranche B Issuance
Date, (ii) unreimbursed drawing on the date that it is converted to a Tranche A
Loan or Tranche B Loan pursuant to SECTION 5.1.2(B), (iii) outstanding L/C
Obligations as of the last Business Day of each month, which such information
shall be provided to the Borrower on a quarterly basis and monthly upon request
by the Borrower, (iv) the date of Borrowing of any Loan, (v) the date on which
any Commitments are reduced pursuant to Section 2.2, (vi) the date of any
prepayments pursuant to SECTION 3.1.1 and (vii) any other date that the Dollar
Equivalent amount has to be determined pursuant to the Loan Documents (each such
date a "COMPUTATION DATE").

         SECTION 5.5 UNIFORM CUSTOMS AND PRACTICE. The Uniform Customs and
Practice for Documentary Credits as published by the International Chamber of
Commerce ("UCP") most recently at the time of issuance of any Letter of Credit
shall (unless otherwise expressly provided in the Letters of Credit) apply to
the Letters of Credit.

         SECTION 5.6 ADDITIONAL AND SUCCESSOR ISSUING LENDERS. If (i) the credit
rating on the unsecured long term indebtedness of the Issuing Lender has been
materially lowered, suspended or withdrawn by the applicable rating agencies or
(ii) the Issuing Lender shall reasonably request, the Borrower may, with the
written consent of the Administrative Agent and the Required Lenders, appoint an
additional Lender or Lenders to act as Issuing Lender. Each additional or
successor Issuing Lender shall execute an instrument of assumption in form and
substance satisfactory to the Borrower, the Administrative Agent and the
Lenders, whereupon such Lender shall be deemed an Issuing Lender for all
purposes whatsoever pursuant to this Agreement, and with all the rights, powers,
obligations, privileges and duties inuring thereto.

         SECTION 5.7 CURRENCY EXCHANGE FLUCTUATIONS. Subject to SECTION 4.5, if
on any Computation Date the Administrative Agent shall have determined that the
(i) aggregate Dollar Equivalent principal amount of all Tranche A Loans and all
Tranche A L/C Obligations then outstanding exceeds the Tranche A Commitment
Amount or (ii) aggregate Dollar Equivalent principal amount of all Tranche B
Loans and all Tranche B L/C Obligations then outstanding exceeds the Tranche B
Commitment Amount, due to a change in applicable rates of exchange between
Dollars and Offshore Currencies, THEN the Administrative Agent shall give notice
to the Borrower that a prepayment is required under this SECTION 5.7, and the
Borrower agrees thereupon promptly to make prepayments of Loans pursuant to
SECTION 3.1.1(B) and/or Cash Collateralize L/C Obligations pursuant to SECTION
5.2 such that, after giving effect to such prepayment or Cash Collateralization,
the aggregate Dollar Equivalent amount of all (i) Tranche A Loans and Tranche A
L/C Obligations does not exceed the Tranche A Commitment Amount and (ii) Tranche
B Loans and Tranche B L/C Obligations does not exceed the Tranche B Commitment
Amount.


                                      -41-
<Page>

                                   ARTICLE VI

                               CONDITIONS TO LOANS

         SECTION 6.1 CONDITIONS TO EFFECTIVENESS. This Agreement shall become
effective upon the satisfaction of each of the conditions precedent set forth in
this SECTION 6.1.

         SECTION 6.1.1 DELIVERY OF LOAN DOCUMENTS. The Administrative Agent
shall have received from the Borrower this Agreement, executed and delivered by
an Authorized Representative of the Borrower, with a counterpart for each Lender
and, for the account of each Lender who so requests, its Note duly executed and
delivered by the Borrower.

         SECTION 6.1.2 OFFICER'S CERTIFICATE. The Administrative Agent shall
have received, with a copy for each Lender, a certificate of an Authorized
Representative of the Borrower, substantially in the form of EXHIBIT E.

         SECTION 6.1.3 RESOLUTIONS. The Administrative Agent shall have received
from the Borrower a certificate, substantially in the form of EXHIBIT F hereto,
dated the Effective Date, of its Secretary or Assistant Secretary as to:

                  (a) resolutions of its Board of Directors then in full force
         and effect authorizing the execution, delivery and performance of each
         Loan Document to be executed by it;

                  (b) the incumbency and signatures of those of its officers and
         representatives authorized to act with respect to each Loan Document
         executed by it; and

                  (c)  the Borrower's Organic Documents.

         The Administrative Agent and each Lender may conclusively rely upon
such certificate until it shall have received a further certificate of the
Secretary, Assistant Secretary or other Authorized Representative of the
Borrower canceling or amending such prior certificate.

         SECTION 6.1.4 OPINIONS OF COUNSEL. The Administrative Agent shall have
received opinions, dated the Effective Date and addressed to the Administrative
Agent and the Lenders, from Skadden Arps Meagher & Flom LLP and the Regional
Vice President of the Borrower, substantially in the form of EXHIBIT G hereto
and given upon the express instruction of the Borrower.

         SECTION 6.1.5 CLOSING FEES, EXPENSES. The Administrative Agent shall
have received for its own account, or for the account of each Lender or Lead
Arranger, as the case may be, all fees due and payable pursuant to SECTIONS 3.3
and 11.3, and all costs and expenses for which invoices have been presented.

         SECTION 6.1.6 FINANCIAL STATEMENTS. The Administrative Agent shall have
received, with a copy for each Lender, the audited consolidated financial
statements of the Borrower for the year ended December 31, 2000 and the most
recent unaudited consolidated quarterly financial statements of the Borrower.



                                      -42-
<Page>


         SECTION 6.1.7 DEBT RATINGS. The Borrower shall have Debt Ratings of at
least BBB- and Baa3 from S&P and Moody's, respectively (with stable outlook from
both rating agencies).

         SECTION 6.1.8 REPAYMENT OF EXISTING CREDIT AGREEMENTS The Borrower
shall contemporaneously prepay in full and terminate all commitments under: (i)
the Credit Agreement dated March 18, 1999 among the Borrower, certain commercial
lending institutions party thereto and Citicorp USA, Inc. as administrative
agent; (ii) the Credit Agreement dated May 30, 2000 among the Borrower, certain
commercial lending institutions party thereto and Bank of America, N.A. as the
administrative agent; and (iii) the Second Amended and Restated Credit Agreement
dated as of October 11, 1996 among the Borrower, certain commercial lending
institutions party thereto and Bank of America, N.A (formerly, Bank of America
National Trust and Savings Association) as the agent.

         SECTION 6.2 ALL CREDIT EXTENSIONS. The obligation of each Lender to
make any Credit Extension (including the initial Credit Extension) shall be
subject to the satisfaction of each of the conditions precedent set forth in
this SECTION 6.2.

         SECTION 6.2.1 REPRESENTATIONS AND WARRANTIES; NO DEFAULT. Both before
and after giving effect to any Credit Extension (but, if any Default of the
nature referred to in SECTION 9.1.5 shall have occurred with respect to any
other Indebtedness, without giving effect to the application, directly or
indirectly, of the proceeds of such Credit Extension), the following statements
shall be true and correct:

                  (a) the representations and warranties set forth in ARTICLE
         VII shall be true and correct in all material respects with the same
         effect as if then made (unless stated to relate solely to an earlier
         date, in which case such representations and warranties shall be true
         and correct as of such earlier date); and

                  (b) no Default or Event of Default has occurred and is
         continuing or would result from such Credit Extension.

         SECTION 6.2.2 BORROWING REQUEST. The Administrative Agent shall have
received a Borrowing Request for such Credit Extension. Each of the delivery of
a Borrowing Request and the acceptance by the Borrower of the proceeds of such
Credit Extension shall constitute a representation and warranty by the Borrower
that on the date of such Credit Extension (both immediately before and after
giving effect to such Credit Extension and the application of the proceeds
thereof) the statements made in SECTION 6.2.1 are true and correct.

         SECTION 6.2.3 SATISFACTORY LEGAL FORM. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower shall be satisfactory
in form and substance to the Administrative Agent and its counsel.


                                      -43-
<Page>


                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Administrative Agent and each Lender to enter
into this Agreement and to make Loans hereunder, the Borrower represents and
warrants unto the Administrative Agent and each Lender as set forth in this
ARTICLE VII.

         SECTION 7.1 ORGANIZATION; POWER; COMPLIANCE WITH LAW AND CONTRACTUAL
OBLIGATIONS. The Borrower (a) is a corporation validly organized and existing
and in good standing under the laws of the state of its incorporation, (b) is
duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction where the nature of its business requires such
qualification, (c) has all requisite corporate power and authority and holds all
material requisite governmental licenses, permits and other approvals to enter
into and perform its Obligations under each Loan Document and to conduct its
business substantially as currently conducted by it and (d) is in compliance
with all laws, governmental regulations (including ERISA and Federal Reserve
regulations), court decrees, orders and Contractual Obligations applicable to
it, except, with respect to CLAUSES (B), (C) and (D) to the extent that the
failure to comply therewith could not reasonably be expected to have a Material
Adverse Effect.

         SECTION 7.2 DUE AUTHORIZATION; NON-CONTRAVENTION. The execution,
delivery and performance by the Borrower of each Loan Document are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action, and do not:

                  (a) contravene the Borrower's Organic Documents;

                  (b) contravene any law, governmental regulation, court decree
         or order or material Contractual Obligation binding on or affecting the
         Borrower; or

                  (c) result in, or require the creation or imposition of, any
         Lien on any of the Borrower's properties.

         SECTION 7.3 GOVERNMENTAL APPROVAL; REGULATION.

         (a) No authorization, consent, approval, license, exemption of or
filing or registration with any court or governmental authority or regulatory
body ("GOVERNMENTAL APPROVAL") is required for the Borrower to execute and
perform its obligations under the Loan Documents, except for those which have
been duly obtained or effected. No material Governmental Approval is required
for the Borrower to carry on its business, except for those which have been duly
obtained or effected.

         (b) The Borrower is not subject to any regulation as an "investment
company" subject to the Investment Company Act of 1940, as amended, or as a
"holding company" or a "subsidiary company" or an "affiliate" of a "holding
company" subject to the Public Utility Holding Company Act of 1935, as amended
("PUHCA"), except that the Borrower is a "subsidiary company" of Edison
International which is a "holding company" that is exempt from all regulation
under PUHCA (except Section 9(a)(2) thereof) pursuant to Section 3(a) thereof.


                                      -44-
<Page>


The Borrower is not otherwise subject to any regulation as a "public utility"
under any other applicable law, rule or regulation, which would have a Material
Adverse Effect.

         SECTION 7.4 VALIDITY. Each Loan Document constitutes the legal, valid
and binding obligations of the Borrower enforceable in accordance with their
respective terms (except as may be limited by bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors' rights generally and
general principles of equity).

         SECTION 7.5 FINANCIAL INFORMATION. The consolidated balance sheets of
the Borrower as at December 31, 2000 and June 30, 2001, and the related
consolidated statements of income and cash flows of the Borrower, copies of
which have been furnished to the Administrative Agent, have been prepared in
accordance with GAAP consistently applied, and present fairly the consolidated
financial condition of the Borrower and its Subsidiaries as at the dates thereof
and the results of their operations for the periods then ended.

         SECTION 7.6 NO MATERIAL ADVERSE CHANGE. There has not occurred any
event or condition having a Material Adverse Effect since December 31, 2000.

         SECTION 7.7 LITIGATION. There is no pending or, to the knowledge of the
Borrower, threatened litigation, action, proceeding, or labor controversy
affecting the Borrower, or any of its properties, businesses, assets or
revenues, which, if adversely determined (taking into account any insurance
proceeds payable under a policy where the insurer has accepted coverage without
any reservations), would have a Material Adverse Effect or which purports to
adversely affect the legality, validity or enforceability of this or any Loan
Document.

         SECTION 7.8 OWNERSHIP OF PROPERTIES. The Borrower owns good and
marketable title to, or a valid leasehold interest in or other enforceable
interest in all properties and assets, real and personal, tangible and
intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights) purported to be owned, leased or held by
it, free and clear of all Liens, charges or claims (including infringement
claims with respect to patents, trademarks, copyrights and the like) except as
permitted pursuant to SECTION 8.2.2.

         SECTION 7.9 TAXES. The Borrower has filed all tax returns and reports
required by law to have been filed by it and has paid all taxes and governmental
charges thereby shown to be owing, except any such taxes or charges which are
being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books.

         SECTION 7.10 PENSION AND WELFARE PLANS. During the consecutive
twelve-month period prior to the date of the execution and delivery of this
Agreement and prior to the date of any Borrowing hereunder, no steps have been
taken to terminate any Pension Plan, and no contribution failure has occurred
with respect to any Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA. No condition exists or event or transaction has occurred with
respect to any Pension Plan which could reasonably be expected to result in the
incurrence by the Borrower or any member of the Controlled Group of any material
liability (other than liabilities incurred in the ordinary course of maintaining
the Pension Plan), fine or


                                      -45-
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penalty. Neither the Borrower nor any member of the Controlled Group has any
contingent liability with respect to any post-retirement benefit under a Welfare
Plan which could reasonably be expected to have a Material Adverse Effect, other
than liability for continuation coverage described in Part 6 of Title I of
ERISA.

         SECTION 7.11 ENVIRONMENTAL WARRANTIES.

         (a) All facilities and property owned or leased by the Borrower or any
of its Subsidiaries or Partnerships have been, and continue to be, owned or
leased by the Borrower and its Subsidiaries in compliance with all Environmental
Laws, except where the failure so to comply would not have, or be reasonably
expected to have, a Material Adverse Effect.

         (b) There are no pending or, to the knowledge of the Borrower,
threatened:

                  (i) claims, complaints, notices or requests for information
         received by the Borrower from governmental authorities with respect to
         any alleged violation by the Borrower of any Environmental Law that,
         singly or in the aggregate, have, or may reasonably be expected to
         have, a Material Adverse Effect; or

                  (ii) complaints, notices or inquiries to the Borrower from
         governmental authorities regarding potential liability under any
         Environmental Law that, singly or in the aggregate, have, or may
         reasonably be expected to have, a Material Adverse Effect.

         (c) There have been no Releases (as defined under any Environmental
Law) of Hazardous Materials at, on or under any property now or previously owned
or leased by the Borrower that, singly or in the aggregate, have, or may
reasonably be expected to have, a Material Adverse Effect.

         (d) The Borrower has obtained and is in compliance with all permits,
certificates, approvals, licenses and other authorizations relating to
environmental matters and necessary for the Borrower's business, except where
the failure to obtain, maintain or comply with such permits, certificates,
approvals, licenses or other authorizations would not have, or be reasonably
expected to have, a Material Adverse Effect.

         (e) To the reasonable knowledge of the Borrower, no property now or
previously owned or leased by the Borrower is listed or proposed for listing
(with respect to owned property only) on the National Priorities List pursuant
to any Environmental Law, on the CERCLIS or on any similar state list of sites
requiring investigation or clean-up.

         (f) No conditions exist at, on or under any property now or previously
owned or leased by the Borrower which, with the passage of time, or the giving
of notice or both, would give rise to liability under any Environmental Law
which liability would have, or may reasonably be expected to have, a Material
Adverse Effect.

         SECTION 7.12 REGULATIONS T, U AND X. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of any Loans will be used for a purpose which violates,
or would be inconsistent with, F.R.S. Board Regulation T, U or X. Terms for
which meanings are provided in F.R.S. Board


                                      -46-
<Page>


Regulation T, U or X or any regulations substituted therefor, as from time to
time in effect, are used in this SECTION 7.12 with such meanings.

         SECTION 7.13 ACCURACY OF INFORMATION. All factual information
heretofore or contemporaneously furnished by the Borrower in writing to the
Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby (other than projections and
other "forward-looking" information which have been prepared on a reasonable
basis and in good faith by the Borrower) is, and all other such written factual
information hereafter furnished by the Borrower in writing to the Administrative
Agent or any Lender will be, true and materially accurate in every material
respect on the date as of which such information is dated or certified and as of
the date of execution and delivery of this Agreement by the Administrative Agent
and such Lender, and such information is not, or shall not be, as the case may
be, incomplete by omitting to state any material fact necessary to make such
information not materially misleading.

         SECTION 7.14 THE OBLIGATIONS. The Obligations are senior, unsecured
Indebtedness of the Borrower ranking at least PARI PASSU with all other senior,
unsecured Indebtedness of the Borrower.

                                  ARTICLE VIII

                                    COVENANTS

SECTION 8.1 AFFIRMATIVE COVENANTS. The Borrower agrees with the Administrative
Agent and each Lender that, until the Commitments have terminated and all
Obligations have been paid and performed in full, the Borrower will perform the
obligations set forth in this SECTION 8.1.

SECTION 8.1.1 FINANCIAL INFORMATION, REPORTS, NOTICES. The Borrower will
furnish, or will cause to be furnished, to the Administrative Agent copies of
the following financial statements, reports, notices and information:

                  (a) as soon as available and in any event within 60 days after
         the end of each of the first three Fiscal Quarters of each Fiscal Year
         of the Borrower, consolidated balance sheets of the Borrower and its
         Subsidiaries as of the end of such Fiscal Quarter and consolidated
         statements of income and cash flows of the Borrower and its
         Subsidiaries for such Fiscal Quarter and for the period commencing at
         the end of the previous Fiscal Year and ending with the end of such
         Fiscal Quarter, certified by an Authorized Representative with
         responsibility for financial matters;

                  (b) as soon as available and in any event within 120 days
         after the end of each Fiscal Year of the Borrower, a copy of the annual
         audit report for such Fiscal Year for the Borrower and its
         Subsidiaries, including therein consolidated balance sheets of the
         Borrower and its Subsidiaries as of the end of such Fiscal Year and
         consolidated statements of income and cash flows of the Borrower and
         its Subsidiaries for such Fiscal Year, and accompanied by the
         unqualified opinion of Arthur Andersen & Co. or other internationally
         recognized independent auditors selected by the Borrower which report


                                      -47-
<Page>


         shall state that such consolidated financial statements present fairly
         in all material respects the financial position for the periods
         indicated in conformity with GAAP applied on a basis consistent with
         prior periods;

                  (c) concurrently with the delivery of financial statements
         referred to in SECTIONS 8.1.1.(A) and 8.1.1(B), a certificate, executed
         by the controller, treasurer or chief financial officer of the
         Borrower, showing (in reasonable detail and with appropriate
         calculations and computations (separately specifying, INTER ALIA,
         Excluded Operating Cash Flow (if any) of each Consolidated Operating
         Project) in all respects satisfactory to the Administrative Agent)
         compliance with the financial covenants set forth in SECTION 8.2.8 and
         SECTION 8.2.9;

                  (d) as soon as possible and in any event within five Business
         Days after any Authorized Representative obtains knowledge of the
         occurrence of each Default, a statement of such Authorized
         Representative setting forth details of such Default or default and the
         action which the Borrower has taken and proposes to take with respect
         thereto;

                  (e) as soon as possible and in any event within five Business
         Days after (x) the occurrence of any material adverse development with
         respect to any litigation, action, proceeding, or labor controversy of
         the type described in SECTION 7.7 or (y) the commencement of any labor
         controversy, litigation, action, proceeding of the type described in
         SECTION 7.7, notice thereof and, upon request of the Administrative
         Agent, copies of all non-privileged documentation relating thereto;

                  (f) promptly after the sending or filing thereof, copies of
         all reports and registration statements which the Borrower files with
         the Securities and Exchange Commission or any national securities
         exchange;

                  (g) immediately upon becoming aware of the institution of any
         steps by the Borrower or any other Person to terminate any Pension Plan
         (other than a standard termination under ERISA Section 4041(b)), or the
         failure to make a required contribution to any Pension Plan if such
         failure is sufficient to give rise to a Lien under Section 302(f) of
         ERISA, or the taking of any action with respect to a Pension Plan which
         could result in the requirement that the Borrower furnish a bond or
         other security to the PBGC or such Pension Plan, or the occurrence of
         any event with respect to any Pension Plan which could result in the
         incurrence by the Borrower or any member of the Controlled Group of any
         material liability (other than liabilities incurred in the ordinary
         course of maintaining the Pension Plan), fine or penalty, or any
         increase in the contingent liability of the Borrower with respect to
         any post-retirement Welfare Plan benefit which has a Material Adverse
         Effect, notice thereof and copies of all documentation relating
         thereto;

                  (h) as soon as known, any changes in Borrower's Debt Rating by
         Moody's or S&P or any other rating agency which maintains a Debt Rating
         on the Borrower which is used in the Pricing Grid;

                  (i) as soon as known, the occurrence of any Affiliate
         Bankruptcy Event; and


                                      -48-
<Page>


                  (j) other information reasonably requested by the
         Administrative Agent.

         SECTION 8.1.2 COMPLIANCE WITH LAWS. The Borrower will comply in all
material respects with all applicable laws, rules, regulations and orders, such
compliance to include the payment, before the same become delinquent, of all
taxes, assessments and governmental charges imposed upon it or upon its property
(except to the extent non-compliance would not reasonably be expected to have a
Material Adverse Effect and to the extent that such assignments and charges are
being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books).

         SECTION 8.1.3 MAINTENANCE OF PROPERTIES. The Borrower will, and will
use reasonable efforts to cause each of its Subsidiaries and Partnerships to,
maintain, preserve, protect and keep its property and equipment in good repair,
working order and condition (ordinary wear and tear excepted), and make
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times unless
the Borrower determines in good faith that the continued maintenance of any of
its properties or equipment is no longer economically desirable and except where
the failure so to do would not have a Material Adverse Effect.

         SECTION 8.1.4 INSURANCE. The Borrower will maintain or cause to be
maintained with responsible insurance companies insurance with respect to its
properties and business against such casualties and contingencies and of such
types and in such amounts as is customary in the case of similar businesses.

         SECTION 8.1.5 BOOKS AND RECORDS. The Borrower will, and will cause each
of its active Subsidiaries to, keep books and records which accurately reflect
all of its business affairs and transactions and permit the Administrative Agent
and each Lender or any of their respective representatives (at the
Administrative Agent's or such Lender's expense), at reasonable times and
intervals upon reasonable prior notice, to visit all of its offices, to discuss
its financial matters with its officers and independent public accountant. The
Borrower will at any reasonable time and from time to time upon reasonable prior
notice, permit the Administrative Agent and the Lenders or any of their
respective agents or representatives to examine and make copies of and abstracts
from the records and books of account of the Borrower; PROVIDED that by virtue
of this SECTION 8.1.5 the Borrower shall not be deemed to have waived any right
to confidential treatment of the informational obtained, subject to the
provisions of applicable law or court order.

         SECTION 8.1.6 ENVIRONMENTAL COVENANT. The Borrower will, and will use
reasonable efforts to cause each of its Subsidiaries and Partnerships to:

                  (a) use and operate all of its facilities and properties in
         compliance with all Environmental Laws, keep all necessary permits,
         approvals, certificates, licenses and other authorizations relating to
         environmental matters in effect and remain in material compliance
         therewith, and handle all Hazardous Materials in material compliance
         with all applicable Environmental Laws, in each case where the failure
         to do so may reasonably be expected to have a Material Adverse Effect;



                                      -49-
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                  (b) promptly cure and have dismissed with prejudice to the
         reasonable satisfaction of the Administrative Agent any actions and
         proceedings relating to compliance with Environmental Laws where such
         action or proceeding may reasonably be expected to have a Material
         Adverse Effect; PROVIDED that the Borrower or such Subsidiary or
         Partnership may postpone such cure and dismissal during any period in
         which it is diligently pursuing any available administrative review
         proceedings, remedial actions or appeals with respect to such action or
         proceeding so long as such postponement would not be reasonably likely
         to have a Material Adverse Effect; and

                  (c) provide such non-privileged information as the
         Administrative Agent may reasonably request from time to time to
         evidence compliance with this SECTION 8.1.6.

         SECTION 8.1.7 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The
Borrower will continue to engage in business of the same type as now conducted
by it and preserve, renew and keep in full force and effect its corporate
existence and take all reasonable action to maintain all material rights,
privileges and franchises necessary or desirable in the normal conduct of its
business, except, in each case, as otherwise permitted by SECTION 8.2.4.

         SECTION 8.1.8 USE OF PROCEEDS. The Borrower will apply the proceeds of
the Loans for general corporate purposes (including without limitation, to
refinance certain existing Indebtedness of the Borrower, to finance equity
investments in certain projects of the Borrower, to provide working capital, for
the issuance of the letters of credit and to finance capital expenditures).

         SECTION 8.1.9 INDEPENDENT DIRECTOR. The Borrower shall maintain at
least one independent director on the Board of Directors of the Borrower, other
than during one or more periods not in any one case to exceed 30 consecutive
days; PROVIDED that, during the vacancy, the Board of Directors of the Borrower
will not take any action which requires the approval of the independent director
(including bankruptcy actions).

         SECTION 8.1.10 ARTICLES OF INCORPORATION. The Borrower will observe all
of (i) the restricted payments provisions and (ii) the separateness provisions
of its Articles of Incorporation as such provisions are in effect on the
Effective Date.

         SECTION 8.2 NEGATIVE COVENANTS. The Borrower agrees with the
Administrative Agent and each Lender that, until all Commitments have terminated
and all Obligations have been paid and performed in full, the Borrower will, and
will cause each of its Subsidiaries and Partnerships, as applicable, to perform
the obligations set forth in this SECTION 8.2.

         SECTION 8.2.1 RESTRICTIONS ON SECURED INDEBTEDNESS. The Borrower will
not create, incur, assume or suffer to exist any secured Indebtedness other
than:

                  (a) (i) Capitalized Lease Liabilities, (ii) other secured
         Indebtedness of any kind whatsoever existing on the Effective Date and
         (iii) other secured Indebtedness not to exceed 10% of the Borrower's
         Net Tangible Assets, PROVIDED that: (A) neither the Company nor its
         subsidiaries shall be permitted to create, incur, assume or suffer to
         exist secured Indebtedness in reliance upon this SECTION 8.2.1(a)(iii)
         until the earlier to occur


                                      -50-
<Page>


         of: (x) April 5, 2003, if the Borrower's Debt Rating is at least BBB-
         by S&P and Baa3 by Moody's (with stable outlook from each rating
         agency), and (y) the date on which S&P rates the Borrower's Debt rating
         at least BBB or higher and Moody's rates the Borrower's Debt Rating at
         least Baa2 or higher (with stable outlook from each rating agency); and
         (B) NOTWITHSTANDING any restriction in this SECTION 8.2.1(A)(III), the
         Company and its subsidiaries shall be permitted to create, incur,
         assume or suffer to exist secured Indebtedness in reliance upon this
         SECTION 8.2.1(A)(III) to secure Indebtedness not to exceed $100 million
         in the aggregate; PROVIDED that any secured Indebtedness exceeding such
         amount may be secured pursuant to CLAUSE (F) of SECTION 8.2.2; and

                  (b) Non-Recourse Debt with respect to which the Borrower has
         pledged the stock of a Subsidiary in order to secure initial project
         financing obtained or being obtained after the Effective Date hereof by
         such Subsidiary (or the Partnership in which such Subsidiary is a
         partner).

         SECTION 8.2.2 LIENS. The Borrower will not create, incur, assume or
suffer to exist any Lien upon any of its property, revenues or assets, whether
now owned or hereafter acquired, except:

                  (a) Liens granted to secure payment of Indebtedness of the
         type permitted and described in CLAUSE (B) of SECTION 8.2.1;

                  (b) Liens for taxes, assessments or other governmental charges
         or levies not at the time delinquent or thereafter payable without
         penalty or which are being diligently contested in good faith by
         appropriate proceedings and for which adequate reserves in accordance
         with GAAP shall have been set aside on its books;

                  (c) Liens of carriers, warehousemen, mechanics, materialmen
         and landlords incurred in the ordinary course of business for sums not
         overdue or which are being diligently contested in good faith by
         appropriate proceedings and for which adequate reserves in accordance
         with GAAP shall have been set aside on its books;

                  (d) Liens incurred in the ordinary course of business in
         connection with workmen's compensation, unemployment insurance or other
         forms of governmental insurance or benefits, or to secure performance
         of tenders, statutory obligations, leases and contracts (other than for
         borrowed money) entered into in the ordinary course of business or to
         secure obligations on surety or appeal bonds;

                  (e) judgment Liens in existence less than 30 days after the
         entry thereof or with respect to which execution has been stayed or the
         payment of which is covered in full (subject to a customary deductible)
         by insurance maintained with responsible insurance companies;

                  (f) Liens upon any property (other than direct or indirect
         ownership interests of the Borrower in Major Projects, except for those
         Liens on such ownership interests existing on the Effective Date) at
         any time directly owned by the Borrower to secure any Indebtedness of
         the nature described in CLAUSE (A) of SECTION 8.2.1; and


                                      -51-
<Page>


                  (g) any Lien existing on the property of the Borrower on the
         Effective Date.

         In the event that the Borrower shall propose to create, incur, assume
or suffer to exist any Lien upon any property at any time directly owned by it
to secure any Indebtedness as contemplated by CLAUSE (F) above, the Borrower
will give prior written notice thereof to the Administrative Agent, who shall
give notice to the Lenders, and the Borrower will, prior to or simultaneously
with the creation of such Lien, effectively secure the Obligations equally and
ratably with such Indebtedness.

         SECTION 8.2.3 INVESTMENTS. The Borrower will not, and will not permit
any of its Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:

                  (a)  Investments existing on the Effective Date;

                  (b) Cash Equivalent Investments, PROVIDED, HOWEVER, that any
         Investment which when made complies with the requirements of the
         definition of the term "CASH EQUIVALENT INVESTMENT" may continue to be
         held notwithstanding that such Investment if made thereafter would not
         comply with such requirements.

                  (c) without duplication, Investments permitted as Indebtedness
         pursuant to SECTION 8.2.1;

                  (d)  otherwise in the ordinary course of business;

                  (e)  Investments permitted pursuant to SECTION 8.2.4(B); and

                  (f) Investments in Persons primarily engaged in the power
         generation, power sales or power transmission business.

         SECTION 8.2.4 CONSOLIDATION, MERGER. The Borrower will not, and will
not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with,
or merge into or with, any other corporation, or purchase or otherwise acquire
all or substantially all of the assets of any Person (or of any division
thereof) except:

                  (a) any such Subsidiary may liquidate or dissolve voluntarily
         into, and may merge with and into, the Borrower or any other
         Subsidiary, and the assets or stock of any Subsidiary may be purchased
         or otherwise acquired by the Borrower or any other Subsidiary;

                  (b) so long as no Default has occurred and is continuing or
         would occur after giving effect thereto, the Borrower or any of its
         Subsidiaries may purchase all or substantially all of the assets of any
         Person, or (in the case of any such Subsidiary) acquire such person by
         merger; and

                  (c) provided that no Default has occurred and is continuing or
         would occur after giving effect thereto, the Borrower may consolidate
         with or merge into any other Person, or convey, transfer or lease its
         properties and assets substantially as an entirety to any



                                      -52-
<Page>


         person, or permit any Person to merge into or consolidate with the
         Borrower if (i) the Borrower is the surviving corporation or the
         surviving corporation or purchaser or lessee is a corporation
         incorporated under the laws of the United States of America or Canada
         and assumes the Obligations and (ii) the surviving corporation has Debt
         Ratings of at least BBB- from S&P and Baa3 from Moody's (with a stable
         outlook from both rating agencies).

         SECTION 8.2.5 ASSET DISPOSITIONS. The Borrower will not, and will not
permit any of its Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey, or grant options, warrants or other rights with respect to,
all or any substantial part of its assets (including accounts receivable and
capital stock of Subsidiaries) to any Person, unless:

                  (a) such sale, transfer, lease, contribution or conveyance is
         the ordinary course of its business; or

                  (b) the net book value of such assets, together with the net
         book value of all other assets sold, transferred, leased, contributed
         or conveyed otherwise than in the ordinary course of business by the
         Borrower or any of its Subsidiaries pursuant to this SECTION 8.2.5(B)
         during the most recent 12-month period since the Effective Date, does
         not exceed 10% of Net Tangible Assets computed as of the end of the
         most recent quarter preceding such sale; PROVIDED, HOWEVER, that any
         such sales shall be disregarded for purposes of the limitation of this
         SECTION 8.2.5(B) if the proceeds are invested in assets in similar or
         related lines of business of the Borrower, and PROVIDED FURTHER, that
         the Borrower may sell or otherwise dispose of assets in excess of such
         10% if the proceeds from such sales or dispositions, which are not so
         reinvested, are retained by the Borrower as cash or Cash Equivalent
         Investments or are used to purchase or repay Indebtedness ranking equal
         in right of payment to the Indebtedness of the Borrower hereunder or to
         purchase or repay Indebtedness of its Subsidiaries.

         SECTION 8.2.6 TRANSACTIONS WITH AFFILIATES. The Borrower will not enter
into, or cause, suffer or permit to exist any arrangement or contract with any
of its Affiliates unless such arrangement or contract is fair and equitable to
the Borrower and is an arrangement or contract of the kind which would be
entered into by a prudent Person in the position of the Borrower with a Person
which is not one of its Affiliates. Notwithstanding the foregoing, the Leveraged
Lease Transaction and the Leveraged Lease Basic Documents shall be deemed not to
be contracts or arrangements with an Affiliate for the purposes of this SECTION
8.2.6.

         SECTION 8.2.7 RESTRICTIVE AGREEMENTS. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any agreement (excluding (i)
any Loan Document and any agreement governing any Indebtedness permitted by
CLAUSE (B) of SECTION 8.2.1 as to the assets financed with the proceeds of such
Indebtedness and, (ii) any Leveraged Lease Basic Document and any agreement with
respect to any Indebtedness entered into by the Borrower or any of its
Subsidiaries in connection with the Leveraged Lease Transaction) prohibiting:

                  (a) the ability of the Borrower to amend or otherwise modify
         any Loan Document; or


                                      -53-
<Page>


                  (b) the ability of any Subsidiary to make any payments,
         directly or indirectly, to the Borrower by way of dividend, advances,
         repayments of loans or advances, reimbursements of management and other
         intercompany charges, expenses and accruals or other returns on
         investments ("SUBSIDIARY Payments") , or any other agreement or
         arrangement which restricts the ability of any such Subsidiary to make
         any payment, directly or indirectly, to the Borrower where such
         prohibition or restriction has a Material Adverse Effect.

The restriction set forth in clause (b) above shall not apply to prohibitions or
restrictions on Subsidiary Payments directly or indirectly to the Borrower set
forth in any agreement entered into in connection with a refinancing of any
Indebtedness of the Borrower or any of its Subsidiaries (each such agreement
entered into after the Effective Date, a "RESTRICTIVE FINANCING DOCUMENT") if,
prior to entering into such Restrictive Financing Document, the Borrower shall
have delivered to the Administrative Agent: (A) a certificate of an Authorized
Representative stating that the projected financial or coverage ratios of the
affected Subsidiary as calculated on the basis of the pro forma financials
prepared in good faith on the basis of reasonable assumptions in connection
with, and after giving effect to, the transactions contemplated by such
Restrictive Financing Document will, during the remaining life to maturity of
the Obligations, equal or exceed the financial or coverage ratios, if any,
required for the affected Subsidiary to make any Subsidiary Payments directly or
indirectly to the Borrower in accordance with such Restrictive Financing
Document; and (B) letters from Moody's and S&P confirming the then current Debt
Rating.

         SECTION 8.2.8 INTEREST COVERAGE. The Borrower will at the end of each
of its fiscal quarters maintain an Interest Coverage Ratio for the immediately
preceding four consecutive fiscal quarters of the Borrower of not less than 1.50
to 1.00.

         SECTION 8.2.9 RECOURSE DEBT TO RECOURSE CAPITAL RATIO. The Borrower
will at the end of each of its fiscal quarters maintain a Recourse Debt to
Recourse Capital Ratio of not more than 0.675 to 1.00.

         SECTION 8.3 ERISA. The Borrower will not engage in any prohibited
transactions under Section 406 of ERISA or under Section 4975 of the Internal
Revenue Code, which would subject the Borrower to any tax, penalty or other
liabilities having a Material Adverse Effect.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         SECTION 9.1 LISTING OF EVENTS OF DEFAULT. Each of the following events
or occurrences described in this SECTION 9.1 shall constitute an "EVENT OF
DEFAULT".

         SECTION 9.1.1 NON-PAYMENT OF OBLIGATIONS. (i) The Borrower shall
default in the payment when due of principal of any Loan or L/C Obligation or
the Borrower shall fail to Cash Collateralize its L/C Obligation when due or
(ii) the Borrower shall default (and such default shall continue unremedied for
a period of five Business Days) in the payment when due


                                      -54-
<Page>


of interest on any Loan or L/C Obligation, any Facility Fee, Letter of Credit
Fee or of any other Obligation.

         SECTION 9.1.2 BREACH OF WARRANTY. Any representation or warranty of the
Borrower made or deemed to be restated or remade in any Loan Document or any
other writing or certificate furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender for the purposes of or in connection with any
Loan Document (including any certificates delivered pursuant to ARTICLE VI) is
or shall be incorrect when made or deemed made in any material respect.

         SECTION 9.1.3 NON-PERFORMANCE OF CERTAIN COVENANTS AND OBLIGATIONS. The
Borrower shall default in the due performance and observance of any of its
obligations under SECTION 8.2 (other than SECTIONS 8.2.3 and 8.2.6).

         SECTION 9.1.4 NON-PERFORMANCE OF OTHER COVENANTS AND OBLIGATIONS. The
Borrower shall default in the due performance and observance of any other
covenant or agreement contained in any Loan Document, and such default shall
continue unremedied for a period of 30 days after written notice thereof shall
have been given to the Borrower by the Administrative Agent.

         SECTION 9.1.5 DEFAULT ON OTHER INDEBTEDNESS. A default shall occur in
the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness of the Borrower or a default
shall occur in the performance or observance of any obligation or condition with
respect to such Indebtedness if the effect of such default is to accelerate the
maturity of any such Indebtedness or such default shall continue unremedied for
any applicable period of time sufficient to permit the holder or holders of such
Indebtedness, or any trustee or agent for such holders, to cause such
Indebtedness to become due and payable prior to its expressed maturity, in
either case, such Indebtedness having a principal amount, individually or in the
aggregate, in excess of $20,000,000 (other than Indebtedness described in
SECTION 9.1.1).

         SECTION 9.1.6 JUDGMENTS. Any judgment or order for the payment of money
in excess of $20,000,000 (taking into account any Insurance proceeds payable
under a policy where the insurer has accepted coverage without reservation)
shall be rendered against the Borrower and either:

                  (a) enforcement proceedings shall have been commenced by any
         creditor upon such judgment or order; or

                  (b) there shall be any period of ninety (90) consecutive days
         during which a stay of enforcement of such judgment or order, by reason
         of a pending appeal or otherwise, shall not be in effect.

         SECTION 9.1.7 PENSION PLANS. Any of the following events shall occur
with respect to any Pension Plan:

                  (a) the institution of any steps by the Borrower, any member
         of its Controlled Group or any other Person to terminate a Pension Plan
         if, as a result of such termination,


                                      -55-
<Page>


         the Borrower or any such member could be required to make a
         contribution to such Pension Plan, or could reasonably expect to incur
         a liability or obligation to such Pension Plan, in excess of
         $20,000,000; or

                  (b) a contribution failure occurs with respect to any Pension
         Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.

         SECTION 9.1.8 BANKRUPTCY, INSOLVENCY. The Borrower shall:

                  (a) become insolvent or generally fail to pay, or admit in
         writing its inability or unwillingness to pay, debts as they become
         due;

                  (b) apply for, consent to, or acquiesce in, the appointment of
         a trustee, receiver, sequestrator or other custodian for the Borrower
         or a substantial portion of its property, or make a general assignment
         for the benefit of creditors;

                  (c) in the absence of such application, consent or
         acquiescence, permit or suffer to exist the appointment of a trustee,
         receiver, sequestration or other custodian for the Borrower or for a
         substantial part of its property, and such trustee, receiver,
         sequestration or other custodian shall not be discharged within 60
         days, PROVIDED that nothing in the Loan Documents shall prohibit or
         restrict any right the Administrative Agent or any Lender may have
         under applicable law to appear in any court conducting any relevant
         proceeding during such 60-day period to preserve, protect and defend
         its rights under the Loan Documents (and the Borrower shall not object
         to any such appearance);

                  (d) permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law, or any dissolution,
         winding up or liquidation proceeding, in respect of the Borrower, and,
         if any such case or proceeding is not commenced by the Borrower, such
         case or proceeding shall be consented to or acquiesced in by the
         Borrower or shall result in the entry of an order for relief or shall
         remain for 60 days undismissed, PROVIDED that nothing in the Loan
         Documents shall prohibit or restrict any right the Administrative Agent
         or any Lender may have under applicable law to appear in any court
         conducting any such case or proceeding during such 60-day period to
         preserve, protect and defend its rights under the Loan Documents (and
         the Borrower shall not object to any such appearance); or

                  (e) take any corporate action authorizing, or in furtherance
         of, any of the foregoing.

         SECTION 9.1.9 SUBSTANTIVE CONSOLIDATION. In connection with an
Affiliate Bankruptcy Event, any Person shall seek (whether by adversarial
proceeding, motion or otherwise) the substantive consolidation of any part of
the assets, properties, estate or liabilities of the Borrower with the estate or
liabilities of any Person subject of such Affiliate Bankruptcy Event and such
application shall be consented to or acquiesced in by the Borrower or shall
result in an order for such substantive consolidation or shall remain for 60
days undismissed, PROVIDED that nothing in the Loan Documents shall prohibit or
restrict any right the Administrative Agent or any Lender may have under
applicable law to appear in any court conducting any such case or


                                      -56-
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proceeding during such 60-day period to preserve, protect and defend its rights
under the Loan Documents (and the Borrower shall not object to any such
appearance).

         SECTION 9.2 ACTION IF BANKRUPTCY. If any Event of Default described in
CLAUSES (A) through (E) of SECTION 9.1.8 shall occur with respect to the
Borrower, the Commitments (if not theretofore terminated) shall automatically
terminate and the outstanding principal amount of all outstanding Loans and all
other Obligations shall automatically be and become immediately due and payable,
without notice or demand.

         SECTION 9.3 ACTION IF OTHER EVENT OF DEFAULT. If any Event of Default
(other than any Event of Default described in CLAUSES (A) through (E) of SECTION
9.1.8) shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by written notice to the Borrower declare all or any portion of
the outstanding principal amount of the Loans and other Obligations to be due
and payable and/or the Commitments (if not theretofore terminated) to be
terminated, whereupon the full unpaid amount of such Loans and other Obligations
which shall be so declared due and payable shall be and become immediately due
and payable, without further notice, demand or presentment and/or, as the case
may be, the Commitments shall terminate. The rights provided for in the Loan
Documents are cumulative and are not exclusive of any other rights, powers,
privileges or remedies provided by law or in equity, or under any other
instrument, document or agreement now existing or hereafter arising.

         SECTION 9.4 RESCISSION OF DECLARATION. Any declaration made pursuant to
SECTION 9.3 may, should the Required Lenders in their sole and absolute
discretion so elect, be rescinded by written notice to the Borrower at any time
after the principal of the Loans and the Notes shall have become due and
payable, but before any judgment or decree for the payment of the monies so due,
or any part thereof, shall have been entered; PROVIDED that the Borrower shall
have paid all arrears of interest upon the Loans and all other amounts then owed
to the Administrative Agent and the Lenders including all costs, expenses and
liabilities incurred by the Administrative Agent and the Lenders in respect of
such declaration and all consequences thereof (except that principal of the
Loans which by such declaration shall have become payable) and every other Event
of Default shall have been made good, waived or cured; PROVIDED that no such
rescission or annulment shall extend to or affect any subsequent Event of
Default or impair any right consequent thereon.

                                   ARTICLE X

                            THE ADMINISTRATIVE AGENT

         SECTION 10.1 ACTIONS.

         (a) Each Lender hereby appoints CUSA as its Administrative Agent under
and for purposes of each Loan Document. Each Lender authorizes the
Administrative Agent to act on behalf of such Lender under each Loan Document
and, in the absence of other written instructions from the Required Lenders
received from time to time by the Administrative Agent (with respect to which
the Administrative Agent agrees that it will comply, except as otherwise
provided in this Section or as otherwise advised by counsel), to exercise such
powers hereunder


                                      -57-
<Page>


and thereunder as are specifically delegated to or required of the
Administrative Agent by the terms hereof and thereof, together with such powers
as may be reasonably incidental thereto. Notwithstanding any provision to the
contrary contained elsewhere in any Loan Document, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into any Loan
Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term "agent" in this
Agreement with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

         (b) Each Lender hereby agrees to indemnify (which indemnity shall
survive any termination of this Agreement) the Agent-Related Persons PRO RATA
according to such Lender's Percentage, from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any kind or nature
whatsoever which may at any time be imposed on, incurred by, or asserted
against, the Agent-Related Persons in any way relating to or arising out of any
Loan Document, including reasonable attorneys' fees, and as to which the
Administrative Agent is not reimbursed by the Borrower; PROVIDED, HOWEVER, that
no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, costs or expenses which are determined by
a court of competent jurisdiction in a final proceeding to have resulted from
the Agent-Related Person's gross negligence or willful misconduct. No
Agent-Related Persons shall be required to take any action under any Loan
Document, or to prosecute or defend any suit in respect of or any Loan Document,
unless it is indemnified hereunder to its satisfaction. If any indemnity in
favor of the Administrative Agent shall be or become, in its determination,
inadequate, the Agent-Related Person may call for additional indemnification
from the Lenders and cease to do the acts indemnified against hereunder until
such additional indemnity is given.

         (c) The Issuing Lender shall act on behalf of the Lenders with respect
to any Letters of Credit Issued by it and the documents associated therewith
until such time and except for so long as the Administrative Agent may agree at
the request of the Required Lenders to act for such Issuing Lender with respect
thereto; PROVIDED, HOWEVER, that the Issuing Lender shall have all of the
benefits and immunities (i) provided to the Administrative Agent in this ARTICLE
X with respect to any acts taken or omissions suffered by the Issuing Lender in
connection with Letters of Credit Issued by it or proposed to be Issued by it
and the L/C Related Documents as fully as if the term "Administrative Agent", as
used in this ARTICLE X, included the Issuing Lender with respect to such acts or
omissions, and (ii) as additionally provided in this Agreement with respect to
the Issuing Lender.

         SECTION 10.2 FUNDING RELIANCE. Unless the Administrative Agent shall
have been notified by telephone, confirmed in writing, by any Lender by 12:00
Noon, New York City time, on the Business Day prior to a Borrowing that such
Lender will not make available the amount which would constitute its Percentage
of such Borrowing on the date specified therefor, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative
Agent and, in reliance upon such assumption, may, but shall not be required to,



                                      -58-
<Page>



make available to the Borrower a corresponding amount. If and to the extent that
such Lender shall not have made such amount available to the Administrative
Agent, such Lender and the Borrower severally agree to repay the Administrative
Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date the Administrative Agent made such amount
available to the Borrower to the date such amount is repaid to the
Administrative Agent, at the interest rate applicable at the time to Loans
comprising such Borrowing; PROVIDED that if such Lender makes available the
amount which is its Percentage of such Borrowing on or before the next Business
Day following the day when due, the interest rate payable on such amount shall
be the Federal Funds Rate.

         SECTION 10.3 EXCULPATION. No Agent-Related Person shall be liable to
any Lender for any action taken or omitted to be taken by it under or any Loan
Document, or in connection therewith, except for its own willful misconduct or
gross negligence, nor responsible for any recitals or warranties herein or
therein, nor for the effectiveness, enforceability, validity or due execution of
any Loan Document, nor to make any inquiry respecting the performance by the
Borrower of its obligations under any Loan Document. Any such inquiry which may
be made by the Administrative Agent shall not obligate it to make any further
inquiry or to take any action. Each Agent-Related Person shall be entitled to
rely upon advice of counsel concerning legal matters and upon any notice,
consent, certificate, statement or writing which the Administrative Agent
believes to be genuine and to have been presented by a proper Person.

         SECTION 10.4 SUCCESSOR. The Administrative Agent may resign as such at
any time upon at least 30 days' prior notice to the Borrower and all Lenders. If
the Administrative Agent at any time shall resign, the Required Lenders may,
within ten (10) days after such notice and with the consent of the Borrower (not
to be unreasonably withheld), appoint another Lender as a successor
Administrative Agent which shall thereupon become the Administrative Agent
hereunder. If no successor Administrative Agent shall have been so appointed by
the Required Lenders, and shall have accepted such appointment, within 30 days
after the retiring Administrative Agent's giving notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, after notice to and
consultation with the Borrower, appoint a successor Administrative Agent, which
shall be one of the Lenders or an Eligible Assignee, and shall have a combined
capital and surplus of at least $250,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to receive from the
retiring Administrative Agent such documents of transfer and assignment as such
successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement. After the
effective date of any retiring Administrative Agents resignation hereunder as
the Administrative Agent, the provisions of (a) this ARTICLE X shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
the Administrative Agent under this Agreement; and (b) SECTION 11.3 and SECTION
11.4 shall continue to inure to its benefit.

         SECTION 10.5 LOANS BY CUSA. CUSA shall have the same rights and powers
with respect to the Loans made by it or any of its Affiliates as any other
Lender and may exercise the same as if it were not the Administrative Agent.
CUSA and its Affiliates may accept deposits from, lend money to, and generally
engage in any kind of business with the


                                      -59-
<Page>


Borrower or any Subsidiary or Affiliate of the Borrower as if CUSA were not the
Administrative Agent hereunder.

         SECTION 10.6 RELIANCE BY ADMINISTRATIVE AGENT.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to the
Company), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Loan Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under any Loan Document in accordance with a request or
consent of the Required Lenders and such request and any action taken or failure
to act pursuant thereto shall be binding upon all of the Lenders.

         (b) For purposes of determining compliance with the conditions
specified in SECTION 6.1, each Lender that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to the Lender.

         SECTION 10.7 NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Lenders, unless the Administrative Agent shall have received written notice from
a Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be requested by the Required Lenders in accordance with
Article IX; PROVIDED, HOWEVER, that unless and until the Administrative Agent
has received any such request, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

         SECTION 10.8 CREDIT DECISIONS. Each Lender acknowledges that it has,
independently of the Agent-Related Person and each other Lender, and based on
such Lender's review of the financial information of the Borrower, the Loan
Documents (the terms and provisions of which being satisfactory to such Lender)
and such other documents, information and investigations as such Lender has
deemed appropriate, made its own credit decision to extend its Commitments. Each
Lender also acknowledges that it will, independently of the Administrative Agent
and each other Lender, and based on such other documents, information



                                      -60-
<Page>


and investigations as it shall deem appropriate at any time, continue to make
its own credit decisions as to exercising or not exercising from time to time
any rights and privileges available to it under any Loan Document.

         SECTION 10.9 COPIES. The Administrative Agent shall give prompt notice
to each Lender of each notice or request required or permitted to be given to
the Administrative Agent by the Borrower pursuant to the terms of this Agreement
(unless concurrently delivered to the Lenders by the Borrower). The
Administrative Agent will distribute to each Lender each document or instrument
(including without limitation, each document or instrument delivered by the
Borrower to the Administrative Agent pursuant to Article VI and VIII) received
for its account and copies of all other communications received by the
Administrative Agent from the Borrower for distribution to the Lenders by the
Administrative Agent in accordance with the terms of this Agreement.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.1 WAIVERS, AMENDMENTS.

         (a) The provisions of each Loan Document may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to by the Borrower and the Required Lenders; PROVIDED,
HOWEVER, that no such amendment, modification or waiver shall (i) forgive the
principal amount or extend the final scheduled date of maturity of any Loan,
reduce the stated rate of any interest or fee payable hereunder or extend the
scheduled date of any payment thereof, or increase the amount or extend the
expiration date of any Lender's Commitment without the consent of each Lender
directly affected thereby; (ii) amend, modify or waive any provision of this
SECTION 11.1, SCHEDULE 2.9 or any percentage specified in the definition of
Required Lenders, or consent to the assignment or transfer by the Borrower of
any of its rights and obligations under the Loan Documents, in each case without
the written consent of all Lenders; (iii) amend, modify or waive any PRO RATA
provision of SECTION 4.9, or any provision in the Loan Documents which provides
for amounts paid in respect of the Obligations to be shared among the Lenders
ratably, without the consent of all Lenders; or affect the interests, rights or
obligations of the Agent QUA the Agent or the Issuing Lender QUA the Issuing
Lender shall be made without consent of the Agent or the Issuing Lender,
respectively. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the
Borrower, the Lenders, the Administrative Agent and all future holders of the
Loans. In the case of any waiver, the Borrower and its Subsidiaries, the Lenders
and the Administrative Agent shall be restored to their former position and
rights and under the Loan Documents, and any Default or Event of Default waived
shall be deemed to be cured and not continuing; but no such waiver shall extend
to any subsequent or other Default or Event of Default, or impair any right
consequent thereon.

         (b) No failure or delay on the part of the Administrative Agent,
Issuing Lender or any Lender in exercising any power or right under any Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise
thereof or the exercise of any other power or right. No notice to or demand on


                                      -61-
<Page>



the Borrower in any case shall entitle it to any notice or demand in similar or
other circumstances. No waiver or approval by the Administrative Agent, the
Issuing Lender or any Lender under any Loan Document shall, except as may be
otherwise stated in such waiver or approval, be applicable to subsequent
transactions. No waiver or approval hereunder shall require any similar or
dissimilar waiver or approval thereafter to be granted hereunder.

         SECTION 11.2 NOTICES. All notices and other communications provided to
any party hereto under any Loan Document shall be in writing or by facsimile and
addressed, delivered or transmitted to such party at its address or facsimile
number set forth on SCHEDULE 1.1(B) or set forth in the Lender Assignment
Agreement or at such other address or facsimile number as may be designated by
such party in a written notice to the other parties. Any notice, if mailed and
properly addressed with postage prepaid shall be effective five Business Days
after being sent or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any notice, if transmitted by facsimile,
shall be deemed given when transmitted (if confirmed).

         SECTION 11.3 PAYMENT OF COSTS AND EXPENSES.

         (a) The Borrower agrees to pay promptly on demand all reasonable costs
and expenses of the Lead Arrangers, the Issuing Lender and the Administrative
Agent (including the reasonable fees and out-of-pocket costs and expenses of
counsel to the Administrative Agent) in connection with:

                  (i) the negotiation, preparation, execution and delivery of
         each Loan Document, including schedules and exhibits, and any
         amendments, waivers, consents, supplements or other modifications to
         any Loan Document as may from time to time hereafter be required; and

                  (ii) the preparation and review of the form of any document or
         instrument relevant to any Loan Document; PROVIDED, HOWEVER, that the
         Borrower shall have no obligation to pay for the cost of the
         documentation of assignments or participations as provided in SECTION
         11.11 (unless such assignment is made pursuant to SECTION 4.11);

in each case, upon presentation of statement of account, whether or not the
transactions contemplated hereby are consummated.

                  (b) The Borrower further agrees to pay upon demand, and to
save the Administrative Agent, the Issuing Lender and the Lenders harmless from
all liability for, any stamp or other taxes which may be payable in connection
with the execution, delivery or enforcement of any Loan Document or with the
Borrowings hereunder. The Borrower also agrees to reimburse the Administrative
Agent, the Issuing Lender and each Lender, as applicable, promptly upon demand
for (x) all reasonable out-of-pocket costs and expenses (including fees and
out-of-pocket expenses of counsel) incurred by the Administrative Agent, the
Issuing Lender and each Lender in connection with the negotiation of any
restructuring or work-out, whether or not consummated, of any Obligations and
(y) all out-of-pocket costs and expenses (including fees and out-of-pocket costs
and expenses of counsel) by the Administrative Agent, the Issuing Lender and
each Lender in connection with the enforcement of any Obligations after an Event
of


                                      -62-
<Page>



Default or in connection with any insolvency proceedings; PROVIDED that, in
either case, the Borrower shall not be obligated to reimburse such costs and
expenses that are found in a final judgment by a court of competent jurisdiction
to have been incurred in an attempt to enforce such rights and remedies that
were pursued by such Administrative Agent, the Issuing Lender or Lender in bad
faith and without any reasonable basis in fact or law.

         SECTION 11.4 INDEMNIFICATION.

         (a) In consideration of the execution and delivery of this Agreement by
each Lender and the extension of the Commitments, the Borrower hereby
indemnifies, exonerates and holds the Administrative Agent, the Lead Arrangers,
the Issuing Lender and each Lender and each of their respective affiliates,
officers, directors and employees (collectively, the "INDEMNIFIED PARTIES") free
and harmless from and against any and all losses, costs, actions, causes of
action, suits, liabilities and damages, and expenses incurred in connection
therewith (irrespective of whether any such Indemnified Party is a party to the
action for which indemnification hereunder is sought), including any amounts
paid to any Agent-Related Person pursuant to SECTION 10.1(B) and reasonable
attorneys' fees and disbursements but excluding claims for lost profits
(collectively, the "INDEMNIFIED LIABILITIES"), joint or several, that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or relating to:

                  (i) any transaction financed or to be financed in whole or in
         part, directly or indirectly, with the proceeds of any Loan;

                  (ii) the entering into and performance of any Loan Document by
         any of the Indemnified Parties (including any action brought by or on
         behalf of the Borrower as the result of any determination by the
         Required Lenders pursuant to ARTICLE VII not to fund any Borrowing);

                  (iii) any investigation, litigation, proceeding, or obligation
         related to any Environmental Law or other matter in any case arising
         out of the relationship of the parties under this Agreement; or

                  (iv) the presence on or under, or the escape, seepage,
         leakage, spillage, discharge, emission or release from, any real
         property owned, leased or operated by any Loan Party thereof of any
         Hazardous Material (including any losses, liabilities, damages,
         injuries, costs, expenses or claims asserted or arising under any
         Environmental Law), or at any other locations regardless of whether
         caused by, or within the control of, such Loan Party, where such claim
         or liability arises out of the relationship of the parties under this
         Agreement;

whether or not such investigation, litigation or proceeding is brought by the
Borrower or its Affiliates, any of their respective shareholders or creditors,
an Indemnified Party or any other person, or an Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated, except for any such Indemnified Liabilities arising for the account
of a particular Indemnified Party by reason of the relevant Indemnified Party's
(i) gross negligence or willful misconduct or (ii) breach of such Indemnified
Party's obligations


                                      -63-
<Page>


under this Agreement. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

         (b) To the extent permitted by applicable law, no Indemnified Party
shall have any liability to the Borrower or its Affiliates or any of their
respective shareholders or creditors under any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement
or any agreement or instrument contemplated hereby, any Loan or the use of the
proceeds thereof.

         SECTION 11.5 SURVIVAL. The obligations of the Borrower under SECTIONS
4.3, 4.5, 4.6, 4.7, 11.3 and 11.4, and the obligations of the Lenders under
SECTION 10.1, shall in each case survive any termination of this Agreement, the
payment in full of all Obligations and the termination of all Commitments. The
representations and warranties made by the Borrower in each Loan Document shall
survive the execution and delivery of such Loan Document.

         SECTION 11.6 SEVERABILITY. Any provision of any Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

         SECTION 11.7 HEADINGS. The various headings of each Loan Document are
inserted for convenience only and shall not affect the meaning or interpretation
of such other Loan Document or any provisions hereof or thereof.

         SECTION 11.8 EXECUTION IN COUNTERPARTS. This Agreement may be executed
by the parties hereto in several counterparts, each of which shall be executed
by the Borrower and the Administrative Agent and be deemed to be an original and
all of which shall constitute together but one and the same agreement.

         SECTION 11.9 GOVERNING LAW; ENTIRE AGREEMENT. This Agreement, the Notes
and the rights and obligations of the parties under this Agreement shall be
governed by, and construed and interpreted in accordance with, the law of the
state of New York. The Loan Documents, together with the fee letter referred to
in SECTION 3.3.3 and the commitment letter of even date therewith, represent the
agreement of the Borrower, the Administrative Agent and the Lenders and
supersede any and all prior agreements and understandings, oral or written,
relative or with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to subject matter hereof not expressly set forth or
referred to in the Loan Documents.


                                      -64-
<Page>


         SECTION 11.10 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED, HOWEVER, that:

                  (a) the Borrower may not assign or transfer its rights or
         obligations hereunder without the prior written consent of the
         Administrative Agent, the Issuing Lender and all Lenders; and

                  (b) the rights of sale, assignment and transfer of the Lenders
         are subject to SECTION 11.11.

         SECTION 11.11 SALE AND TRANSFER OF LOANS AND NOTES; PARTICIPATIONS IN
LOANS AND NOTES. Each Lender may assign, or sell participations in, its Loans
and Commitments to one or more other Persons in accordance with this SECTION
11.11.

         SECTION 11.11.1 ASSIGNMENTS.

         (a) Any Lender (an "ASSIGNOR") may, in accordance with applicable law,
at any time and from time to time assign to any Eligible Assignee, with the
consent of the Administrative Agent, the Issuing Lender and, except at any time
a Default or Event of Default shall have occurred and be continuing, the
Borrower (which, in each case, shall not be unreasonably withheld or delayed),
all or any part of its rights and obligations under this Agreement pursuant to a
Lender Assignment Agreement, executed by such Eligible Assignee, such Assignor
and any other Person whose consent is required pursuant to this paragraph, and
delivered to the Administrative Agent for its acceptance and recording in the
Register; PROVIDED that no such assignment to an Eligible Assignee (other than
any Lender or any affiliate thereof) shall be in an aggregate principal amount
of less than $10,000,000 (other than in the case of an assignment of all of a
Lender's interests under this Agreement), unless otherwise agreed by the
Borrower and the Administrative Agent and; PROVIDED, FURTHER, that after giving
effect to any such assignment the assigning Lender shall have a Commitment
remaining of at least $10,000,000 in the aggregate amount (other than in the
case of an assignment of all of a Lender's interests under this Agreement). Upon
such execution, delivery, acceptance and recording, from and after the effective
date determined pursuant to such Lender Assignment Agreement, (x) the Eligible
Assignee thereunder shall be a party hereto and, to the extent provided in such
Lender Assignment Agreement, have the rights and obligations of a Lender
hereunder with a Commitment and/or Loans as set forth therein, and (y) the
Assignor thereunder shall, to the extent provided in such Lender Assignment
Agreement, be released from its obligations under this Agreement (and, in the
case of a Lender Assignment Agreement covering all of an Assignor's rights and
obligations under this Agreement, such Assignor shall cease to be a party
hereto). Notwithstanding any provision of this SECTION 11.11, the consent of the
Borrower shall not be required for any assignment that occurs when a Default or
an Event of Default pursuant to SECTION 9.1 shall have occurred and be
continuing with respect to the Borrower.

         (b) The Administrative Agent shall, on behalf of the Borrower, maintain
at its address referred to on SCHEDULE 1.1(B) a copy of each Lender Assignment
Agreement delivered to it and a register (the "REGISTER") for the recordation of
the names and addresses of the Lenders and the Commitment of, and the principal
amount of the Loans owing to, each Lender from time


                                      -65-
<Page>


to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register as the owner of the
Loans and any Notes evidencing the Loans recorded therein for all purposes of
this Agreement. Any assignment of any Loan, whether or not evidenced by a Note,
shall be effective only upon appropriate entries with respect thereto being made
in the Register (and each Note shall expressly so provide). Any assignment or
transfer of all or part of a Loan evidenced by a Note shall be registered on the
Register only upon surrender for registration of assignment or transfer of the
Note evidencing such Loan, accompanied by a duly executed Lender Assignment
Agreement, and thereupon one or more new Notes shall be issued to the designated
Eligible Assignee.

         (c) Upon its receipt of a Lender Assignment Agreement executed by an
Assignor, an Eligible Assignee and any other Person whose consent is required by
SECTION 11.11.1(A), together with payment to the Administrative Agent of a
registration and processing fee of $3,000, the Administrative Agent shall (i)
promptly accept such Lender Assignment Agreement and (ii) record the information
contained therein in the Register on the effective date determined pursuant
thereto.

         (d) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this SECTION 11.11.1 concerning assignments of Loans
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including any pledge or assignment by a
Lender of any Loan or Note to any Federal Reserve Bank in accordance with
applicable law.

         (e) The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in PARAGRAPH (D) of this SECTION 11.11.1.

         (f) Notwithstanding anything to the contrary contained herein, any
Lender (a "GRANTING Lender") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement; PROVIDED THAT
(i) nothing herein shall constitute a commitment by any SPC to make any Loan and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the related Commitment of the Granting Lender to the same extent,
and as if, such Loan were made by such Granting Lender. Each party hereto hereby
agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Lender). In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this SECTION
11.11.1, any SPC may (A) with notice to, but without the prior written


                                      -66-
<Page>


consent of, the Borrower and the Administrative Agent and without paying any
processing fee therefor, assign all or a portion of its interests in any Loans
to the Granting Lender or to any financial institutions (consented to by the
Borrower and Administrative Agent) providing liquidity and/or credit support to
or for the account of such SPC to support the funding or maintenance of Loans
and (B) disclose on a confidential basis any non-public information relating to
its Loans to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC. This SECTION
11.11.1(F) may not be amended without the written consent of each SPC.

         SECTION 11.11.2 PARTICIPATIONS. Any Lender may at any time sell to one
or more commercial banks or other Persons (each of such commercial banks and
other Persons being herein called a "PARTICIPANT") participating interests in
any of the Loans, Commitments, or other interests of such Lender hereunder;
PROVIDED, HOWEVER, that:

                  (a) no participation contemplated in this SECTION 11.11.2
         shall relieve such Lender from its Commitments or its other obligations
         under any Loan Document;

                  (b) such Lender shall remain solely responsible for the
         performance of its Commitments and such other obligations;

                  (c) the Borrower and the Administrative Agent shall continue
         to deal solely and directly with such Lender in connection with such
         Lender's rights and obligations under each of the Loan Documents;

                  (d) no Participant, unless such Participant is an Affiliate of
         such Lender, or is itself a Lender, shall be entitled to require such
         Lender to take or refrain from taking any action under any Loan
         Document, except as provided in CLAUSE (F) of this SECTION 11.11.2;

                  (e) the Borrower shall not be required to pay any amount under
         SECTIONS 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 11.3 and 11.4, that is
         greater than the amount which it would have been required to pay had no
         participating interest been sold;

                  (f) in no event shall any Participant under any such
         participation have any right to approve any amendment or waiver of any
         provision of any Loan Document, or any consent to any departure by the
         Borrower therefrom, except to the extent that such amendment, waiver or
         consent would reduce the principal of, or interest on, the Loans or any
         fees payable hereunder, extend the due date of such principal, interest
         or fee payments or increase the amount or extend the Commitment
         Termination Date of such Loans, in each case to the extent subject to
         such participation;

                  (g) the Borrower agrees that if amounts outstanding under this
         Agreement and the Loans are due or unpaid, or shall have been declared
         or shall have become due and payable upon the occurrence of an Event of
         Default, each Participant shall, to the maximum extent permitted by
         applicable law, be deemed to have the right of setoff in respect of its
         participating interest in amounts owing under this Agreement to the
         same extent as if the amount of its participating interest were owing
         directly to it as a Lender under this Agreement, PROVIDED that, in
         purchasing such participating interest, such



                                      -67-
<Page>


         Participant shall be deemed to have agreed to share with the Lenders
         the proceeds thereof as provided in SECTION 4.10 as fully as if it were
         a Lender hereunder; and

                  (h) the Borrower also agrees that each Participant shall be
         entitled to the benefits of SECTIONS 4.3, 4.6 and 4.7 with respect to
         its participation in the Commitments, and the Loans outstanding from
         time to time as if it was a Lender; PROVIDED that, in the case of
         SECTION 4.7, such Participant shall have complied with the requirements
         of said Section and PROVIDED, FURTHER, that no Participant shall be
         entitled to receive any greater amount pursuant to any such Section
         than the transferor Lender would have been entitled to receive in
         respect of the amount of the participation transferred by such
         transferor Lender to such Participant had no such transfer occurred.

         SECTION 11.12 OTHER TRANSACTIONS. Nothing contained herein shall
preclude the Administrative Agent or any other Lender from engaging in any
transaction, in addition to those contemplated by any Loan Document, with the
Borrower or any of its Affiliates in which the Borrower or such Affiliate is not
restricted hereby from engaging with any other Person.

         SECTION 11.13 SUBMISSION TO JURISDICTION; WAIVERS. Each of the
Borrower, the Administrative Agent, the Issuing Lender and the Lenders hereby
irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to the Loan Documents to which it is a party, or
         for recognition and enforcement of any judgment in respect thereof, to
         the non-exclusive general jurisdiction of the courts of the State of
         New York, the courts of the United States for the Southern District of
         New York, and appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such Person at its address set forth on SCHEDULE 1.1(B) or
         at such other address of which the Administrative Agent shall have been
         notified pursuant to SECTION 11.2;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.



                                      -68-
<Page>


         SECTION 11.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT, THE ISSUING LENDER AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO ANY LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

         SECTION 11.15 NON-RECOURSE PERSONS. The Lenders acknowledge that no
Non-Recourse Person shall have any responsibility or liability for the
Obligations.

         SECTION 11.16 ACKNOWLEDGMENTS. The Borrower hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of the Loan Documents;

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to the Borrower arising out of or
         in connection with any of the Loan Documents, and the relationship
         between Administrative Agent and Lenders, on one hand, and the
         Borrower, on the other hand, in connection herewith or therewith is
         solely that of debtor and creditor; and

                  (c) no joint venture is created by any of the Loan Documents
         or otherwise exists by virtue of the transactions contemplated hereby
         among the Lenders or among the Borrower and the Lenders.

         SECTION 11.17 CONFIDENTIALITY. Each of the Administrative Agent, the
Issuing Lender and each Lender agrees to keep confidential all non-public
information provided to it by the Borrower pursuant to this Agreement; PROVIDED
that nothing herein shall prevent the Administrative Agent, the Issuing Lender
or any Lender from disclosing any such information (a) to the Administrative
Agent, the Issuing Lender, any other Lender or any affiliate of any Lender, (b)
to any transferee or prospective transferee that agrees to comply with the
provisions of this SECTION 11.17, (c) to its employees, directors, agents,
attorneys, accountants and other professional advisors or those of any of its
affiliates, (d) upon the request or demand of any governmental authority, (e) in
response to any order of any court or other governmental authority or as may
otherwise be required pursuant to any Requirement of Law, (f) if requested or
required to do so in connection with any litigation or similar proceeding, (g)
that has been publicly disclosed, (h) to the National Association of Insurance
Commissioners or any similar organization or any nationally recognized rating
agency that requires access to information about a Lender's investment portfolio
in connection with ratings issued with respect to such Lender, or (i) in
connection with the exercise of any remedy under any Loan Document.

                                      -69-
<Page>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers as of the day and year first above
written.

                                       EDISON MISSION ENERGY



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

                                       CITICORP USA, INC.,
                                            as Administrative Agent, and Lender



                                       By:  /s/ Anita J. Brickell
                                          --------------------------------------
                                            Name:  Anita J. Brickell
                                            Title: Vice President

                                       CITIBANK, N.A.,
                                            as Issuing Lender



                                       By:  /s/ Anita J. Brickell
                                          --------------------------------------
                                            Name:  Anita J. Brickell
                                            Title: Vice President

                                       CREDIT SUISSE FIRST BOSTON,
                                            as Lender



                                       By:  /s/ Paul L. Colden
                                          --------------------------------------
                                            Name:  Paul L. Colden
                                            Title: Vice President

                                       By:  /s/ Vitaly G. Butenko
                                          --------------------------------------
                                            Name:  Vitaly G. Butenko
                                            Title: Assistant Vice President

                                       SOCIETE GENERALE,
                                            as Lender



                                       By:  /s/ Francis Sacr
                                          --------------------------------------
                                            Name:  Francis Sacr
                                            Title: Director, Project Finance



                                      S-1
<Page>


                                       BANK OF MONTREAL
                                            as Lender



                                       By:  /s/ Cahal B. Carmody
                                          --------------------------------------
                                            Name:  Cahal B. Carmody
                                            Title: Director

                                       TORONTO DOMINION (TEXAS), INC.
                                            as Lender



                                       By:  /s/ Carol Brandt
                                          --------------------------------------
                                            Name:  Carol Brandt
                                            Title: Vice President

                                       WESTDEUTSCHE LANDESBANK
                                            GIROZENTRALE, NEW YORK BRANCH
                                            as Documentation Agent and as Lender



                                       By:  /s/ Jasjeet S. Saad
                                          --------------------------------------
                                            Name:  Jasjeet S. Saad
                                            Title: Managing Director and
                                                   Head of Energy Group

                                       By:  /s/ Susana Vivares
                                          --------------------------------------
                                            Name:  Susana Vivares
                                            Title: Associate Director

                                       ABN AMRO BANK N.V.,
                                            as Lender



                                       By:  /s/ Jeffrey Dodd
                                          --------------------------------------
                                            Name:  Jeffrey Dodd
                                            Title: Group Vice President

                                       By:  /s/ Frank T.J. Van Deur
                                          --------------------------------------
                                            Name:  Frank T.J. Van Deur
                                            Title: Assistant Vice President



                                      S-2
<Page>


                                       BARCLAYS BANK PLC,
                                            as Lender



                                       By:  /s/ Nicolas A. Bell
                                          ------------------------------------
                                            Name:  Nicolas A. Bell
                                            Title: Director

                                       BANK OF AMERICA, N.A.
                                            as Lender



                                       By:  /s/ Timothy V. Hintz
                                          ------------------------------------
                                            Name:  Timothy V. Hintz
                                            Title: Managing Director

                                       AUSTRALIA AND NEW ZEALAND
                                            BANKING GROUP LIMITED,
                                            as Lender



                                       By:  /s/ R. Scott McInnis
                                          ------------------------------------
                                            Name:  R. Scott McInnis
                                            Title: Head of Structured
                                                   Finance and Relationship
                                                   Management -- Americas

                                       BANK OF NOVA SCOTIA,
                                            as Lender



                                       By:  /s/ John A. Quick
                                          ------------------------------------
                                            Name:  John A. Quick
                                            Title: Managing Director



                                      S-3
<Page>


                                       BAYERISCHE LANDESBANK
                                            GIROZENTRALE,
                                            as Lender



                                       By:  /s/ Dietmar Rieg
                                            ------------------------------------
                                            Name:  Dietmar Rieg
                                            Title: First Vice President

                                       By:  /s/ Cornelia Wintergerst
                                            ------------------------------------
                                            Name:  Cornelia Wintergerst
                                            Title: Vice President

                                       THE CHASE MANHATTAN BANK,
                                            as Lender



                                       By:  /s/ Peter Ling
                                            ------------------------------------
                                            Name:  Peter Ling
                                            Title: Vice President

                                       THE INDUSTRIAL BANK OF JAPAN,
                                            LIMITED,
                                            as Lender



                                       By:  /s/ Carl-Eric Banzinger
                                            ------------------------------------
                                            Name:  Carl-Eric Banzinger
                                            Title: Senior Vice President and
                                                   Senior Deputy General Manager

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



                                      S-4
<Page>


                                       ING (U.S.) CAPITAL LLC,
                                            as Lender



                                       By:  /s/ Erwin Thomet
                                            ------------------------------------
                                            Name:  Erwin Thomet
                                            Title: Managing Director

                                       By:  /s/ Charles M. O'Neil
                                            ------------------------------------
                                            Name:  Charles M. O'Neil
                                            Title: Managing Director

                                       KBC BANK, N.V.,
                                            as Lender



                                       By:  /s/ Robert Snauffer
                                            ------------------------------------
                                            Name:  Robert Snauffer
                                            Title: First Vice President

                                       By:  /s/ Eric Raskin
                                            ------------------------------------
                                            Name:  Eric Raskin
                                            Title: Vice President

                                       UNION BANK OF CALIFORNIA, N.A.,
                                            as Lender



                                       By:  /s/ Dennis G. Blank
                                            ------------------------------------
                                            Name:  Dennis G. Blank
                                            Title: Vice President

                                       UBS AG, STAMFORD BRANCH,
                                            as Lender



                                       By:  /s/ Patricia O'Kicki
                                            ------------------------------------
                                            Name:  Patricia O'Kicki
                                            Title: Director

                                       By:  /s/ Wendy P. Field
                                            ------------------------------------
                                            Name:  Wendy P. Field
                                            Title: Executive Director
                                                   Leveraged Finance


                                      S-5
<Page>

                                                                         ANNEX I

                              EDISON MISSION ENERGY

                             TRANCHE A PRICING GRID
<Table>
<Caption>
=============================================================================================================================
                                        LEVEL 1                          LEVEL 2                          LEVEL 3
BASIS FOR PRICING           LT Senior Unsecured Debt Rated   LT Senior Unsecured Debt Rated   LT Senior Unsecured Debt Rated
                            At Least BBB By S&P AND BAA2 By  Less Than Level 1 But At Least   Less Than Level 2 But At Least
                            Moody's.                         BBB- By S&P AND BAA3 By Moody's. BB+ By S&P AND BA1 By Moody's.
=============================================================================================================================
<S>                                           <C>                              <C>                              <C>
BASE RATE APPLICABLE
MARGIN                                        75.00 bps                        137.50                           200.00 bps
=============================================================================================================================
FACILITY FEE (1)                               50.00 bps                        62.50 bps                        75.00 bps
-----------------------------------------------------------------------------------------------------------------------------
LIBO APPLICABLE
MARGIN                                        175.00 bps                       237.50 bps                       300.00 bps
-----------------------------------------------------------------------------------------------------------------------------
DRAWN COST (2)              LIBOR    +         225.00 bps    LIBOR    +        300.00 bps     LIBOR    +        375.00 bps
                            Base Rate +        125.00 bps    Base Rate +       200.00 bps     Base Rate +       275.00 bps
-----------------------------------------------------------------------------------------------------------------------------
FINANCIAL LETTER OF CREDIT                        225 bps                         300 bps                          375 bps
FEE
-----------------------------------------------------------------------------------------------------------------------------
PERFORMANCE LETTER OF                          112.50 bps                         150 bps                       187.50 bps
CREDIT FEE
-----------------------------------------------------------------------------------------------------------------------------
</Table>




<Table>
<Caption>
==============================================================
                                          LEVEL 4
BASIS FOR PRICING             LT Senior Unsecured Debt Rated
                              Lower Than Level 3.

==============================================================
<S>                                             <C>
BASE RATE APPLICABLE
MARGIN                                          262.50 bps
==============================================================
FACILITY FEE (1)                                 87.50 bps
--------------------------------------------------------------
LIBO APPLICABLE
MARGIN                                          362.50 bps
--------------------------------------------------------------
DRAWN COST (2)                LIBOR    +        450.00 bps
                              Base Rate +       350.00 bps
--------------------------------------------------------------
FINANCIAL LETTER OF CREDIT                        450 bps
FEE
--------------------------------------------------------------
PERFORMANCE LETTER OF                              225.00
CREDIT FEE
--------------------------------------------------------------
</Table>

         (1)      Paid quarterly in arrears on each bank's commitment
                  irrespective of usage.

         (2)      Facility Fee plus Applicable Margin.

                  bps = basis points per annum


<Page>

                                                                        ANNEX II

                              EDISON MISSION ENERGY

                             TRANCHE B PRICING GRID

<Table>
<Caption>
==============================================================================================================================
                                        LEVEL 1                          LEVEL 2                          LEVEL 3
BASIS FOR PRICING           LT Senior Unsecured Debt Rated   LT Senior Unsecured Debt Rated   LT Senior Unsecured Debt Rated
                            At Least BBB By S&P AND BAA2 By  Less Than Level 1 But At Least   Less Than Level 2 But At Least
                                                ---
                            Moody's.                         BBB- By S&P AND BAA3 By Moody's. BB+ By S&P AND BA1 By Moody's.
                                                                         ---                             ---
==============================================================================================================================
<S>                                           <C>                              <C>                              <C>
BASE RATE APPLICABLE
MARGIN                                        62.50 bps                        125.00 bps                       187.50 bps
==============================================================================================================================
FACILITY FEE (1)                              62.50 bps                         75.00 bps                        87.50 bps
------------------------------------------------------------------------------------------------------------------------------
LIBO APPLICABLE
MARGIN                                        162.50 bps                       225.00 bps                       287.50 bps
------------------------------------------------------------------------------------------------------------------------------
DRAWN COST (2)              LIBOR    +        225.00 bps     LIBOR    +        300.00 bps     LIBOR    +        375.00 bps
                            Base Rate +       125.00 bps     Base Rate +       200.00 bps     Base Rate +       275.00 bps
------------------------------------------------------------------------------------------------------------------------------
FINANCIAL LETTER OF CREDIT                       225 bps                          300 bps                          375 bps
FEE
------------------------------------------------------------------------------------------------------------------------------
PERFORMANCE LETTER OF                         112.50 bps                          150 bps                       187.50 bps
CREDIT FEE
------------------------------------------------------------------------------------------------------------------------------
</Table>


<Table>
<Caption>
=============================================================
                                         LEVEL 4
BASIS FOR PRICING            LT Senior Unsecured Debt Rated
                             Lower Than Level 3.



=============================================================
<S>                                            <C>
BASE RATE APPLICABLE
MARGIN                                         250.00 bps
=============================================================
FACILITY FEE (1)                               100.00 bps
-------------------------------------------------------------
LIBO APPLICABLE
MARGIN                                         350.00 bps
-------------------------------------------------------------
DRAWN COST (2)               LIBOR    +        450.00 bps
                             Base Rate +       350.00 bps
-------------------------------------------------------------
FINANCIAL LETTER OF CREDIT                        450 bps
FEE
-------------------------------------------------------------
PERFORMANCE LETTER OF                             225.00
CREDIT FEE
-------------------------------------------------------------
</Table>


         (1)      Paid quarterly in arrears on each bank's commitment
                  irrespective of usage.

         (2)      Facility Fee plus Applicable Margin.

                  bps = basis points per annum


<Page>

                                                               SCHEDULE 1.1(a)
                                                             to Credit Agreement

                                   COMMITMENTS
<Table>
<Caption>
NAME OF LENDER                                            TRANCHE A COMMITMENT                  TRANCHE B COMMITMENT
---------------                                           --------------------                  --------------------
<S>                                                             <C>                                   <C>
Citicorp, U.S.A., Inc.                                          $46,666,666.67                        $23,333,333.33

Credit Suisse First Boston                                      $46,666,666.67                        $23,333,333.33

Societe Generale                                                $46,666,666.67                        $23,333,333.33

Bank of Montreal                                                $46,666,666.67                        $23,333,333.33

Toronto Dominion (Texas), Inc.                                  $46,666,666.67                        $23,333,333.33

Westdeutsche Landesbank Girozentrale,                           $46,666,666.67                        $23,333,333.33
New York Branch

ABN AMRO Bank N.V.                                              $30,000,000.00                        $15,000,000.00

Barclays Bank PLC                                               $36,000,000.00                         $9,000,000.00

Bank of America, N.A.                                           $25,000,000.00                                 $0.00

The Bank of Nova Scotia                                         $17,000,000.00                         $8,000,000.00

Bayerische Landesbank Girozentrale                              $16,666,666.67                         $8,333,333.33

ING (US) Capital LLC                                            $25,000,000.00                                 $0.00

KBC Bank N.V.                                                   $20,000,000.00                         $5,000,000.00

Union Bank of California, N.A.                                  $16,666,666,67                         $8,333,333,33

The Industrial Bank of Japan, Limited                           $12,000,000.00                         $3,000,000.00

Australia and New Zealand Banking                               $15,000,000.00                                 $0.00
Group Limited

The Chase Manhattan Bank                                        $15,000,000.00                                 $0.00

UBS AG, Stamford Branch                                         $30,000,000.00                        $15,000,000.00
</Table>




<Page>

                                                               SCHEDULE 1.1(b)
                                                             to Credit Agreement

                                 LENDING OFFICES

<Table>
<Caption>
NAME OF LENDER                           DOMESTIC OFFICE                        EURODOLLAR OFFICE

<S>                                      <C>                                    <C>
Citicorp, U.S.A., Inc.                   2  Penn's Way, Suite 200               2  Penn's Way, Suite 200
                                         New Castle, DE 19720                   New Castle, DE 19720

Credit Suisse First Boston               11 Madison Avenue, 13th Floor          11 Madison Avenue, 13th Floor
                                         New York, NY 10010                     New York, NY 10010

Societe Generale                         1221 Avenue of the Americas, 11th      1221 Avenue of the Americas, 11th
                                         Floor                                  Floor
                                         New York, NY 10020                     New York, NY 10020

Bank of Montreal                         115 S. LaSalle Street, 11 W.           115 S. LaSalle Street, 11 W.
                                         Chicago, IL 60603                      Chicago, IL 60603

Toronto Dominion (Texas), Inc.           909 Fannin Street, Suite 1700          909 Fannin Street, Suite 1700
                                         Houston, TX 77010                      Houston, TX 77010

Westdeutsche Landesbank Girozentrale,    1211 Avenue of the Americas            1211 Avenue of the Americas
New York Branch                          New York, NY 10036-8701                New York, NY 10036-8701


ABN AMRO Bank N.V.                       208 South LaSalle Street, Suite 1500   208 South LaSalle Street, Suite 1500
                                         Chicago, IL 60604-1003                 Chicago, IL 60604-1003

Barclays Bank PLC                        222 Broadway                           222 Broadway
                                         New York, NY 10038                     New York, NY 10038

Bank of America, N.A.                    555 California Street                  555 California Street
                                         San Francisco, CA 94104                San Francisco, CA 94104

The Bank of Nova Scotia                  600 Peachtree Street, Suite 2700       600 Peachtree Street, Suite 2700
                                         Atlanta, GA 30308                      Atlanta, GA 30308

Bayerische Landesbank Girozentrale       New York Branch                        Cayman Islands Branch
                                         560 Lexington Avenue                   560 Lexington Avenue
                                         New York, NY 10094                     New York, NY 10094

ING (US) Capital LLC                     55 East 52nd Street                    55 East 52nd Street
                                         New York, NY 10055                     New York, NY 10055

KBC Bank N.V.                            125 W. 55th St., 10th Fl.              125 W. 55th St., 10th Fl.
                                         New York, NY 10019                     New York, NY 10019

Union Bank of California, N.A.           445 S. Figueroa Street, 15th Fl.       445 S. Figueroa Street, 15th Fl.
                                         Los Angeles, CA 90071                  Los Angeles, CA 90071

The Industrial Bank of Japan, Limited    1251 Avenue of the Americas            1251 Avenue of the Americas
                                         New York, NY 10020-1104                New York, NY 10020-1104

Australia and New Zealand Banking        1177 Avenue of the Americas            1177 Avenue of the Americas
Group Limited                            New York, NY 10036-2798                New York, NY 10036-2798


The Chase Manhattan Bank                 270 Park Avenue                        270 Park Avenue
                                         New York, NY 10017                     New York, NY 10017

UBS AG, Stamford Branch                  677 Washington Boulevard               677 Washington Boulevard
                                         Stamford, CT 06901                     Stamford, CT 06901
</Table>


<Page>

                                                                    SCHEDULE 5.1

                           EXISTING LETTERS OF CREDIT
<Table>
<Caption>
---------------------------------------- -------------------------------------- --------------------------------------
  Outstanding Letter of Credit Number       Amount of Outstanding Letter of        Expiration Date of Outstanding
                                                        Credit                            Letter of Credit
---------------------------------------- -------------------------------------- --------------------------------------
                <S>                                <C>                                     <C>
                3004533                            A$ 50,000,000.00                        October 1, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3017195                            GBP 17,000,000.00                       October 9, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3029989                            GBP 10,500,000.00                       October 1, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3016758                             US$ 300,000.00                         October 1, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3029676                           Euro 34,376,310.14                       October 9, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3029898                            US$ 5,000,000.00                        October 9, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3035722                            US$ 1,000,000.00                        October 1, 2002
---------------------------------------- -------------------------------------- --------------------------------------
                3036396                            US$ 9,000,000.00                        October 1, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3037213                            US$ 5,000,000.00                        October 1, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3037376                            US$ 10,000,000.00                       October 1, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3037416                            US$ 10,000,000.00                       October 1, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3037582                            US$ 10,000,000.00                       October 1, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3037581                            US$ 10,000,000.00                       October 1, 2001
---------------------------------------- -------------------------------------- --------------------------------------
                3014914                            US$ 2,500,000.00                       February 17, 2002
---------------------------------------- -------------------------------------- --------------------------------------
                3014915                            US$ 2,500,000.00                       February 17, 2002
---------------------------------------- -------------------------------------- --------------------------------------
</Table>


<Page>

                                                                    SCHEDULE 5.4

                           AGREED ALTERNATIVE CURRENCY

          [To be added pursuant to Section 5.4 of the Credit Agreement]



<Page>


                                                                  EXHIBIT A-1
                                                             to Credit Agreement

                                    [FORM OF]
                                 TRANCHE A NOTE

$__________                                                               [DATE]

         FOR VALUE RECEIVED, the undersigned, EDISON MISSION ENERGY (the
"Borrower"), promises to pay to the order of __________ (the "Lender") on the
Tranche A Commitment Termination Date the principal sum of ________ DOLLARS
($_______) or, if less, the aggregate unpaid principal amount of all Tranche A
Loans shown on the schedule attached hereto (and any continuation thereof) made
by the Lender pursuant to that certain Credit Agreement, dated as of September
13, 2001 (together with all amendments, supplements and other modifications, if
any, from time to time thereafter made thereto, the "Credit Agreement"), among
the Borrower, the various financial institutions as are, or shall from time to
time become, parties thereto, Citibank, N.A., as Issuing Lender and Citicorp
USA, Inc., as Administrative Agent (the "Administrative Agent") for such
financial institutions.

         The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

         Payments of both principal and interest are to be made in Dollars in
same day or immediately available funds to the account designated by the
Administrative Agent pursuant to the Credit Agreement.

         This Note evidences Indebtedness incurred under the Credit Agreement,
to which reference is made for a statement of the terms and conditions on which
the Borrower is permitted and required to make prepayments and repayments of
principal of the Indebtedness evidenced by this Note and on which such
Indebtedness may be declared to be immediately due and payable. Unless otherwise
defined, terms used herein have the meanings provided in the Credit Agreement.

         All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.

         If any payment on this Note becomes due and payable on a date which is
not a Business Day, such payment shall be made on the next succeeding Business
Day; provided that, in the case of LIBO Rate Loans, if such extension would
result in extending such payment into another calendar month, then such payment
shall be made on the immediately preceding Business Day.

<Page>

         THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK.

                                       EDISON MISSION ENERGY



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



                                      -2-

<Page>






                          LOANS AND PRINCIPAL PAYMENTS


<Table>
<Caption>
                                                                         Amount of Prin. Or      Outstanding
         Date         Type of        Amount of         End of                Int. Paid         Principal Balance          Notation
                     Loan Made       Loan Made     Interest Period           This Date             This Date               Made By
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>          <C>             <C>           <C>                   <C>                   <C>                        <C>

</Table>


<Page>

                                                                 EXHIBIT A-2
                                                             to Credit Agreement

                                    [FORM OF]
                                 TRANCHE B NOTE

$__________                                                              [DATE]

         FOR VALUE RECEIVED, the undersigned, EDISON MISSION ENERGY (the
"Borrower"), promises to pay to the order of __________ (the "Lender") on the
Tranche B Commitment Termination Date the principal sum of ________ DOLLARS
($_______) or, if less, the aggregate unpaid principal amount of all Tranche B
Loans shown on the schedule attached hereto (and any continuation thereof) made
by the Lender pursuant to that certain Credit Agreement, dated as of September
13, 2001 (together with all amendments, supplements and other modifications, if
any, from time to time thereafter made thereto, the "Credit Agreement"), among
the Borrower, the various financial institutions as are, or shall from time to
time become, parties thereto, Citibank, N.A., as Issuing Lender and Citicorp
USA, Inc., as Administrative Agent (the "Administrative Agent") for such
financial institutions.

         The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

         Payments of both principal and interest are to be made in Dollars in
same day or immediately available funds to the account designated by the
Administrative Agent pursuant to the Credit Agreement.

         This Note evidences Indebtedness incurred under the Credit Agreement,
to which reference is made for a statement of the terms and conditions on which
the Borrower is permitted and required to make prepayments and repayments of
principal of the Indebtedness evidenced by this Note and on which such
Indebtedness may be declared to be immediately due and payable. Unless otherwise
defined, terms used herein have the meanings provided in the Credit Agreement.

         All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.

         If any payment on this Note becomes due and payable on a date which is
not a Business Day, such payment shall be made on the next succeeding Business
Day; provided that, in the case of LIBO Rate Loans, if such extension would
result in extending such payment into another calendar month, then such payment
shall be made on the immediately preceding Business Day.



<Page>



         THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK.

                                       EDISON MISSION ENERGY



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




                                      -2-

<Page>


                          LOANS AND PRINCIPAL PAYMENTS


<Table>
<Caption>

                                                                          Amount of Prin. Or        Outstanding
                       Type of        Amount of          End of                Int. Paid         Principal Balance          Notation
         Date         Loan Made       Loan Made      Interest Period           This Date             This Date               Made By
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>          <C>             <C>           <C>                   <C>                   <C>                        <C>

</Table>




<Page>


                                                                  EXHIBIT B
                                                             to Credit Agreement

                                    [FORM OF]
                                BORROWING REQUEST

Citicorp USA, Inc., as Administrative Agent
Attention:        [_________]

                              EDISON MISSION ENERGY

Ladies and Gentlemen:

         This Borrowing Request is delivered to you pursuant to Sections 2.3 and
6.2.2 of the Credit Agreement, dated as of September 13, 2001 (together with all
amendments, supplements and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), among Edison Mission Energy
(the "Borrower"), the various financial institutions as are, or shall from time
to time become, parties thereto, Citibank, N.A., as Issuing Lender and Citicorp
USA, Inc., as Administrative Agent (the "Administrative Agent"). Unless
otherwise defined herein or the context otherwise requires, terms used herein
have the meanings provided in the Credit Agreement.

         The Borrower hereby requests that [Tranche A] [Tranche B] Loans be made
in the aggregate principal amount of [________] on __________, ____ as a [LIBO
Rate Loan having an Interest Period of ___ months] [Base Rate Loan]. The
Borrower hereby confirms that the proceeds of the Borrowing will be used for the
purposes permitted in the Credit Agreement.

         Please wire transfer the proceeds of the Borrowing to the accounts of
the following persons at the financial institutions indicated respectively:

                                Person to be Paid


<Table>
<Caption>

 Amount to be
  Transferred                    Name                    Account Co.         Name, Address of Transferee Lender
---------------           --------------------         --------------        ----------------------------------
<S>                       <C>                          <C>                   <C>
$
                                                                          ----------------------------------------

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

                                                                            Attention:_______________________

---------------           --------------------         --------------        ----------------------------------
$

---------------           --------------------         --------------        ----------------------------------
$
                                                                            Attention:_______________________
</Table>




<Page>



                                PERSON TO BE PAID


<Table>
<Caption>
  Amount to be
  Transferred                     Name                   Account Co.         Name, Address of Transferee Lender
---------------           --------------------         --------------        ----------------------------------
<S>                       <C>                          <C>                   <C>

Balance of such proceeds   The Borrower
                                                                           --------------------------------------

                                                                            Attention:_______________________


</Table>


         The Borrower has caused this Borrowing Request to be executed and
delivered by its duly Authorized Representative this ___ day of _______, ____.

                                       EDISON MISSION ENERGY



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





                                      -2-
<Page>


                                CREDIT AGREEMENT


                                                                  EXHIBIT C
                                                             to Credit Agreement

                                    [FORM OF]
                         CONTINUATION/CONVERSION NOTICE

Citicorp USA, Inc., as Administrative Agent

Attention:        [_________]

                              EDISON MISSION ENERGY

Ladies and Gentlemen:

         This Continuation/Conversion Notice is delivered to you pursuant to
Sections 2.4 and 3.2.1 of the Credit Agreement, dated as of September 13, 2001
(together with all amendments, supplements and other modifications, if any, from
time to time thereafter made thereto, the "Credit Agreement"), among Edison
Mission Energy (the "Borrower"), the various financial institutions as are, or
shall from time to time become, parties thereto, Citibank, N.A., as Issuing
Lender and Citicorp USA, Inc., as Administrative Agent (the "Administrative
Agent"). Unless otherwise defined herein or the context otherwise requires,
terms used herein have the meanings provided in the Credit Agreement.

         The Borrower hereby requests that on __________, ____,

                  (1) $_________ of the presently outstanding principal amount
         of the [Tranche A] [Tranche B] Loans originally made on ________, ____,

                  (2) and all presently being maintained as [Base Rate Loans]
         [LIBO Rate Loans],

                  (3) be [continued as] [converted into],

                  (4) [LIBO Rate Loans having an Interest Period of months]
         [Base Rate Loans].

         The Borrower has caused this Continuation/Conversion Notice to be
executed and delivered by its Authorized Representative this ___ day of
_________, ____.

                                       EDISON MISSION ENERGY



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

<Page>

                                                                   EXHIBIT D
                                                             to Credit Agreement

                                    [FORM OF]
                           LENDER ASSIGNMENT AGREEMENT

To:      EDISON MISSION ENERGY

To:      Citicorp USA, Inc., as Administrative Agent

                              EDISON MISSION ENERGY

Ladies and Gentlemen:

         We refer to clause (a) of Section 11.11.1 of the Credit Agreement,
dated as of September 13, 2001 (together with all amendments, supplements and
other modifications, if any, from time to time thereafter made thereto, the
"Credit Agreement"), among Edison Mission Energy (the "Borrower"), the various
financial institutions (the "Lenders") as are, or shall from time to time
become, parties thereto, Citibank, N.A., as Issuing Lender and Citicorp USA,
Inc., as Administrative Agent (the "Administrative Agent") for the Lenders.
Unless otherwise defined herein or the context otherwise requires, terms used
herein have the meanings provided in the Credit Agreement.

         This Agreement is delivered to you pursuant to clause (a) of Section
11.11.1 of the Credit Agreement and also constitutes notice to each of you of
the assignment and delegation to ________ (the "Assignee") of ___% of the
[Tranche A] [Tranche B] Loans and [Tranche A] [Tranche B] Commitments of
_________ (the "Assignor") outstanding under the Credit Agreement on the date
hereof.

         Upon acceptance and recording of this notice by the Administrative
Agent, from and after the date hereof, the Administrative Agent shall make all
payments in respect of the [Tranche A] [Tranche B] Commitment and [Tranche A]
[Tranche B] Loans assigned hereby (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to the
date hereof and to the Assignee for amounts which have accrued subsequent to the
date hereof. The Assignor and the Assignee shall make all appropriate
adjustments in payments by the Administrative Agent for periods prior to the
date hereof or with respect to the making of this assignment directly between
themselves.

         The Assignee hereby acknowledges and confirms that it has received a
copy of the Credit Agreement and the exhibits related thereto, together with
copies of the documents which were required to be delivered under the Credit
Agreement as a condition to the making of the Loans thereunder. The Assignee
further confirms and agrees that in becoming a Lender and in making its
Commitments and Loans under the Credit Agreement, such actions have and will be
made without recourse to, or representation or warranty by the Administrative
Agent.

         Except as otherwise provided in the Credit Agreement, effective as of
the date of acceptance hereof by the Administrative Agent:



<Page>


                  (1) the Assignee:

                           (a) shall be deemed automatically to have become a
                  party to the Credit Agreement, have all the rights and
                  obligations of a "Lender" under the Credit Agreement and the
                  other Loan Documents as if it were an original signatory
                  thereto to the extent specified in the second paragraph
                  hereof; and

                           (b) agrees to be bound by the terms and conditions
                  set forth in the Credit Agreement and the other Loan Documents
                  as if it were an original signatory thereto; and

                  (2) the Assignor shall be released from its obligations under
         the Credit Agreement and the other Loan Documents to the extent
         specified in the second paragraph hereof.

         The Assignor and the Assignee hereby agree that the [Assignor]
[Assignee] will pay to the Administrative Agent the processing fee referred to
in Section 11.11.1 of the Credit Agreement upon the delivery hereof.

         The Assignee hereby advises each of you of the following administrative
details with respect to the assigned Loans and Commitments and requests the
Administrative Agent to acknowledge receipt of this document:

                  1.       ADDRESS FOR NOTICES:
                           -------------------

                           Institution Name:
                           Attention:
                           Domestic Office:
                           Telephone:
                           Facsimile:
                           Telex (Answerback):
                           LIBOR Office:
                           Telephone:
                           Facsimile:

                  2.       PAYMENT INSTRUCTIONS:
                           --------------------

         The Assignee agrees to furnish the tax form required by paragraph (c)
of Section 4.7 (if so required) of the Credit Agreement no later than the date
of acceptance hereof by the Administrative Agent.



<Page>



         This Agreement may be executed by the Assignor and Assignee in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.

Adjusted Percentage                    [ASSIGNOR]

[Tranche A] [Tranche B] Loan
Commitment:  ____%                     By:
                                           ------------------------------------
                                           Title:



Percentage                             [ASSIGNEE]

[Tranche A] [Tranche B] Loan
Commitment:  ____%                     By:
                                           ------------------------------------
                                           Title:

Accepted and Acknowledged
this ___ day of _______, ___



CITICORP USA, INC.,
     as Administrative Agent



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



EDISON MISSION ENERGY*



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



-----------------------------------
* If required under Section 10.11.1 of the Credit Agreement.