<PAGE>
                                                                   EXHIBIT 4.1.1




                             HOMER CITY FUNDING LLC




                $300,000,000 8.137% SENIOR SECURED BONDS DUE 2019

                $530,000,000 8.734% SENIOR SECURED BONDS DUE 2026



                      FIRST AMENDED AND RESTATED INDENTURE




                          Dated as of December __, 2001





                              THE BANK OF NEW YORK,
                              as Successor Trustee


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                                TABLE OF CONTENTS
<TABLE>
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                     ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1      DEFINITIONS.............................................................4
SECTION 1.2      OTHER DEFINITIONS......................................................16
SECTION 1.3      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT......................16
SECTION 1.4      RULES OF CONSTRUCTION..................................................16
SECTION 1.5      ONE CLASS OF SECURITIES................................................17

                                     ARTICLE 2. THE BONDS

SECTION 2.1      FORM AND DATING........................................................17
SECTION 2.2      EXECUTION AND AUTHENTICATION...........................................19
SECTION 2.3      REGISTRAR AND PAYING AGENT.............................................20
SECTION 2.4      PAYING AGENT TO HOLD MONEY IN TRUST....................................20
SECTION 2.5      HOLDER LISTS...........................................................20
SECTION 2.6      TRANSFER AND EXCHANGE..................................................21
SECTION 2.7      REPLACEMENT BONDS......................................................37
SECTION 2.8      OUTSTANDING BONDS......................................................38
SECTION 2.9      TREASURY BONDS.........................................................38
SECTION 2.10     TEMPORARY BONDS........................................................38
SECTION 2.11     CANCELLATION...........................................................39
SECTION 2.12     DEFAULTED INTEREST.....................................................39
SECTION 2.13     CUSIP NUMBERS..........................................................39

                             ARTICLE 3. REDEMPTION AND PREPAYMENT

SECTION 3.1      NOTICES TO TRUSTEE.....................................................40
SECTION 3.2      SELECTION OF BONDS TO BE REDEEMED......................................40
SECTION 3.3      NOTICE OF REDEMPTION...................................................40
SECTION 3.4      EFFECT OF NOTICE OF REDEMPTION.........................................41
SECTION 3.5      DEPOSIT OF REDEMPTION PRICE............................................41
SECTION 3.6      BONDS REDEEMED IN PART.................................................42
SECTION 3.7      OPTIONAL REDEMPTION....................................................42
SECTION 3.8      MANDATORY REDEMPTION...................................................42
SECTION 3.9      NOTICES TO BONDHOLDERS BY LEASE INDENTURE TRUSTEE......................43

                                       i
<PAGE>

                                     ARTICLE 4. COVENANTS

SECTION 4.1      PAYMENT OF BONDS.......................................................43
SECTION 4.2      MAINTENANCE OF OFFICE OR AGENCY........................................43
SECTION 4.3      INFORMATION REQUIREMENTS...............................................44
SECTION 4.4      STAY, EXTENSION AND USURY LAWS.........................................44
SECTION 4.5      LIMITATION ON SUBSIDIARIES AND INVESTMENTS.............................44
SECTION 4.6      LIMITATION ON INCURRENCE OF INDEBTEDNESS...............................44
SECTION 4.7      LIMITATION OF SALE OF ASSETS...........................................45
SECTION 4.8      LIMITATION ON TRANSACTIONS WITH AFFILIATES.............................45
SECTION 4.9      LIMITATION ON LIENS....................................................45
SECTION 4.10     LIMITATION ON BUSINESS ACTIVITIES......................................46
SECTION 4.11     MAINTENANCE OF EXISTENCE...............................................46
SECTION 4.12     PAYMENTS FOR CONSENT...................................................46
SECTION 4.13     COMPLIANCE WITH LAWS...................................................46

                                     ARTICLE 5. SUCCESSORS

SECTION 5.1      LIMITATION ON MERGER, CONSOLIDATION AND SALE OF
                 SUBSTANTIALLY ALL ASSETS...............................................46

                                 ARTICLE 6. EVENTS OF DEFAULT

SECTION 6.1      EVENTS OF DEFAULT......................................................47
SECTION 6.2      ACCELERATION...........................................................48
SECTION 6.3      OTHER REMEDIES.........................................................48
SECTION 6.4      WAIVER OF PAST DEFAULTS................................................49
SECTION 6.5      CONTROL BY MAJORITY....................................................49
SECTION 6.6      LIMITATION ON SUITS....................................................49
SECTION 6.7      RIGHTS OF HOLDERS OF BONDS TO RECEIVE PAYMENT..........................50
SECTION 6.8      COLLECTION SUIT BY TRUSTEE.............................................50
SECTION 6.9      TRUSTEE MAY FILE PROOFS OF CLAIM.......................................50
SECTION 6.10     PRIORITIES.............................................................51
SECTION 6.11     FOR COSTS..............................................................51

                                      ARTICLE 7. TRUSTEE

SECTION 7.1      DUTIES OF TRUSTEE......................................................52
SECTION 7.2      RIGHTS OF TRUSTEE......................................................53

                                       ii
<PAGE>

SECTION 7.3      INDIVIDUAL RIGHTS OF TRUSTEE...........................................54
SECTION 7.4      TRUSTEE'S DISCLAIMER...................................................54
SECTION 7.5      NOTICE OF DEFAULTS.....................................................55
SECTION 7.6      REPORTS BY TRUSTEE TO HOLDERS OF THE BONDS.............................55
SECTION 7.7      COMPENSATION AND INDEMNITY.............................................55
SECTION 7.8      REPLACEMENT OF TRUSTEE.................................................56
SECTION 7.9      SUCCESSOR TRUSTEE BY MERGER, ETC.......................................58
SECTION 7.10     ELIGIBILITY; DISQUALIFICATION..........................................58
SECTION 7.11     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY......................58
SECTION 7.12     OTHER CAPACITIES.......................................................58

                      ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1      OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE...............59
SECTION 8.2      LEGAL DEFEASANCE AND DISCHARGE.........................................59
SECTION 8.3      COVENANT DEFEASANCE....................................................59
SECTION 8.4      CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.............................60
SECTION 8.5      DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER
                 MISCELLANEOUS PROVISIONS...............................................62
SECTION 8.6      REPAYMENT TO COMPANY...................................................62
SECTION 8.7      REINSTATEMENT..........................................................63

                          ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1      WITHOUT CONSENT OF HOLDERS OF BONDS....................................63
SECTION 9.2      WITH CONSENT OF HOLDERS OF BONDS.......................................64
SECTION 9.3      COMPLIANCE WITH TRUST INDENTURE ACT....................................66
SECTION 9.4      REVOCATION AND EFFECT OF CONSENTS......................................66
SECTION 9.5      NOTATION ON OR EXCHANGE OF BONDS.......................................66
SECTION 9.6      TRUSTEE TO SIGN AMENDMENTS, ETC........................................66

                                   ARTICLE 10. MISCELLANEOUS

SECTION 10.1     TRUST INDENTURE ACT CONTROLS...........................................67
SECTION 10.2     NOTICES................................................................67
SECTION 10.3     COMMUNICATION BY HOLDERS OF BONDS WITH OTHER HOLDERS OF BONDS..........68

                                      iii
<PAGE>

SECTION 10.4     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.....................68
SECTION 10.5     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION..........................69
SECTION 10.6     RULES BY TRUSTEE AND AGENTS............................................69
SECTION 10.7     NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
                 AND SHAREHOLDERS.......................................................69
SECTION 10.8     GOVERNING LAW..........................................................70
SECTION 10.9     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS..........................70
SECTION 10.10    SUCCESSORS.............................................................70
SECTION 10.11    SEVERABILITY...........................................................70
SECTION 10.12    COUNTERPART ORIGINALS..................................................70
SECTION 10.13    TABLE OF CONTENTS, HEADINGS, ETC.......................................70
</TABLE>

EXHIBITS:

A-1      Form of Bond
A-2      Form of Regulation S Temporary Global Bond
B        Form of Certificate of Transfer
C        Form of Certificate of Exchange

                                       iv

<PAGE>


     FIRST AMENDED AND RESTATED INDENTURE dated as of December __, 2001 among
Homer City Funding LLC, a Delaware limited liability company (the "COMPANY") and
The Bank of New York, as successor trustee to United States Trust Company of
New York (the "TRUSTEE").

     WHEREAS, Homer City entered into certain financing arrangements
including the issuance of Bonds to finance the acquisition of certain
coal-fired power generation and related assets located in the Commonwealth of
Pennsylvania, consisting of one 620 MW unit, one 614 MW unit and one 650 MW
unit (the "HOMER CITY ASSETS");

     WHEREAS, the Bondholders have consented to the amendments of and the
waivers with respect to the Indenture between Edison Mission Holdings Co. and
United States Trust Company of New York, dated as of May 27, 1999;

     WHEREAS, in consideration of the Owner Lessors' payment of the Purchase
Price and assumption of the obligations of Homer City under this Indenture,
Homer City will sell, and the Owner Lessors' will acquire, the Undivided
Interests (as defined below);

     WHEREAS, contemporaneously herewith, Homer City will enter into a
transaction pursuant to the Participation Agreements listed on SCHEDULE 1 (as
amended, modified and supplemented and in effect from time to time,
collectively, the "PARTCIPATION AGREEMENTS") whereby Homer City will sell the
undivided interests in its generating assets to the Owner Lessors;

     WHEREAS, contemporaneously herewith, the Owner Lessors and Homer City
(the "FACILITY LESSEE") will enter into the Facility Leases pursuant to each
Participation Agreement (as amended, supplemented or otherwise modified from
time to time in accordance with the provisions thereof, each a "FACILITY
LEASE"), pursuant to which the Owner Lessors will lease to the Facility
Lessee and the Facility Lessee will lease from each Owner Lessor for a term
of years the Owner Lessor's undivided interest equal to the Undivided
Interest Percentage in and to the Homer City Assets (the "FACILITY") with the
right to nonexclusive possession thereof (the "UNDIVIDED INTEREST");

     WHEREAS, the Facility Lessee will lease a corresponding interest equal to
the Undivided Interest Percentage in and to the Facility Site with the right to
nonexclusive possession thereof and will grant certain non-exclusive easements
(such undivided leasehold interest, together with such non-exclusive easements,
the "GROUND INTEREST") to the Owner Lessors and each Owner Lessor simultaneously
therewith will sublease the Ground Interest back to the Facility Lessee;

     WHEREAS, each Owner Lessor was authorized and directed in the LLC Agreement
(__), effective as of September __, 2001 (as amended, supplemented or otherwise
modified from time to time in accordance with the provisions thereof, the
"LESSOR LLC AGREEMENT"), between Wilmington Trust Company, as independent
manager (the "TRUST COMPANY"), and GECC (the "OWNER PARTICIPANT"), a copy of
which is recorded contemporaneously herewith, to execute and deliver this Lease
Indenture;

<PAGE>

     WHEREAS, concurrently with the execution and delivery of this Agreement,
the Owner Lessors have entered into the Lease Indentures, issued the Lessor
Notes and sold such Lessor Notes to the Company, granted the security
interest pursuant to the Lease Indenture;

     WHEREAS, the parties hereto desire to consummate the transactions
contemplated hereby;

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

     The Company and the Trustee agree as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the 8.137%
Senior Secured Bonds due 2019 (the "INITIAL SERIES A Bonds") and the 8.734%
Senior Secured Bonds due 2026 (the "INITIAL SERIES B BONDS" and, together with
the Initial Series A Bonds, the "INITIAL BONDS") and, as issued in the
Exchange Offer, the 8.137% Senior Secured Bonds due 2019 (the "NEW SERIES A
BONDS") and the 8.734% Senior Secured Bonds due 2026 (the "NEW SERIES B BONDS"
and, together with the New Series A Bonds, the "NEW BONDS" and, together with
the New Series A Bonds and the Initial Bonds, the "BONDS"):

                                       2
<PAGE>


                                 GRANTING CLAUSE

     As collateral security for the prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or
otherwise) of all Obligations on the Bonds from time to time outstanding
hereunder, and all other amounts owing or obligations hereunder by the
Company to the Bondholders under this Agreement (the "Company Secured
Obligations"), the Company hereby pledges and grants to the Trustee for the
benefit of the Bondholders a pledge of and a first priority continuing
security interest in, all of the Company's right, title and interest in, to
and under the following property, whether now owned by the Company or
hereafter acquired and whether now existing or hereafter coming into
existence (all being collectively referred to herein as the "Collateral"):

     (a) all shares of the Lessor Notes issued by the Owner Lessors (the
"PLEDGED NOTES"), the certificates representing the Pledged Notes, and all cash
dividends, stock dividends, cash, instruments, chattel paper, warrants, options
and other rights, property or proceeds and products from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Notes now or hereafter owned by the Company;

     (b) all other claims of any kind or nature, and any instruments,
certificates, chattel paper or other writings evidencing such claims, whether in
contract or tort and whether arising by operation of law, consensual agreement
or otherwise, at any time acquired by the Company in respect of any or all of
the Lessor Notes;

     (c) all books and records relating to any of the foregoing;

     (d) all interests in substitution for or in addition to any of the
foregoing, any certificates representing or evidencing such interests, and all
cash, securities, distributions and other property at any time and from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of the foregoing; and

     (e) all proceeds of and to any of the property of the Company described in
the preceding clauses of this Section.

                  PROVIDED, HOWEVER, subject to the terms and conditions
hereof, the Company does hereby irrevocably constitute and appoint the
Trustee as its true and lawful attorney (which appointment is coupled with an
interest) with full power to ask, require, demand and receive any and all
moneys and claims for moneys due and to become due under or arising out of
this Indenture and all other property which now or hereafter constitutes part
of the Collateral and, to endorse any checks or other instruments or orders
in connection herewith and to file any claims or to take any action or to
institute any proceedings which the Trustee may deem to be necessary or
advisable, and to take any action with respect to and exercise any rights or
remedies of the Company under the Lessor Notes, the Lease Indenture and the
other Collateral. In addition, the Company hereby assigns to the Trustee, for
the benefit of the Holders, its rights to receive any and all payments on and
in respect of the Lessor Notes and the Lease Indentures, for as long as the
estate created by this Indenture remains in existence. The Company hereby
agrees that all amounts to be paid to it under the Lessor Notes and the Lease
Indentures shall be paid to or deposited with the Trustee for the benefit of
the Holders directly. Further, the Company agrees that promptly upon receipt
thereof, it will transfer to the Trustee for the benefit of the Holders, any
and all moneys received by it on the Lessor Notes or under the Lease
Indentures.

                  It is expressly agreed that anything herein contained to the
contrary notwithstanding, the Company shall remain liable under this Indenture
to perform all of the obligations assumed by it hereunder, all in accordance
with and pursuant to the terms and provisions hereof, and the Holders of the
Bonds shall have no obligation or liability under any term or provision hereof
by reason of or arising out of the assignment hereunder, nor shall the Holders
of the Bonds be required or obligated in any manner, except as herein expressly
provided, to perform or fulfill any obligations of the Company under or pursuant
to this Indenture to make any payment, or to make any inquiry as to the nature
or sufficiency of any payment received by it, or present or file any claim or
take any action to collect or enforce the payment of any amounts which may have
been assigned to it or to which it may be entitled at any time or times.

                  The Company agrees that at any time and from time to time,
upon the written request of the Trustee (acting on the instruction of any Holder
of the Bonds) or any Holder of the Bonds, the Company will promptly and duly
execute and deliver or cause to be duly executed and delivered any and all such
further instruments and documents necessary to obtain the full benefits of the
assignment hereunder and of the rights and powers herein granted; PROVIDED,
HOWEVER, that the Company shall have no obligation to execute or deliver or to
cause to be executed or delivered any further instruments or documents that
would give the Holders of the Bonds greater rights and powers than the rights
and powers of the Company which have been granted herein or intended to be
granted herein.

                  The Company does hereby warrant and represent that it has
not assigned, pledged or granted a lien or security interest in, to or under,
and hereby covenants that, so long as this Indenture shall remain in effect
and the lien hereof shall not have been released, it will not assign, pledge
or grant a lien or security interest in any of its estate, right, title or
interest in, to or under, the Collateral to anyone other than the Trustee for
the benefit of the Holders of the Bonds. The Company hereby further covenants
that with respect to its estate, right, title and interest in, to or under
the Collateral, it will not, except as provided in this Indenture (i) accept
any payment from the Lease Indenture Trustee or enter into any agreement
amending, modifying or supplementing this Indenture, execute any waiver or
modification of, or consent under, the terms of this Indenture or revoke or
terminate this Indenture, (ii) settle or compromise any claim arising under
this Indenture, or (iii) submit or consent to the submission of any dispute,
difference or other matter arising under or in respect of this Indenture to
arbitration hereunder.

                  Except as provided herein, the Company hereby ratifies and
confirms its obligations under this Indenture and does hereby agree that it will
not take or omit to take any action, the taking or omission of which might
result in an alteration or impairment of this Indenture or the assignment
(subject to the previous paragraph) hereunder.

                  The Trustee, for itself and its successors and permitted
assigns, hereby agrees that it shall hold the Collateral, in trust for the
benefit and security of the Holders of the Bonds outstanding, without any
priority of any one Bond over any other except as herein otherwise expressly
provided.

                  Accordingly, the Company agrees that all Bonds are to be
issued and delivered and that all property subject or to become subject
hereto is to be held subject to the further covenants, conditions, uses and
trusts hereinafter set forth, and the Company, for itself and its successors
and permitted assigns, hereby covenants and agrees with the Trustee, for the
benefit and security of the Holders of the Bonds from time to time to protect
the security of this Indenture, and the Trustee agrees to accept the trusts
and duties hereinafter set forth, as follows:

                                       3
<PAGE>


                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 DEFINITIONS

     "ACCEPTABLE CREDIT PROVIDER" means a U.S. or U.S. branch of a foreign
bank or trust company that (i) has a combined capital and surplus of at least
$1 billion whose long term unsecured debt is rated "A2" or higher by Moody's
or "A" or higher by S&P and (ii) is exempt from SEC registration under
3(a)(2) of the Securities Act.

     "AFFILIATE" of any particular Person, shall mean any other Person which,
directly or indirectly, controls, is controlled by or is under common control
with such Person. 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.

     "AGENT" means any Registrar, Paying Agent, co-registrar, authenticating
agent or securities custodian.

     "APPLICABLE PROCEDURES" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Bond, the rules and procedures of the
Depositary, Euroclear and Cedel that apply to such transfer or exchange.

     "BANKRUPTCY CODE" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

     "BENEFICIAL OWNER" means any person who holds a beneficial ownership
interest in a Bond.

     "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board of Directors.


                                       4
<PAGE>

     "BOARD RESOLUTION" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
or the general partner, in the case of a limited partnership, of such Person
(or, if such Person is a partnership, one of its general partners) to have been
duly adopted by the Board of Directors of such Person or the general partner, in
the case of a limited partnership, of such Person (or, if such Person is a
partnership, one of its general partners) and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

     "BONDS" has the meaning set forth in the preamble to this Indenture.

     "BUSINESS DAY" means a day other than a Saturday, Sunday or other day on
which commercial banking institutions are authorized or required by law,
regulation or executive order to be closed in New York, New York or the city and
state in which the office of the Trustee is located.

     "CAPITAL LEASE OBLIGATION" means, as to any Person, 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 the Indenture, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP.

     "CAPITAL STOCK" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, and
any and all equivalent ownership interests in a Person (other than a
corporation).

     "CASH EQUIVALENTS" means, at any time: (i) 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; (ii) 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 366 days; or
(iii) other securities as to which the Company has demonstrated, to the
satisfaction of the Trustee, adequate liquidity through secondary markets or
deposit agreements.

     "CEDEL" means Cedelbank and its successors and assigns.

     "CLOSING DATE" means the date of issuance and delivery of the Initial
Bonds.

     "COLLATERAL AGENT" has the meaning set forth in the Security Deposit
Agreement.

     "COLLATERAL" means the collective reference to all assets, whether now
owned or hereafter acquired, upon which a Lien is created or granted from time
to time pursuant to any Security Document.

     "COMMISSION" means the United States Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.


                                       5
<PAGE>

     "COMPANY" has the meaning set forth in the preamble to this Indenture.

     "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 10.2 hereof or such other address as to which the
Trustee may give notice to the Company.

     "CUSTODIAN" means the Trustee, as custodian with respect to the Bonds in
global form, or any successor entity thereto.

     "DEBT SERVICE RESERVE ACCOUNTS" means the Debt Service Reserve Accounts
established by the Collateral Agent for the benefit of the Holders pursuant
each Lease Indenture.

     "DEFAULT" means an event or condition that, with the giving of notice or
the lapse of time, or both, would become an Event of Default.

     "DEFINITIVE BOND" means a certificated Bond registered in the name of the
Holder thereof and issued in accordance with Section 2 hereof, in the form of
Exhibit A-1 hereto except that such Bond shall not bear the Global Bond Legend
and shall not have the "Schedule of Exchanges of Interests in the Global Bond"
attached thereto.

     "DEPOSITARY" means, with respect to the Bonds issuable or issued in whole
or in part in global form, the Person specified in Section 2.3 hereof as the
Depositary with respect to the Bonds, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "DUFF & PHELPS" means Duff & Phelps Credit Rating Co. and its successors
and assigns.

     "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

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

     "EXCHANGE OFFER" has the meaning set forth in the Registration Rights
Agreement.


                                       6
<PAGE>

     "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in the
Registration Rights Agreement.

     "FACILITIES" means the Homer City Electric Generating Station and certain
facilities and other assets associated therewith and ancillary thereto.

     "FACILITY LEASE" means each Facility Lease between Homer City, as
Facility Lessee and each respective Owner Lessor, dated as of December __, 2001
entered into pursuant to each Participation Agreement listed in Schedule 1.

     "FACILITY LESSEE" means Homer City.

     "GAAP" means generally accepted accounting principles as in effect in the
United States from time to time consistently applied.

     "GLOBAL BONDS" means, individually and collectively, each of the Restricted
Global Bonds and the Unrestricted Global Bonds, in the form of Exhibit A hereto
issued in accordance with Section 2.1, 2.6(b)(iv), 2.6(d)(ii) or 2.6(f) hereof.

     "GLOBAL BOND LEGEND" means the legend set forth in Section 2.6(g)(ii),
which is required to be placed on all Global Bonds issued under this Indenture.

     "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

     "GOVERNMENTAL AUTHORITY" means any nation or government or any political
subdivision thereof, any state, province or other political subdivision thereof
and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

     "HEDGING OBLIGATIONS" means, with respect to any Person, the net payment
Obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements in the ordinary course of business and pursuant to
past practices designed to protect such Person against fluctuations in commodity
prices, interest rates or currency exchange rates.

     "HOLDER" means a Person in whose name a Bond is registered.


                                       7
<PAGE>

     "HOMER CITY" means EME Homer City Generation L.P., a Pennsylvania limited
partnership.

     "INDEBTEDNESS" of any Person means, without duplication: (i) all
indebtedness of such Person for borrowed money; (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services (other than trade payables and accrued liabilities arising in the
ordinary course of business); (iv) all reimbursement obligations with respect to
surety bonds, letters of credit (to the extent not collateralized with cash or
Cash Equivalents), bankers' acceptances and similar instruments (in each case,
whether or not matured); (v) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property); (vi) all Capital Lease Obligations; (vii) all
Interest Rate Hedging Obligations; (viii) all indebtedness referred to in
clauses (i) through (vii) 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 (ix) all contingent liabilities.

     "INDENTURE" means this Indenture as amended and restated dated as of
December __, 2001, between the Company and the Trustee.

     "INDEPENDENT ENGINEER" means Stone and Webster Management Consultants, Inc.
or another nationally recognized independent engineering and consulting firm
which, as Independent Engineer, will independently review the technical aspects
of the project, analyze the contractual structure and create financial
projections for the benefit of the Holders.

     "INDIRECT PARTICIPANT" means a Person who holds a beneficial interest in a
Global Bond through a Participant.

     "INITIAL BONDS" has the meaning specified in the preamble hereto.

     "INITIAL PURCHASER" has the meaning set forth in the Registration Rights
Agreement.


                                       8
<PAGE>

     "INITIAL SERIES A BONDS" has the meaning specified in the preamble hereto.

     "INITIAL SERIES B BONDS" has the meaning specified in the preamble hereto.

     "INTERCREDITOR AGREEMENT" has the meaning ascribed to the term "Amended
Collateral Agency and Intercreditor Agreement" in the Security Deposit
Agreement.

     "INTEREST RATE HEDGING OBLIGATIONS" means, as to any Person, the net
payment Obligations of all interest rate swaps, caps or collar agreements or
similar arrangements entered into by such Person in order to protect against
fluctuations in interest rates or the exchange of nominal interest obligations,
either generally or under specific contingencies, and, in any event, not for
speculative purposes.

     "INVESTMENT GRADE" means "Baa3" with respect to Moody's, "BBB-" with
respect to S&P and "BBB-" with respect to Duff & Phelps.

     "INVESTMENTS" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the form of direct or indirect
loans (including other Obligations), advances of assets or capital contributions
(excluding commission, travel and entertainment, moving and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.

     "LEASE INDENTURE" means each Indenture of Trust, Mortgage and Security
Agreements among an Owner Lessor, as Issuer, The Bank of New York, as
Security Agent and The Bank of New York, as Lease Indenture Trustee, dated
December __, 2001 entered into pursuant to each Participation Agreement.

     "LEASE INDENTURE EVENT OF DEFAULT" means a default under any of the
Lease Indentures.

     "LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Bonds for use by such Holders in
connection with the Exchange Offer.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any

                                       9
<PAGE>


option or other agreement to sell or give a security interest in any asset and
any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction).

          "MAKE-WHOLE PREMIUM" means, with respect to any Bond to be redeemed
on any Redemption Date, an amount calculated by the Company as of such date
equal to the excess, if any, of (i) the net present value of the then
remaining scheduled installments of principal and payments of interest (but
excluding that portion of any scheduled installment of principal or payment
of interest that is actually due and paid on the Redemption Date) in respect
of such Bond calculated using a discount factor equal to the sum of the
Treasury Yield plus 50 basis points, over (ii) the unpaid principal amount of
such Bond. Such Yield Maintenance Premium shall be determined in accordance
with the following provisions:

          (a) the average life of the remaining scheduled installments of
     principal in respect of such Bond (the "Remaining Average Life") shall be
     calculated as of such Redemption Date; and

          (b) the "Treasury Yield" shall be calculated for the United States
     Treasury security having an average life equal to the Remaining Average
     Life and trading in the secondary market at the price closest to par (the
     "Primary Issue"); PROVIDED, HOWEVER, that, if no United States Treasury
     security has an average life equal to the Remaining Average Life, the
     yields (the "Other Yields") for maturities of the two United States
     Treasury securities having average lives most closely corresponding to such
     Remaining Average Life and trading in the secondary market at the price
     closest to par shall be calculated, and the yield to maturity for the
     Primary Issue shall be the yield interpolated or extrapolated from such
     Other Yields on a straight-line basis, rounding in each of such relevant
     periods to the nearest month.

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

     "NEW BONDS" has the meaning set forth in the preamble to this Indenture.

     "NEW SERIES A BONDS" has the meaning set forth in the preamble to this
Indenture.

     "NEW SERIES B BONDS" has the meaning set forth in the preamble to this
Indenture.

     "NON-U.S. PERSON" means a Person who is not a U.S. Person.

     "OBLIGATIONS" means any principal, premium, if any, interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post-filing
interest is allowed in such proceeding), penalties, fees, charges, expenses,
indemnifications, reimbursement obligations, damages, guarantees and other
liabilities or amounts payable under the documentation governing any
Indebtedness or in respect thereof.

     "OFFERING" means the offering of the Initial Bonds by the Company.

     "OFFICER" means, with respect to any Person, any Chairman of the Board,
President, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, Senior Vice President, Vice President, Treasurer or Secretary of such
Person.

     "OFFICER'S CERTIFICATE" means a certificate signed by an Officer of the
Company.

     "OWNER LESSOR" means each of Homer City OL1 LLC, Homer City OL2 LLC,
Homer City OL3 LLC, Homer City OL4 LLC, Homer City OL5 LLC, Homer City OL6
LLC, Homer City OL7 LLC and Homer City OL8 LLC.

     "144A GLOBAL BOND" means one or more global notes in the form of Exhibit
A-1 hereto bearing the Global Bond Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in an aggregate denomination equal to the
outstanding principal amount of the Bonds sold in reliance on Rule 144A.


                                       10
<PAGE>

     "OPINION OF COUNSEL" means a written opinion of counsel for any Person
either expressly referred to in the Indenture or otherwise reasonably
satisfactory to the Trustee which may include, without limitation, counsel for
the Company, whether or not such counsel is an employee of the Company.

     "PARTICIPANT" means, with respect to the Depositary, Euroclear or Cedel, a
Person who has an account with the Depositary, Euroclear or Cedel, respectively
(and, with respect to The Depository Trust Company, shall include Euroclear and
Cedel).

     "PERSON" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, Governmental Authority or any other entity whether acting in an
individual, fiduciary or other capacity.

     "POWER MARKET CONSULTANT" means PHB Hagler Bailly, Inc. or another
nationally recognized power market consulting firm which, as Power Market
Consultant, will perform a market study of certain markets relating to the
Facilities and develop independent electricity price forecasts for the benefit
of the Holders.

     "PRINCIPAL ACCOUNT" has the meaning set forth in the Security Deposit
Agreement.

     "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section 2.6(g)(i)
to be placed on all Bonds issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "PRUDENT INDUSTRY PRACTICE" means any of the practices, methods, standards
and acts (including but not limited to the practices, methods, standards and
acts engaged in or approved by a significant portion of the electric power
generation industry in the United States) that, at a particular time, in the
exercise of reasonable judgment in light of the facts known or that should
reasonably have been known at the time a decision was made, could have been
expected to accomplish the desired result consistent with good business
practices, reliability, economy, safety and expedition, and which practices
generally conform to applicable law and governmental approvals.

     "QIB" means a "qualified institutional buyer" as defined in Rule l44A.

     "RATING AGENCIES" means each of Moody's, S&P and Duff & Phelps.


                                       11
<PAGE>

     "RATINGS REAFFIRMATION" means, with respect to a specified event, a written
confirmation from two or more Rating Agencies that a lowering of the
then-current credit ratings of the Bonds will not result from such event.

     "RECOVERY EVENT" means any settlement of or payment of $5,000,000 or more
in respect of (i) any property or casualty insurance claim relating to the
Facilities or (ii) any seizure, condemnation, confiscation or taking of, or
requisition of title or use of, the Facilities or any part thereof by any
Governmental Authority.

     "REDEMPTION DATE" means a date set forth for redemption of Bonds pursuant
to the Indenture.

     "REDEMPTION PRICE" means the price to be paid by the Company for the Bonds
that are redeemed pursuant to the Indenture.

     "REGISTRATION RIGHTS AGREEMENT" means the Exchange and Registration Rights
Agreement, dated as of May 27, 1999, by and among Homer City, Edison Mission
Holdings Co., Edison Mission Finance Co., Homer City Property Holdings Inc.,
Chestnut Ridge Energy Co., Mission Energy Westside Inc. and the other parties
named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

     "REGULATION S" means Regulation S promulgated under the Securities Act.

     "REGULATION S GLOBAL BOND" means a Regulation S Temporary Global Bond or
Regulation S Permanent Global Bond, as appropriate.

     "REGULATION S PERMANENT GLOBAL BOND" means a permanent Global Bond in the
form of Exhibit A-1 hereto bearing the Global Bond Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in an aggregate denomination equal to
the outstanding principal amount of the Regulation S Temporary Global Bond upon
expiration of the Restricted Period.

     "REGULATION S TEMPORARY GLOBAL BOND" means a temporary Global Bond in the
form of Exhibit A-2 hereto bearing the Global Bond Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in an aggregate denomination equal to
the outstanding principal amount of the Bonds initially sold in reliance on Rule
903 of Regulation S.


                                       12
<PAGE>

     "REINVESTMENT NOTICE" means a notice executed by an Authorized Officer of
Homer City to the Collateral Agent and the Trustee relating to a Recovery Event
(i) setting forth in reasonable detail the nature of the proposed restoration or
replacement relating to such Recovery Event and the estimated cost and time to
complete such restoration or replacement and (ii) stating that (a) no Default or
Event of Default has occurred and is continuing, (b) such restoration or
replacement is technologically and economically feasible, (c) the net cash
proceeds of such Recovery Event, together with other resources available to the
Facility Lessee, are sufficient to pay the estimated cost of completing such
restoration or replacement and (d) the Facility Lessee has sufficient resources
(through business interruption insurance or otherwise) to pay all principal,
interest and other fixed charges projected to become due and payable with
respect to Senior Debt prior to the completion of such restoration or
replacement.

     "REQUIRED CAPITAL IMPROVEMENTS" means capital improvements to the
Facilities which are either required by applicable law or which the Facility
Lessee reasonably believes are appropriate in response to enacted or anticipated
changes in applicable law or the interpretation thereof.

     "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

     "RESTRICTED GLOBAL BOND" means a Global Bond bearing the Private Placement
Legend.

     "RESTRICTED INVESTMENT" means any Investment other than a Permitted
Investment.

     "RESTRICTED PERIOD" means the 40-day restricted period as defined in
Regulation S.

     "RULE 144" means Rule 144 promulgated under the Securities Act.

     "RULE 144A" means Rule 144A promulgated under the Securities Act.

     "RULE 903" means Rule 903 promulgated under the Securities Act.

     "RULE 904" means Rule 904 promulgated under the Securities Act.


                                       13
<PAGE>

     "S&P" means Standard & Poor's Rating Services.

     "SALE-LEASEBACK TRANSACTION" means an arrangement relating to property now
owned or hereafter acquired whereby the Company transfers such property to a
Person and the Company leases it from such Person.

     "SECURITY DEPOSIT AGREEMENT" means the Amended Security Deposit Agreement,
dated as of December __, 2001, as amended, by and among Homer City and the
Collateral Agent.

     "SECURITY DOCUMENTS" has the meaning set forth in the Security Deposit
Agreement.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "SENIOR DEBT" has the meaning set forth in the Security Deposit Agreement.

     "SERIES A BONDS" means the Initial Series A Bonds and the New Series A
Bonds.

     "SERIES B BONDS" means the Initial Series B Bonds and the New Series B
Bonds.

     "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

     "STATED MATURITY" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the credit agreement or other
original documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

     "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company or other entity of which more than 50% of
the outstanding capital stock, partnership interests or other equity interests
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) or to control the management of such partnership,
limited liability company or other entity 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.


                                       14
<PAGE>

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified under the TIA.

     "TRUSTEE" means The Bank of New York, as successor trustee for the benefit
of the Holders under the Indenture, together with its successors and assigns.

     "UNRESTRICTED DEFINITIVE BOND" means one or more Definitive Bonds that do
not bear and are not required to bear the Private Placement Legend.

     "UNRESTRICTED GLOBAL BOND" means a permanent Global Bond in the form of
Exhibit A-1 attached hereto that bears the Global Bond Legend and that has the
"Schedule of Exchanges of Interests in the Global Bond" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Bonds that do not bear the Private
Placement Legend.

     "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under the
Securities Act.


                                       15
<PAGE>



SECTION 1.2 OTHER DEFINITIONS

                                                             Defined in
         Term                                                  Section

         "AUTHENTICATION ORDER"...................................2.2
         "COVENANT DEFEASANCE"....................................8.3
         "DTC"....................................................2.3
         "EVENT OF DEFAULT".......................................6.1
         "LEGAL DEFEASANCE".......................................8.2
         "PAYING AGENT"...........................................2.3
         "PERMITTED INDEBTEDNESS".................................4.5
         "PERMITTED LIENS"........................................4.9
         "REGISTRAR"..............................................2.3

SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

          "INDENTURE SECURITIES" means the Bonds;

          "INDENTURE SECURITY HOLDER" means a Holder of a Bond;

          "INDENTURE TO BE QUALIFIED" means this Indenture;

          "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

          "OBLIGOR" on the indenture securities means the Company and any
     successor obligor upon the indenture securities.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by Commission rule under the TIA
have the meanings so assigned to them.

SECTION 1.4 RULES OF CONSTRUCTION

     Unless the context otherwise requires:


                                       16
<PAGE>

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

          (2) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (3) or is not exclusive;

          (4) words in the singular include the plural, and in the plural
     include the singular;

          (5) provisions apply to successive events and transactions; and

          (6) references to sections of or rules under the Securities Act shall
     be deemed to include substitute, replacement or successor sections or rules
     adopted by the Commission from time to time.

SECTION 1.5 ONE CLASS OF SECURITIES

     The Initial Series A Bonds, Initial Series B Bonds, New Series A Bonds and
New Series B Bonds shall vote and consent together on all matters as one class
and none of the Initial Series A Bonds, Initial Series B Bonds, New Series A
Bonds and New Series B Bonds shall have the right to vote or consent as a
separate class on any matter.

                                   ARTICLE 2
                                  THE BONDS

SECTION 2.1 FORM AND DATING

     (a) GENERAL.

     The Bonds and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Bonds may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Bond
shall be dated the date of its authentication. The Bonds shall be in
denominations of $100,000 and integral multiples of $1,000 in excess thereof.

     The terms and provisions contained in the Bonds shall constitute, and are
hereby expressly made, a part of this Indenture and the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of
any Bond conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling.


                                       17
<PAGE>

     (b) GLOBAL BONDS.

     Bonds issued in global form shall be substantially in the form of Exhibits
A-1 or A-2 attached hereto (including the Global Bond Legend thereon and the
"SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL BOND" attached thereto). Bonds
issued in definitive form shall be substantially in the form of Exhibit A-l
attached hereto (but without the Global Bond Legend thereon and without the
"Schedule of Exchanges of interests in the Global Bond" attached thereto). Each
Global Bond shall represent such of the outstanding Bonds as shall be specified
therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Bonds from time to time endorsed thereon and that the
aggregate principal amount of outstanding Bonds represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Bond to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Bonds
represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with written instructions given by the
Holder thereof as required by Section 2.6 hereof.

     (c) TEMPORARY GLOBAL BONDS

     Bonds offered and sold in reliance on Regulation S shall be issued
initially in the form of a Regulation S Temporary Global Bond, which shall be
deposited on behalf of the purchasers of the Bonds represented thereby with the
Trustee, at its New York office, as custodian for the Depositary, and registered
in the name of the Depositary or the nominee of the Depositary for the accounts
of designated agents holding on behalf of Euroclear or Cedel, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
Restricted Period shall be terminated upon the receipt by the Trustee of (i) a
written certificate from the Depositary, together with copies of certificates
from Euroclear and Cedel certifying that they have received certification of
Non-United States beneficial ownership of 100% of the aggregate principal amount
of a Regulation S Temporary Global Bond (except to the extent of any beneficial
owners thereof who acquired an interest therein during the Restricted Period
pursuant to another exemption from registration under the Securities Act and who
will take delivery of a beneficial ownership interest in a 144A Global Bond
bearing a Private Placement Legend, all as contemplated by Section 2.6(a)(ii)
hereof), and (ii) an Officer's Certificate from the Company. Following the
termination of the Restricted Period, beneficial interests in a Regulation S
Temporary Global Bond shall be exchanged for beneficial interests in Regulation
S Permanent Global Bonds pursuant to the Applicable Procedures. Simultaneously
with the authentication of Regulation S Permanent Global Bonds, the Trustee
shall cancel the Regulation S Temporary Global Bond. The aggregate principal
amount of a Regulation S Temporary Global Bond and the


                                       18
<PAGE>

Regulation S Permanent Global Bonds may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

     (d) EUROCLEAR AND CEDEL PROCEDURES APPLICABLE.

     The provisions of the "OPERATING PROCEDURES OF THE EUROCLEAR SYSTEM" and
"TERMS AND CONDITIONS GOVERNING USE OF EUROCLEAR" and the "GENERAL TERMS AND
CONDITIONS OF CEDELBANK" and "CUSTOMER HANDBOOK" of Cedel shall be applicable to
transfers of beneficial interests in a Regulation S Temporary Global Bond and
the Regulation S Global Bonds that are held by Participants through Euroclear or
Cedel.

SECTION 2.2 EXECUTION AND AUTHENTICATION

     Two Officers shall sign the Bonds for the Company by manual or facsimile
signature. The Company's seals, if any, shall be reproduced on the Bonds and may
be in facsimile form.

     If an Officer whose signature is on a Bond no longer holds that office at
the time a Bond is authenticated, the Bond shall nevertheless be valid.

     A Bond shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Bond has been
authenticated under this indenture.

     The Trustee shall, upon a written order of the Company signed by two
Officers of the Company (an "AUTHENTICATION ORDER"), authenticate Series A Bonds
for original issue up to the aggregate principal amount of $300,000,000 and
Series B Bonds for original issue up to the aggregate principal amount of
$530,000,000. The aggregate principal amount of Series A Bonds or Series B Bonds
outstanding at any time may not exceed such amounts except as provided in
Section 2.7 hereof.

     The Trustee may (at the expense of the Company) appoint an authenticating
agent acceptable to the Company to authenticate Bonds. An authenticating agent
may authenticate Bonds whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company and has the same protections under
Article 7 herein.


                                       19
<PAGE>

SECTION 2.3 REGISTRAR AND PAYING AGENT

     The Company shall maintain an office or agency where Bonds may be presented
for registration of transfer or for exchange ("REGISTRAR") and an office or
agency where Bonds may be presented for payment ("PAYING AGENT"). The Registrar
shall keep a register of the Bonds and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "REGISTRAR" includes any co-registrar and the term "PAYING
AGENT" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company may act as
Paying Agent or Registrar.

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Bonds.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Bonds.

SECTION 2.4 PAYING AGENT TO HOLD MONEY IN TRUST

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal
of, premium, if any, or interest on the Bonds, and will notify the Trustee in
writing of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company) shall have no further liability for the
money. If the Company acts as Paying Agent, it shall segregate and hold as
separate trust funds for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Bonds.

SECTION 2.5 HOLDER LISTS

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request


                                       20
<PAGE>

in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Bonds and the
Company shall otherwise comply with TIA ss. 312(a).

SECTION 2.6 TRANSFER AND EXCHANGE

     (a) TRANSFER AND EXCHANGE OF GLOBAL BONDS.

     A Global Bond may not be transferred as a whole except by the Depositary to
a nominee of the Depositary, by a nominee of the Depositary to the Depositary or
to another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. All Global
Bonds will be exchanged by the Company for Definitive Bonds if (i) the Company
delivers to the Trustee written notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (ii) the Company in its sole discretion
determines that the Global Bonds (in whole but not in part) should be exchanged
for Definitive Bonds and delivers a written notice to such effect to the
Trustee; PROVIDED that in no event shall a Regulation S Temporary Global Bond be
exchanged by the Company for Definitive Bonds prior to (x) the expiration of the
Restricted Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the
occurrence of either of the preceding events in (i) or (ii) above, Definitive
Bonds shall be issued in such names as the Depositary shall instruct the Trustee
in writing. Global Bonds also may be exchanged or replaced, in whole or in part,
as provided in Sections 2.7 and 2.10 hereof. Every Bond authenticated and
delivered in exchange for, or in lieu of, a Global Bond or any portion thereof,
pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Bond. A
Global Bond may not be exchanged for another Bond other than as provided in this
Section 2.6(a), however, beneficial interests in a Global Bond may be
transferred and exchanged as provided in Section 2.6(b), (c) or (f) hereof.

     (b) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL BONDS.

     The transfer and exchange of beneficial interests in the Global Bonds shall
be effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Bonds shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Bonds also shall require compliance with
either subparagraph (i) or (ii)


                                       21
<PAGE>

below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

          (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL BOND.
     Beneficial interests in any Restricted Global Bond may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Bond in accordance with the transfer
     restrictions set forth in the Private Placement Legend; PROVIDED, HOWEVER,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Temporary Regulation S Global Bond may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than an Initial Purchaser). Beneficial interests in any Unrestricted Global
     Bond may be transferred to Persons who take delivery thereof in the form of
     a beneficial interest in an Unrestricted Global Bond. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.6(b)(i).

          (ii) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS IN
     GLOBAL BONDS. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.6(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either (A)(1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Bond in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B)(1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Bond in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Bond shall be registered to effect the transfer
     or exchange referred to in (1) above; PROVIDED that in no event shall
     Definitive Bonds be issued upon the transfer or exchange of beneficial
     interests in a Regulation S Temporary Global Bond prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903 under the Securities Act.
     Upon consummation of an Exchange Offer by the Company in accordance with
     Section 2.6(f) hereof, the requirements of this Section 2.6(b)(ii) shall be
     deemed to have been satisfied upon receipt by the Registrar of the
     instructions contained in the Letter of Transmittal delivered by the Holder
     of such beneficial interests in the Restricted Global Bonds. Upon
     satisfaction of


                                       22
<PAGE>

     all of the requirements for transfer or exchange of beneficial interests in
     Global Bonds contained in this Indenture and the Bonds or otherwise
     applicable under the Securities Act, the Trustee shall adjust the principal
     amount of the relevant Global Bond(s) pursuant to Section 2.6(h) hereof.

          (iii) TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED GLOBAL
     BOND. A beneficial interest in any Restricted Global Bond may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Bond if the transfer
     complies with the requirements of Section 2.6(b)(ii) above and the
     Registrar receives the following:

               (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Bond, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof; and

               (B) if the transferee will take delivery in the form of a
          beneficial interest in the Regulation S Temporary Global Bond or the
          Regulation S Permanent Global Bond, then the transferor must deliver a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (2) thereof.

          (iv) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A RESTRICTED
     GLOBAL BOND FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED GLOBAL BOND. A
     beneficial interest in any Restricted Global Bond may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Bond or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Bond if the exchange or
     transfer complies with the requirements of Section 2.6(b)(ii) above and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be exchanged, in the case
          of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a
          broker-dealer, (2) a Person participating in the distribution of the
          New Bonds or (3) a Person who is an affiliate (as defined in Rule 144)
          of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;


                                       23
<PAGE>


               (C) such transfer is effected by an Initial Purchaser pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Bond proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Bond, a certificate from such holder in the form of Exhibit C
               hereto, including the certifications in item (i)(a) thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Bond proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Bond, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

          If any such transfer is effected pursuant to subparagraph (B) or (D)
     above at a time when an Unrestricted Global Bond has not yet been issued,
     the Company shall issue and, upon receipt of an Authentication Order in
     accordance with Section 2.2 hereof, the Trustee shall authenticate one or
     more Unrestricted Global Bonds in an aggregate principal amount equal to
     the aggregate principal amount of beneficial interests transferred pursuant
     to subparagraph (B) or (D) above.

          Beneficial interests in an Unrestricted Global Bond cannot be
     exchanged for, or transferred to Persons who take delivery thereof in the
     form of, a beneficial interest in a Restricted Global Bond.

     (c) TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR DEFINITIVE BONDS.

          (i) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL BONDS TO RESTRICTED
     DEFINITIVE BONDS. If any holder of a beneficial interest in a Restricted
     Global Bond proposes to exchange such beneficial interest for a Restricted
     Definitive Bond or to transfer such beneficial interest to a Person who
     takes


                                       24
<PAGE>

     delivery thereof in the form of a Restricted Definitive Bond, then, upon
     receipt by the Registrar of the following documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Bond proposes to exchange such beneficial interest for a
          Restricted Definitive Bond, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof;

               (F) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof; or

               (G) if such beneficial interest is being transferred to an
          institutional Accredited Investor and pursuant to an exemption from
          the registration requirements of the Securities Act other than Rule
          144A, Rule 144 or Rule 904 thereunder, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(d)
          thereof,

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Bond to be reduced accordingly pursuant to Section 2.6(h) hereof,
     and


                                       25
<PAGE>

     the Company shall execute and the Trustee shall upon receipt of an
     Authentication Order authenticate and deliver to the Person designated in
     the instructions a Definitive Bond in the appropriate principal amount. Any
     Definitive Bond issued in exchange for a beneficial interest in a
     Restricted Global Bond pursuant to this Section 2.6(c) shall be registered
     in such name or names and in such authorized denomination or denominations
     as the holder of such beneficial interest shall instruct the Registrar
     through instructions from the Depositary and the applicable Participant or
     Indirect Participant. The Trustee shall (at the expense of the Company)
     deliver such Definitive Bonds to the Persons in whose names such Bonds are
     so registered. Any Definitive Bond issued in exchange for a beneficial
     interest in a Restricted Global Bond pursuant to this Section 2.6(c)(i)
     shall bear the Private Placement Legend and shall be subject to all
     restrictions on transfer contained therein.

          (ii) Notwithstanding Sections 2.6(c)(i)(A) and (C) hereof, a
     beneficial interest in the Regulation S Temporary Global Bond may not be
     exchanged for a Definitive Bond or transferred to a Person who takes
     delivery thereof in the form of a Definitive Bond prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

          (iii) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL BONDS TO UNRESTRICTED
     DEFINITIVE BONDS. A holder of a beneficial interest in a Restricted Global
     Bond may exchange such beneficial interest for an Unrestricted Definitive
     Bond or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of an Unrestricted Definitive Bond only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the Letter of Transmittal that it is not (1) a broker-dealer, (2) a
          Person participating in the distribution of the New Bonds or (3) a
          Person who is an affiliate (as defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;


                                       26
<PAGE>

               (C) such transfer is effected by an Initial Purchaser pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Bond proposes to exchange such beneficial
               interest for a Definitive Bond that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Bond proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Bond that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof,

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          (iv) BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL BONDS TO UNRESTRICTED
     DEFINITIVE BONDS. If any holder of a beneficial interest in an Unrestricted
     Global Bond proposes to exchange such beneficial interest for a Definitive
     Bond or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of a Definitive Bond, then, upon satisfaction of the
     conditions set forth in Section 2.6(b)(ii) hereof, the Trustee shall cause
     the aggregate principal amount of the applicable Global Bond to be reduced
     accordingly pursuant to Section 2.6(h) hereof, and the Company shall
     execute and the Trustee shall upon receipt of an Authentication Order
     authenticate and (at the expense of the Company) deliver to the Person
     designated in the instructions a Definitive Bond in the appropriate
     principal amount. Any Definitive Bond issued in exchange for a beneficial
     interest pursuant to this Section 2.6(c)(iv) shall be registered in such
     name or names and in such authorized denomination or denominations as the
     holder of such beneficial interest shall instruct the Registrar through
     instructions from the Depositary


                                       27
<PAGE>

     and the applicable Participant or Indirect Participant. The Trustee shall
     (at the expense of the Company) deliver such Definitive Bonds to the
     Persons in whose names such Bonds are so registered. Any Definitive Bond
     issued in exchange for a beneficial interest pursuant to this Section
     2.6(c)(iv) shall not bear the Private Placement Legend.

     (d) TRANSFER AND EXCHANGE OF DEFINITIVE BONDS FOR BENEFICIAL INTERESTS.

          (i) RESTRICTED DEFINITIVE BONDS TO BENEFICIAL INTERESTS IN RESTRICTED
     GLOBAL BONDS. If any Holder of a Restricted Definitive Bond proposes to
     exchange such Bond for a beneficial interest in a Restricted Global Bond or
     to transfer such Restricted Definitive Bond to a Person who takes delivery
     thereof in the form of a beneficial interest in a Restricted Global Bond,
     then, upon receipt by the Registrar of the following documentation:

               (A) if the Holder of such Restricted Definitive Bond proposes to
          exchange such Bond for a beneficial interest in a Restricted Global
          Bond, a certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (2)(b) thereof;

               (B) if such Restricted Definitive Bond is being transferred to a
          QIB in accordance with Rule 144A under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (1) thereof;

               (C) if such Restricted Definitive Bond is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such Restricted Definitive Bond is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144 under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(a) thereof;

               (E) if such Restricted Definitive Bond is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof; or

                                       28
<PAGE>


               (F) if such Restricted Definitive Bond is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (3)(c) thereof, the Trustee shall
          cancel the Restricted Definitive Bond, increase or cause to be
          increased the aggregate principal amount of, in the case of clause (A)
          above, the appropriate Restricted Global Bond, in the case of clause
          (B) above, the 144A Global Bond, and in the case of clause (C) above,
          the Regulation S Global Bond.

          (ii) RESTRICTED DEFINITIVE BONDS TO BENEFICIAL INTERESTS IN
     UNRESTRICTED GLOBAL BONDS. A Holder of a Restricted Definitive Bond may
     exchange such Bond for a beneficial interest in an Unrestricted Global Bond
     or transfer such Restricted Definitive Bond to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Bond
     only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange or the transferee, in the
          case of a transfer, certifies in the Letter of Transmittal that it is
          not (1) a broker-dealer, (2) a Person participating in the
          distribution of the New Bonds or (3) a Person who is an affiliate (as
          defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by an Initial Purchaser pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such Restricted Definitive Bond
               proposes to exchange such Bond for a beneficial interest in the
               Unrestricted Global Bond, a certificate from such Holder in the
               form of Exhibit C hereto, including the certifications in item
               (l)(c) thereof; or

                    (2) if the Holder of such Restricted Definitive Bond
               proposes to transfer such Bond to a Person who shall


                                       29
<PAGE>

               take delivery thereof in the form of a beneficial interest in the
               Unrestricted Global Bond, a certificate from such Holder in the
               form of Exhibit B hereto, including the certifications in item
               (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the subparagraphs in
          this Section 2.6(d)(ii), the Trustee shall cancel the Definitive Bonds
          and increase or cause to be increased the aggregate principal amount
          of the Unrestricted Global Bond.

          (iii) UNRESTRICTED DEFINITIVE BONDS TO BENEFICIAL INTERESTS IN
     UNRESTRICTED GLOBAL BONDS. A Holder of an Unrestricted Definitive Bond may
     exchange such Bond for a beneficial interest in an Unrestricted Global Bond
     or transfer such Unrestricted Definitive Bond to a Person who takes
     delivery thereof in the form of a beneficial interest in an Unrestricted
     Global Bond at any time. Upon receipt of a written request for such an
     exchange or transfer, the Trustee shall cancel the applicable Unrestricted
     Definitive Bond and increase or cause to be increased the aggregate
     principal amount of one of the Unrestricted Global Bonds.

     If any such exchange or transfer from a Definitive Bond to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above
at a time when an Unrestricted Global Bond has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.2 hereof, the Trustee shall authenticate, one or more Unrestricted
Global Bonds in an aggregate principal amount equal to the principal amount of
Definitive Bonds so transferred.

     (e) TRANSFER AND EXCHANGE OF DEFINITIVE BONDS FOR DEFINITIVE BONDS.

     Upon request by a Holder of Definitive Bonds and such Holder's compliance
with the provisions of this Section 2.6(e), the Registrar shall register the
transfer or exchange of Definitive Bonds. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Bonds duly endorsed or accompanied by a written instruction of
transfer


                                       30
<PAGE>

in form satisfactory to the Registrar duly executed by such Holder or by his
attorney, duly authorized in writing. In addition, the requesting Holder shall
provide any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section 2.6(e).

          (i) RESTRICTED DEFINITIVE BONDS TO RESTRICTED DEFINITIVE BONDS. Any
     Restricted Definitive Bond may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Bond if the Registrar receives the following:

               (A) if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (ii) RESTRICTED DEFINITIVE BONDS TO UNRESTRICTED DEFINITIVE BONDS. Any
     Restricted Definitive Bond may be exchanged by the Holder thereof for an
     Unrestricted Definitive Bond or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Bond if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the Letter of Transmittal that it is
          not (1) a broker-dealer, (2) a Person participating in the
          distribution of the New Bonds or (3) a Person who is an affiliate (as
          defined in Rule 144) of the Company;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;


                                       31
<PAGE>

               (C) any such transfer is effected by an Initial Purchaser
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such Restricted Definitive Bonds
               proposes to exchange such Bonds for an Unrestricted Definitive
               Bond, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (I)(d) thereof; or

                    (2) if the Holder of such Restricted Definitive Bonds
               proposes to transfer such Bonds to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Bond,
               a certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests, an Opinion of Counsel in form reasonably
          acceptable to the Registrar to the effect that such exchange or
          transfer is in compliance with the Securities Act and that the
          restrictions on transfer contained herein and in the Private Placement
          Legend are no longer required in order to maintain compliance with the
          Securities Act.

          (iii) UNRESTRICTED DEFINITIVE BONDS TO UNRESTRICTED DEFINITIVE BONDS.
     A Holder of Unrestricted Definitive Bonds may transfer such Bonds to a
     Person who takes delivery thereof in the form of an Unrestricted Definitive
     Bond. Upon receipt of a request to register such a transfer, the Registrar
     shall register the Unrestricted Definitive Bonds pursuant to the
     instructions from the Holder thereof.

     (f) EXCHANGE OFFER.

     Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.2, the Trustee shall
authenticate for each series of Bonds (i) one or more Unrestricted Global Bonds
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Bonds tendered for acceptance by Persons that
certify in the Letters of Transmittal that (x) they are not broker-dealers, (y)
they are not participating in a distribution of the New Bonds and (z) they are
not affiliates (as


                                       32
<PAGE>

defined in Rule 144) of the Company, and accepted for exchange in the Exchange
Offer and (ii) Definitive Bonds in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Bonds accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Bonds, the Trustee shall
cause the aggregate principal amount of the applicable Restricted Global Bonds
to be reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and (at the expense of the Company) deliver to the Persons
designated by the Holders of Definitive Bonds so accepted Definitive Bonds in
the appropriate principal amount.

     (g) LEGENDS.

     The following legends shall appear on the face of all Global Bonds and
Definitive Bonds issued under this Indenture unless specifically stated
otherwise in the applicable provisions of this Indenture.

          (i) PRIVATE PLACEMENT LEGEND.

               (A) Except as permitted by subparagraph (B) below, each Global
          Bond and each Definitive Bond (and all Bonds issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

               "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
               ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
               INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERRED, SOLD,
               ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
               OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION
               IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF
               THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
               ACQUISITION HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
               INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
               SECURITIES ACT) OR AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN
               THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501
               UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")
               OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
               AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION


                                       33
<PAGE>

               5, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO
               YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k)
               UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER)
               AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY
               PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE
               COMPANY OR AN AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
               SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER
               DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE
               RESTRICTION TERMINATION DATE") OFFER, SELL OR OTHERWISE TRANSFER
               THIS SECURITY, EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A
               REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
               THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
               ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
               REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT
               PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
               INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
               BEING MADE IN RELIANCE ON RULE l44A, (D) PURSUANT TO OFFERS AND
               SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
               WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
               TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS PURCHASING THE
               CERTIFICATES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
               INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT
               WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
               DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT
               TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
               REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL
               GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
               SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE
               COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH
               OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D), (E) OR (F) TO
               REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
               AND/OR OTHER INFORMATION SATISFACTORY TO EACH


                                       34
<PAGE>

               OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT
               A CERTIFICATION OR TRANSFER IN THE FORM APPEARING ON THE OTHER
               SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
               TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
               REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
               DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
               STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
               REGULATION S UNDER THE SECURITIES ACT."

               (B) Notwithstanding the foregoing, any Global Bond or Definitive
          Bond issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii),
          (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.6 (and
          all Bonds issued in exchange therefor or substitution thereof) shall
          not bear the Private Placement Legend.

          (ii) Global Bond Legend. Each Global Bond shall bear a legend in
     substantially the following form:

          "THIS GLOBAL BOND IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS BOND) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.7
          OF THE INDENTURE, (II) THIS GLOBAL BOND MAY BE EXCHANGED IN WHOLE BUT
          NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
          GLOBAL BOND MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
          TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL BOND MAY BE
          TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
          OF THE COMPANY."

          (iii) REGULATION S TEMPORARY GLOBAL BOND LEGEND. The Regulation S
     Temporary Global Bond shall bear a legend in substantially the following
     form:

          "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL BOND, AND
          THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR


                                       35
<PAGE>

          CERTIFICATED BONDS, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
          HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
          REGULATION S TEMPORARY GLOBAL BOND SHALL BE ENTITLED TO RECEIVE
          PAYMENT OF INTEREST HEREON."

     (h) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL BONDS.

     At such time as all beneficial interests in a particular Global Bond have
been exchanged for Definitive Bonds or a particular Global Bond has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Bond shall be returned to or retained and canceled by the Trustee in accordance
with Section 2.11 hereof. At any time prior to such cancellation, if any
beneficial interest in a Global Bond is exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Bond or for Definitive Bonds, the principal amount of Bonds represented
by such Global Bond shall be reduced accordingly and an endorsement shall be
made on such Global Bond by the Trustee or by the Depositary at the direction of
the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Bond, such other Global Bond
shall be increased accordingly and an endorsement shall be made on such Global
Bond by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.

     (i) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Bonds and
     Definitive Bonds upon receipt of an Authentication Order in accordance with
     Section 2.2 hereof or upon receipt of a written request of the Registrar in
     accordance with the terms hereof.

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Bond or to a Holder of a Definitive Bond for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.6, 3.7, 3.8 and 9.5 hereof).

          (iii) The Registrar shall not be required to register the transfer of
     or exchange any Bond selected for redemption in whole or in part, except
     the unredeemed portion of any Bond being redeemed in part.


                                       36
<PAGE>

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

          (v) The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Bonds during a period beginning at the
     opening of business 15 days before the day of any selection of Bonds for
     redemption under Section 3.2 hereof and ending at the close of business on
     the day of selection, (B) to register the transfer of or to exchange any
     Bond so selected for redemption in whole or in part, except the unredeemed
     portion of any Bond being redeemed in part or (C) to register the transfer
     of or to exchange a Bond between a record date and the next succeeding
     interest payment date.

          (vi) Prior to due presentment for the registration of a transfer of
     any Bond, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Bond is registered as the absolute owner of such
     Bond for the purpose of receiving payment of principal of and interest on
     such Bond and for all other purposes, and none of the Trustee, any Agent or
     the Company shall be affected by notice to the contrary.

          (vii) The Trustee shall authenticate Global Bonds and Definitive Bonds
     in accordance with the provisions of Section 2.2 hereof.

          (viii) All certifications, certificates and Opinions of Counsel
     required to be submitted to the Registrar pursuant to this Section 2.6 to
     effect a registration of transfer or exchange may be submitted by
     facsimile.

SECTION 2.7 REPLACEMENT BONDS

     If any mutilated Bond is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Bond, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Bond if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
Bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Bond is
replaced. The Company and the Trustee may charge for their expenses in replacing
a Bond.


                                       37
<PAGE>

     Every replacement Bond is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Bonds duly issued hereunder.

SECTION 2.8 OUTSTANDING BONDS

     The Bonds outstanding at any time are all the Bonds authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Bond effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.9 hereof, a Bond does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Bond.

     If a Bond is replaced pursuant to Section 2.7 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Bond is held by a bona fide purchaser.

     If the principal amount of any Bond is considered paid under Section 4.1
hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Bonds payable on that date, then on and after that date such Bonds shall
be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.9 TREASURY BONDS

     In determining whether the Holders of the required principal amount of
Bonds have concurred in any direction, waiver or consent, Bonds owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Bonds that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10 TEMPORARY BONDS

     Until certificates representing Bonds are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Bonds. Temporary Bonds shall be substantially in the form
of certificated Bonds but may have variations that the Company considers
appropriate for temporary Bonds and as shall be reasonably acceptable to the
Trustee.


                                       38
<PAGE>

     Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Definitive Bonds in exchange for temporary Bonds.

     Holders of temporary Bonds shall be entitled to all of the benefits of this
indenture.

SECTION 2.11 CANCELLATION

     The Company at any time may deliver Bonds to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Bonds
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Bonds surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Bonds (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Bonds shall be delivered
(at the expense of the Company) to the Company. The Company may not issue new
Bonds to replace Bonds that it has paid or that have been delivered to the
Trustee for cancellation.

SECTION 2.12 DEFAULTED INTEREST

     If the Company defaults in a payment of interest on the Bonds, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Bonds
and in Section 4.1 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Bond and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, PROVIDED that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

SECTION 2.13 CUSIP NUMBERS

     The Company in issuing the Bonds may use "CUSIP" numbers (if then generally
in use) and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Holders, PROVIDED, HOWEVER, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Bonds or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the


                                       39
<PAGE>

Bonds, and any such redemption shall not be affected by any defect in or
omission of such numbers.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.1 NOTICES TO TRUSTEE

     If the Company elects to redeem Bonds pursuant to the redemption provisions
of Section 3.7 or 3.8 hereof, it shall furnish to the Trustee, at least 30 days
but not more than 60 days before a redemption date, an Officer's Certificate
setting forth (i) the clause of this Indenture pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount of Bonds to be
redeemed and (iv) the redemption price.

SECTION 3.2 SELECTION OF BONDS TO BE REDEEMED

     If less than all of the Bonds are to be redeemed at any time, the Trustee
shall select the Bonds to be redeemed among the Holders of the Bonds in
compliance with the requirements of the principal national securities exchange,
if any, on which the Bonds are listed or, if the Bonds are not so listed, on a
PRO RATA basis, by lot or in accordance with any other method the Trustee
considers fair and appropriate. In the event of partial redemption by lot, the
particular Bonds to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by
the Trustee from the outstanding Bonds not previously called for redemption.

     The Trustee shall promptly notify the Company of the Bonds selected for
redemption and, in the case of any Bond selected for partial redemption, the
principal amount thereof to be redeemed. Bonds and portions of Bonds selected
shall be in amounts of $100,000 or whole multiples of $1,000 in excess thereof;
except that if all of the Bonds of a Holder are to be redeemed, the entire
outstanding amount of Bonds held by such Holder, even if not in the amount of
$100,000 or a multiple of $1,000 in excess thereof, shall be redeemed. Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Bonds called for redemption also apply to portions of Bonds called for
redemption.

SECTION 3.3 NOTICE OF REDEMPTION

     At least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Bonds are to be redeemed at its registered
address.


                                       40
<PAGE>

     The notice shall identify the Bonds to be redeemed and shall state:

          (a) the redemption date;

          (b) the redemption price;

          (c) if any Bond is being redeemed in part, the portion of the
     principal amount of such Bond to be redeemed and that, after the redemption
     date upon surrender of such Bond, a new Bond or Bonds in principal amount
     equal to the unredeemed portion shall be issued upon cancellation of the
     original Bond;

          (d) the name and address of the Paying Agent;

          (e) that Bonds called for redemption must be surrendered to the Paying
     Agent to collect the redemption price;

          (f) that, unless the Company defaults in making such redemption
     payment, interest on Bonds called for redemption ceases to accrue on and
     after the redemption date;

          (g) the paragraph of the Bonds and/or Section of this Indenture
     pursuant to which the Bonds called for redemption are being redeemed; and

          (h) that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the Bonds.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; PROVIDED, HOWEVER, that the Company
shall have delivered to the Trustee, at least 45 days prior to the redemption
date (or such shorter time period acceptable to the Trustee), an Officer's
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.4 EFFECT OF NOTICE OF REDEMPTION

     Once notice of redemption is mailed in accordance with Section 3.3 hereof,
Bonds called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

SECTION 3.5 DEPOSIT OF REDEMPTION PRICE

     One Business Day prior to the redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the


                                       41
<PAGE>

redemption price of and accrued interest on all Bonds to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Bonds to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Bonds or
the portions of Bonds called for redemption. If a Bond is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Bond was registered at the close of business on such record date. If any
Bond called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at me rate provided in the Bonds and in
Section 4.1 hereof.

SECTION 3.6 BONDS REDEEMED IN PART

     Upon surrender of a Bond that is redeemed in part, the Company shall issue
and, upon receipt of an Authentication Order, the Trustee shall authenticate for
the Holder at the expense of the Company a new Bond equal in principal amount to
the unredeemed portion of the Bond surrendered.

SECTION 3.7 OPTIONAL REDEMPTION

     The Bonds shall be subject to optional redemption at any time at a
Redemption Price equal to the outstanding principal amount of the Bonds to be
redeemed plus all accrued and unpaid interest thereon to the Redemption Date,
plus the Make-Whole Premium, if any.

SECTION 3.8 MANDATORY REDEMPTION

     The Bonds will be subject to mandatory redemption upon the occurrence of a
Recovery Event with respect to the Facilities, other than with respect to
amounts received by the Owner Lessor in connection with a Recovery Event for
which the Facility Lessee elects to restore or replace the asset or assets in
respect of which such Recovery Event occurred and a Reinvestment Notice is
provided to the Collateral Agent and the Trustee within 45 days of such
Recovery Event (provided that, with respect to any Recovery Event of $50
million or more, the Independent Engineer shall have certified as to the
reasonableness, in light of Prudent Industry Practice, of the Facility
Lessee's repair and replacement plans as set forth in the Facility Lessee's


                                       42
<PAGE>

Reinvestment Notice relating to such Recovery Event). Any mandatory redemption
of the Bonds will be without premium or penalty at a Redemption Price equal to
the unpaid principal amount thereof plus accrued and unpaid interest thereon to
the Redemption Date.

SECTION 3.9 NOTICES TO BONDHOLDERS BY LEASE INDENTURE TRUSTEE

     All provisions with respect to notices to the Bondholders will be deemed to
have been satisfied by delivery of such notice to the Bondholders by the Lease
Indenture Trustee or the Owner Lessor in compliance with the provisions of this
Article III. In addition, all notices provided to the Company under this
Indenture must also be provided by the Trustee to the Owner Lessor, Security
Agent, Facility Lessee and Lease Indenture Trustee.

                                   ARTICLE 4.
                                   COVENANTS

SECTION 4.1 PAYMENT OF BONDS

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Bonds on the dates and in the manner provided in the
Bonds. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due.

     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Bonds to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

SECTION 4.2 MAINTENANCE OF OFFICE OR AGENCY

     The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Bonds may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Bonds and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any


                                       43
<PAGE>

change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Bonds may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; PROVIDED, HOWEVER,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.3.

SECTION 4.3 INFORMATION REQUIREMENTS

     (a) The Company shall furnish or cause to be furnished to the Trustee, all
information that it receives pursuant to Section 5.1 of the Participation
Agreement, PROVIDED, HOWEVER that the Company is not obligated to provide such
information if it has been provided to the Trustee directly by Homer City.

SECTION 4.4 STAY, EXTENSION AND USURY LAWS

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

SECTION 4.5 LIMITATION ON SUBSIDIARIES AND INVESTMENTS

     The Company shall not create or acquire any Subsidiary.

SECTION 4.6 LIMITATION ON INCURRENCE OF INDEBTEDNESS

     The Company shall not, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or


                                       44
<PAGE>

otherwise, with respect to (collectively, "incur") any indebtedness other than
Permitted Indebtedness.

     "PERMITTED INDEBTEDNESS" shall mean Indebtedness incurred in respect of the
Bonds.

     Accrual of interest, the accretion of accreted value and the payment of
interest in the form of additional Indebtedness will not be deemed to be an
incurrence of Indebtedness for purposes of this Section 4.9.

SECTION 4.7 LIMITATION OF SALE OF ASSETS

     The Company shall not sell, transfer, convey, lease or otherwise dispose of
any assets or enter into Sale-Leaseback Transactions.

SECTION 4.8 LIMITATION ON TRANSACTIONS WITH AFFILIATES

     The Company shall not enter into any transaction or arrangement, whether or
not in the ordinary course of business, with any Affiliate.

SECTION 4.9 LIMITATION ON LIENS

     The Company shall not create, incur, assume or otherwise cause or suffer to
exist or become effective any Lien of any kind upon any of their property or
assets, now owned or hereafter acquired, other than Permitted Liens.

     The provisions of the first paragraph of this Section 4.13 shall not apply
to the incurrence of any of the following types of Liens (collectively,
"PERMITTED LIENS"):

          (a) Liens existing on the Closing Date;

          (b) Liens created under the Security Documents; and

          (c) Liens for taxes, assessments or governmental charges or levies
     that are not yet delinquent and remain payable without penalty or that are
     being contested in good faith by appropriate proceedings promptly
     instituted and diligently prosecuted; PROVIDED that any reserve or other
     appropriate provision as shall be required to conform with GAAP shall have
     been made therefor.


                                       45
<PAGE>

SECTION 4.10 LIMITATION ON BUSINESS ACTIVITIES

     The Company shall not engage in any business or conduct any activities
other than payment on and other obligations in respect of the Bonds as set forth
in Section 4.1.

SECTION 4.11 MAINTENANCE OF EXISTENCE

     The Company shall at all times (i) maintain its respective existence in
good standing under the laws of Delaware and (ii) maintain and renew all of its
respective rights, powers, privileges and franchises in all material respects.

SECTION 4.12 PAYMENTS FOR CONSENT

     The Company shall not directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
any Bonds for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Bonds unless such consideration
is offered to be paid or is paid to all Holders of the Bonds that consent, waive
or agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

SECTION 4.13 COMPLIANCE WITH LAWS

     The Company shall comply with all applicable laws, acts, rules,
regulations, permits, orders and requirements of any legislative, executive,
administrative or judicial body relating to the Company in all material
respects.

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.1 LIMITATION ON MERGER, CONSOLIDATION AND SALE OF SUBSTANTIALLY
            ALL ASSETS

     The Company shall not, directly or indirectly, consolidate or merge with
or into any other person (whether or not the Company is the surviving
corporation), or sell, assign, convey, lease, transfer or otherwise dispose
of, all or substantially all of its properties or assets in one or a series
of transactions, to any Person or Persons.

                                       46
<PAGE>


                                   ARTICLE 6.
                                EVENTS OF DEFAULT

SECTION 6.1 EVENTS OF DEFAULT

     Each of the following shall constitute an Event of Default hereunder:

          (a) default for 5 days in the payment when due of any principal of,
     premium, if any, or interest on the Bonds; or

          (b) failure by the Company to comply with the provisions described
     above under Sections 4.6, 4.7, 4.9, 4.10, 4.11, or 5.1, and such failure
     shall continue uncured for 30 or more days from the date an authorized
     officer of the Company receives actual notice thereof;

          (c) the Company pursuant to or within the meaning of Bankruptcy Law:

               (i) commences a voluntary case,

               (ii) consents to the entry of an order for relief against it in
          an involuntary case,

               (iii) consents to the appointment of a custodian of it or for all
          or substantially all of its property,

               (iv) make a general assignment for the benefit of its creditors,
          or

               (v) generally is not paying its debts as they become due;

          (d) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (i) is for relief against the Company in an involuntary case;

               (ii) appoints a custodian of the Company or for all or
          substantially all of the property of the Company; or

               (iii) orders the liquidation of the Company; and, in which case,
          the order or decree remains unstayed and in effect for 60 consecutive
          days;


                                       47
<PAGE>


          (e) any Lease Indenture Event of Default; or

          (f) failure by the Company to comply with any of its agreements in
     this Indenture and such failure shall continued uncured for 60 or more
     days from the date an authorized officer of the Company receives actual
     notice thereof (or to the extent the Default is curable but cannot be
     cured within such 60 day period, so long as the Company provides an
     Officer's Certificate to the Trustee stating that it is diligently
     pursuing a cure, such longer period of time which may be necessary in
     good faith to cure the same, but in no event to exceed 90 days).


SECTION 6.2 ACCELERATION

     If any Event of Default (other than an Event of Default specified in
clause (c) or (d) of Section 6.1 hereof with respect to the Company) occurs
and is continuing, the Trustee may, and upon written direction of the Holders
of at least 33-1/3% (in the case of any Event of Default specified in clause
(a) of Section 6.1 hereof) or 50% (in the case of any other Event of Default)
in principal amount of the then outstanding Bonds shall, declare, by written
notice to the Company, all the Bonds to be due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (c)
or (d) of Section 6.1 hereof occurs with respect to the Company, all
outstanding Bonds shall be due and payable without further action or notice.
Holders of the Bonds may not enforce this Indenture or the Bonds except as
provided in this Indenture. The Trustee may withhold from Holders of the
Bonds notice of any continuing Default or Event of Default (except a Default
or Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their best interest. The Holders of
at least 66 2/3% in aggregate principal amount of the then outstanding Bonds
by notice to the Trustee may on behalf of the Holders of all of the Bonds
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due
solely because of the acceleration) have been cured or waived.

     The Holders of a majority in aggregate principal amount of the Bonds then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Bonds waive any existing Default or Event of Default and its consequences under
this Indenture except (i) a continuing Default or Event of Default in the
payment of principal of, premium, if any, or interest on, the Bonds (including
in connection with an offer to purchase) and (ii) an Event of Default specified
in clause (c) or (d) of Section 6.1 hereof.

SECTION 6.3 OTHER REMEDIES

     If an Event of Default occurs and is continuing, the Trustee, in its sole
discretion, may pursue any available remedy to collect the payment of principal,
premium, if any, or interest on the Bonds or to enforce the performance of any
provision of the Bonds or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Bonds or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Bond in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a


                                       48
<PAGE>

waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.4 WAIVER OF PAST DEFAULTS

     Upon any waiver of any existing Default or Event of Default pursuant to the
second paragraph of Section 6.2, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 6.5 CONTROL BY MAJORITY

     Holders of a majority in principal amount of the then outstanding Bonds
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Bonds
or that may involve the Trustee in personal liability. The Trustee may take
any other action consistent with this Indenture relating to any such
direction.

SECTION 6.6 LIMITATION ON SUITS

     A Holder of a Bond may pursue a remedy with respect to this Indenture or
the Bonds only if:

          (a) the Holder of a Bond gives to the Trustee written notice of a
     continuing Event of Default;

          (b) the Holders of a majority in principal amount of the then
     outstanding Bonds make a written request to the Trustee to pursue the
     remedy;

          (c) such Holder of a Bond or Holders of Bonds offer and, if requested,
     provide to the Trustee security and indemnity satisfactory to the Trustee
     against any loss, liability or expense;

          (d) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer and, if requested, the provision of
     security and indemnity; and

          (e) during such 60-day period the Holders of a majority in principal
     amount of the then outstanding Bonds do not give the Trustee a direction
     inconsistent with the request.


                                       49
<PAGE>

     A Holder of a Bond may not use this Indenture to prejudice the rights of
another Holder of a Bond or to obtain a preference or priority over another
Holder of a Bond.

SECTION 6.7 RIGHTS OF HOLDERS OF BONDS TO RECEIVE PAYMENT

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Bond, which is absolute and unconditional, to receive payment of
principal, premium, if any, and interest on the Bond, on or after the respective
due dates expressed in the Bond (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after
such respective dates, or the obligation of the Company, which is also absolute
and unconditional, to pay the principal of, premium, if any, and interest on the
Bond to such Holder at the time and place set forth in the Bond, shall not be
impaired or affected without the consent of such Holder.

SECTION 6.8 COLLECTION SUIT BY TRUSTEE

     If an Event of Default specified in Section 6.1(a) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Bonds and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, fees, expenses, disbursements
and advances of the Trustee, its agents and counsel.

SECTION 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, fees, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Bonds allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Bonds), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the compensation, fees, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under or
in connection with this Indenture. To the


                                       50
<PAGE>

extent that the payment of any such compensation, fees, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under or in connection with this Indenture out of the estate in any
such proceeding, shall be denied for any reason, payment of the same shall be
secured by a perfected, first priority Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties that
the Holders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise, and such Lien
in favor of a predecessor Trustee shall be senior to the Lien in favor of the
current Trustee. Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Bonds or the rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 6.10 PRIORITIES

     If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

          FIRST: to the Trustee (including any predecessor Trustee), its agents
     and attorneys for amounts due under Section 7.7 hereof, including payment
     of all compensation, fees, expenses and liabilities incurred, and all
     advances made, by the Trustee and the costs and expenses of collection;

          SECOND: to Holders of Bonds for amounts due and unpaid on the Bonds
     for principal, premium, if any, and interest, ratably, without preference
     or priority of any kind, according to the amounts due and payable on the
     Bonds for principal, premium, if any, and interest, respectively; and

          THIRD: to the Company or to such party as a court of competent
     jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Bonds pursuant to this Section 6.10.

SECTION 6.11 FOR COSTS

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or


                                       51
<PAGE>

defenses made by the party litigant. This Section does not apply to a suit by
the Trustee, a suit by a Holder of a Bond pursuant to Section 6.7 hereof, or a
suit by Holders of more than 10% in principal amount of the then outstanding
Bonds.

                                   ARTICLE 7.
                                    TRUSTEE

SECTION 7.1 DUTIES OF TRUSTEE

     (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

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

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

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

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


                                       52
<PAGE>

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.5 hereof.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c), (e) and (f) of this Section.

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request or direction of any Holders, unless such Holder shall have offered and,
if requested, provided to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.2 RIGHTS OF TRUSTEE

     (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company personally or by agent or attorney.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officer's Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.


                                       53
<PAGE>

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered and, if requested, provided
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction.

     (g) No permissive right of the Trustee to act hereunder shall be construed
as a duty.

     (h) Whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers Certificate, an Opinion of Counsel, or both.

SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Bonds and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the Commission for permission to continue
as trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.4 TRUSTEE'S DISCLAIMER

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture, the Bonds or the Registration Rights
Agreement; it shall not be accountable for the Company's use of the proceeds
from the Bonds or any money paid to the Company or upon the Company's direction
under any provision of this Indenture; it shall not be responsible for the use
or application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the


                                       54
<PAGE>

Bonds or any other document in connection with the sale of the Bonds or pursuant
to this Indenture other than its certificate of authentication.

SECTION 7.5 NOTICE OF DEFAULTS

     If a Default or an Event of Default occurs and is continuing and if the
Trustee receives written notice thereof, the Trustee shall (at the expense of
the Company) mail to Holders of Bonds a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or an
Event of Default in payment of principal of, premium, if any, or interest on
any Bond or Lessor Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Bonds.

SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS OF THE BONDS

     Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Bonds remain outstanding, the Trustee
shall (at the expense of the Company) mail to the Holders of the Bonds a brief
report dated as of such reporting date that complies with TIA ss. 313(a) (but if
no event described in TIA ss. 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b). The Trustee shall transmit by mail all reports
as required by TIA ss. 313(c).

     A copy of each report at the time of its mailing to the Holders of Bonds
shall be mailed to the Company and filed with the Commission and each stock
exchange on which the Bonds are listed in accordance with TIA ss. 313(d). The
Company shall promptly notify the Trustee when the Bonds are listed on any stock
exchange.

SECTION 7.7 COMPENSATION AND INDEMNITY

     The Company agrees to pay to the Trustee from time to time compensation as
agreed upon by the Trustee and the Company, and, in the absence of any such
agreement, reasonable compensation for its acceptance of this Indenture and
services hereunder. The Trustee's compensation shall not be limited by any law
on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee promptly upon request for all disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services. Such
expenses shall include the compensation, disbursements and reasonable expenses
of the Trustee's agents and counsel.


                                       55
<PAGE>

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.7) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with,
relating to, or arising out of (i) the exercise or performance of any of its
powers or duties hereunder, or in connection herewith, and (ii) the validity,
invalidity, adequacy or inadequacy of this Indenture, the Bonds or the
Registration Rights Agreement, except to the extent any such loss, liability or
expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any claim for which it intends to seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.

     The obligations of the Company to the Trustee under this Indenture shall
survive the satisfaction and discharge of this Indenture.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Bonds on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Bonds. Such Lien shall survive the satisfaction and discharge of this
Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(c) or (d) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA ss. 313(b)(2) to the
extent applicable.

SECTION 7.8 REPLACEMENT OF TRUSTEE

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.


                                       56
<PAGE>

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of Bonds of a
majority in principal amount of the then outstanding Bonds may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
by a Board Resolution remove the Trustee if:

          (a) the Trustee fails to comply with Section 7.10 hereof;

          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

          (c) a custodian or public officer takes charge of the Trustee or its
     property; or

          (d) the Trustee becomes incapable of acting as trustee hereunder.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Bonds may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Bonds of at least 10% in principal amount of the then outstanding
Bonds may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     If the Trustee, after receiving a written request by any Holder of a Bond
who has been a BONA FIDE Holder of a Bond for at least six months, fails to
comply with Section 7.10, such Holder of a Bond may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Bonds. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, PROVIDED all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.7 hereof. Notwithstanding


                                       57
<PAGE>

replacement of the Trustee pursuant to this Section 7.8, the Company's
obligations under Section 7.7 hereof shall continue for the benefit of the
retiring Trustee.

SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER, ETC

     If the Trustee or any Agent consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee or Agent, as the case may be.

SECTION 7.10 ELIGIBILITY; DISQUALIFICATION

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that together with its direct parent, if any, or in the case of
a corporation included in a bank holding company system, its related bank
holding company, has a combined capital and surplus of at least $50 million as
set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA ss. 310(b).

SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

     The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

SECTION 7.12 OTHER CAPACITIES

     All references in this Indenture to the Trustee shall be deemed to refer to
the Trustee in its capacity as Trustee and in its capacities as any Agent, to
the extent acting in such capacities, and every provision of this Indenture
relating to the conduct or affecting the liability or offering protection,
immunity or indemnity to the Trustee shall be deemed to apply with the same
force and effect to the Trustee acting in its capacities as any Agent.


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<PAGE>

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE

     The Company may, at its option and at any time, elect to have either
Section 8.2 or 8.3 hereof be applied to all outstanding Bonds upon compliance
with the conditions set forth below in this Article 8.

SECTION 8.2 LEGAL DEFEASANCE AND DISCHARGE

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Bonds on the
date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Bonds, which shall thereafter be deemed to be "OUTSTANDING" only for
the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Bonds and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Bonds to receive solely from the trust fund described in Section 8.4
hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Bonds when such payments are
due, (b) the Company's obligations with respect to such Bonds under Article 2
and Section 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of
the Trustee and any Agent hereunder and the Company's obligations in connection
therewith, including, without limitation, Article 7 and Section 8.5 and 8.7
hereunder, and (d) this Article 8. Subject to compliance with this Article 8,
the Company may exercise its option under this Section 8.2 notwithstanding the
prior exercise of its option under Section 8.3 hereof.

SECTION 8.3 COVENANT DEFEASANCE

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, be released from its
obligations under the covenants contained in Sections 4.3, 4.5, 4.6, 4.7, 4.8,
4.9, 4.10, 4.13 and 5.1 hereof with respect to the outstanding Bonds on and
after the date the conditions set forth in


                                       59
<PAGE>

Section 8.4 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Bonds
shall thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"OUTSTANDING" for all other purposes hereunder (it being understood that such
Bonds shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Bonds,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.1 hereof, but,
except as specified above, the remainder of this Indenture and such Bonds shall
be unaffected thereby. In addition, upon the Company's exercise under Section
8.1 hereof of the option applicable to this Section 8.3 hereof, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(d)
through 6.1(g) hereof shall not constitute Events of Default.

SECTION 8.4 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE

     The following shall be the conditions to the application of either Section
8.2 or 8.3 hereof to the outstanding Bonds:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

               (a) the Company must irrevocably deposit with the Trustee, in
          trust, for the benefit of the Holders of the Bonds, cash in United
          States dollars, non-callable Government Securities, or a combination
          thereof, in such amounts as will be sufficient, in the opinion of a
          nationally recognized firm of independent public accountants, to pay
          the principal of, premium, if any, and interest on the outstanding
          Bonds on the stated maturity or on the applicable redemption date, as
          the case may be, and the Company must specify whether the Bonds are
          being defeased to maturity or to a particular redemption date;

               (b) in the case of an election under Section 8.2 hereof, the
          Company shall have delivered to the Trustee an Opinion of Counsel in
          the United States reasonably acceptable to the Trustee confirming that
          (A) the Company has received from, or there has been published by, the
          Internal Revenue Service a ruling or (B) since the date of this
          Indenture, there has been a change in the applicable federal income
          tax law, in either case to the effect that, and based thereon such
          Opinion of Counsel shall confirm that, the Holders of the outstanding
          Bonds will not recognize income, gain or loss for federal income tax
          purposes as a result of such Legal Defeasance and will be subject to
          federal income tax on the same amounts, in the


                                       60
<PAGE>

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

               (c) in the case of an election under Section 8.3 hereof, the
          Company shall have delivered to the Trustee an Opinion of Counsel in
          the United States reasonably acceptable to the Trustee confirming
          that, subject to customary assumptions and exclusions, the Holders of
          the outstanding Bonds will not recognize income, gain or loss for
          federal income tax purposes as a result of such Covenant Defeasance
          and will be subject to federal income tax on the same amounts, in the
          same manner and at the same times as would have been the case if such
          Covenant Defeasance had not occurred;

               (d) no Default or Event of Default shall have occurred and be
          continuing on the date of such deposit (other than a Default or an
          Event of Default resulting from the borrowing of funds to be applied
          to such deposit) or insofar as Sections 6.1(c) or 6.1(d) hereof are
          concerned, at any time in the period ending on the 91st day after the
          date of deposit;

               (e) such Legal Defeasance or Covenant Defeasance shall not result
          in a breach or violation of, or constitute a default under, any
          material agreement or instrument (other than this Indenture or any
          other Transaction Document) to which the Company is a party or by
          which the Company is bound;

               (f) the Company shall have delivered to the Trustee an Opinion of
          Counsel to the effect that (subject to customary qualifications and
          assumptions) after the 91st day following the deposit, the trust funds
          will not be subject to the effect of any applicable bankruptcy,
          insolvency, reorganization or similar laws affecting creditors' rights
          generally;

               (g) the Company shall have delivered to the Trustee an Officer's
          Certificate stating that the deposit was not made by the Company with
          the intent of preferring the Holders of Bonds over any other creditors
          of the Company or with the intent of defeating, hindering, delaying or
          defrauding creditors of the Company or others; and

               (h) the Company shall have delivered to the Trustee an Officer's
          Certificate and an Opinion of Counsel, each stating that, subject to
          customary assumptions and exclusions, all conditions precedent
          provided for or relating to the Legal Defeasance or the Covenant
          Defeasance have been complied with.


                                       61
<PAGE>

SECTION 8.5 DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
            OTHER MISCELLANEOUS PROVISIONS

     Subject to Section 8.6 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5, the
"TRUSTEE") pursuant to Section 8.4 hereof in respect of the outstanding Bonds
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Bonds and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent), to the
Holders of such Bonds of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

     The Company agrees to pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.4 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Bonds.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.4 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.4(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.6 REPAYMENT TO COMPANY

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company in trust for the payment of the principal of, premium, if any, or
interest on any Bond and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Bond shall thereafter, as a secured creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in The New York
Times and


                                       62
<PAGE>

The Wall Street Journal (national edition), notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance
of such money then remaining will be repaid to the Company.

SECTION 8.7 REINSTATEMENT

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.2 or 8.3
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Bonds
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is
permitted by such court or governmental authority to apply all such money in
accordance with Section 8.2 or 8.3 hereof, as the case may be; PROVIDED,
HOWEVER, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Bond following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Bonds to
receive such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1 WITHOUT CONSENT OF HOLDERS OF BONDS

     Notwithstanding Section 9.2 of this Indenture, the Company and the Trustee
may amend or supplement this Indenture, the Bonds or any Financing Document
without the consent of any Holder of a Bond:

          (a) to cure any ambiguity, omission, defect or inconsistency;

          (b) to provide for uncertificated Bonds in addition to or in place of
     certificated Bonds or to alter the provisions of Article 2 hereof
     (including the related definitions) in a manner that does not adversely
     affect any Holder;

          (c) to make any change that would provide any additional rights or
     benefits to the Holders of the Bonds or that does not adversely affect the
     legal rights hereunder of any Holder of the Bonds; or


                                       63
<PAGE>

          (d) to comply with requirements of the Commission in order to effect
     or maintain the qualification of this Indenture or any Security Document
     under the TIA.

     Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.2 hereof,
the Trustee shall join with the Company in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.2 WITH CONSENT OF HOLDERS OF BONDS

     Except as provided below in this Section 9.2, the Company and the Trustee
may amend or supplement this Indenture and the Bonds may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Bonds then outstanding voting as a single class (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Bonds), and, subject to Sections 6.4 and
6.7 hereof, any existing Default or Event of Default (other than a Default or an
Event of Default in the payment of the principal of, premium, if any, or
interest on the Bonds, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture or
the Bonds may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Bonds voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Bonds). Section 2.8 hereof shall determine which Bonds
are considered to be "outstanding" for purposes of this Section 9.2.

     Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Bonds as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.2 hereof, the Trustee shall join with the
Company in the execution of such amended or supplemental Indenture unless such
amended or supplemental Indenture directly affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental Indenture.


                                       64
<PAGE>

     It shall not be necessary for the consent of the Holders of Bonds under
this Section 9.2 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Bonds affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.4 and 6.7 hereof, the Holders of a
majority in aggregate principal amount of the Bonds then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Bonds. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.2 may not
(with respect to any Bonds held by a non-consenting Holder):

          (a) reduce the principal amount of Bonds whose Holders must consent to
     an amendment, supplement or waiver;

          (b) reduce the principal of or change the fixed maturity of any Bond
     or alter or waive any of the provisions with respect to the redemption of
     the Bonds;

          (c) reduce the rate of or change the time for payment of interest,
     including default interest, on any Bond;

          (d) waive a Default or an Event of Default in the payment of principal
     of, premium, if any, or interest on the Bonds (except a rescission of
     acceleration of the Bonds by the Holders of at least 66-2/3% in aggregate
     principal amount of the then outstanding Bonds and a waiver of the payment
     Default that resulted from such acceleration);

          (e) make any Bond payable in money other than that stated in the
     Bonds;

          (f) make any change in the provisions of this Indenture relating to
     waivers of past Defaults or the rights of Holders of Bonds to receive
     payments of principal of, premium, if any, or interest on the Bonds;

          (g) waive a redemption payment with respect to any Bond; or

          (h) make any change in the foregoing amendment and waiver provisions.


                                       65
<PAGE>

SECTION 9.3 COMPLIANCE WITH TRUST INDENTURE ACT

     Every amendment or supplement to this Indenture or the Bonds shall be set
forth in an amended or supplemental Indenture that complies with the TIA as then
in effect.

SECTION 9.4 REVOCATION AND EFFECT OF CONSENTS

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Bond is a continuing consent by the Holder of a Bond and every
subsequent Holder of a Bond or portion of a Bond that evidences the same debt as
the consenting Holder's Bond, even if notation of the consent is not made on any
Bond. However, any such Holder of a Bond or subsequent Holder of a Bond may
revoke the consent as to its Bond if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.5 NOTATION ON OR EXCHANGE OF BONDS

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Bond thereafter authenticated. The Company in
exchange for all Bonds may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Bonds that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Bond shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.6 TRUSTEE TO SIGN AMENDMENTS, ETC

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.1 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section 10.4
hereof, an Officer's Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.

SECTION 9.7 ACTIONS WITH RESPECT TO LESSOR NOTES

     The Company shall take action and give consents, waivers and otherwise
vote with respect to the Lessor Notes and the Lease Indentures in accordance
with the direction of the Holders. The principal amount of Lessor Notes that
the Company shall vote or pursuant to which the Company shall direct any
action shall be in proportion to the principal amount of Bonds, voting as a
single class, so voting or directing the Company and taking the corresponding
position.


                                       66
<PAGE>

                                  ARTICLE 10.
                                  MISCELLANEOUS

SECTION 10.1 TRUST INDENTURE ACT CONTROLS

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA ss. 318(c), the imposed duties shall control.

SECTION 10.2 NOTICES

     Any notice or communication by the Company or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address

                  If to the Company:

                  Homer City Funding LLC
                  18101 Von Karman Avenue
                  Suite 1700
                  Irvine, CA  92612-1046
                  Attention:  Treasurer
                  Facsimile:  949-752-5624

                  With a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York  10036-6522
                  Attention:  Harold F. Moore, Esq.
                  Facsimile:  212-735-2000

                  If to the Trustee:

                  The Bank of New York
                  114 West 47th Street
                  25th Floor
                  New York, New York  10036
                  Attention:  Corporate Trust Division
                  Facsimile:  212-852-1625

     The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.


                                       67
<PAGE>

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it,
except for notices or communications to the Trustee, which shall be effective
only upon actual receipt thereof.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

SECTION 10.3 COMMUNICATION BY HOLDERS OF BONDS WITH OTHER HOLDERS OF BONDS

     The Trustee will comply with TIA ss. 312(b) and the Holders may communicate
pursuant to TIA ss. 312(b) with other Holders with respect to their rights under
this Indenture or the Bonds. The Company, the Trustee, the Registrar and anyone
else, as applicable, shall have the protection of TIA ss. 312(c).

SECTION 10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee, if so
requested by the Trustee:

          (a) an Officer's Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 10.5 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and


                                       68
<PAGE>

          (b) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 10.5 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied.

SECTION 10.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss.
314(e) and shall include:

          (a) a statement that the Person making such certificate or opinion has
     read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (c) a statement that, in the opinion of such Person, he or she has
     made such examination or investigation as is necessary to enable him or her
     to express an informed opinion as to whether or not such covenant or
     condition has been satisfied; and

          (d) a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been satisfied.

SECTION 10.6 RULES BY TRUSTEE AND AGENTS

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.7 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
             AND SHAREHOLDERS

     No director, officer, employee, incorporator, shareholder or Affiliate of
the Company, as such, shall have any liability for any obligations of the
Company under the Bonds, this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Bonds by
accepting a Bond waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Bonds. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the Commission that such a waiver is against public policy.


                                       69
<PAGE>

SECTION 10.8 GOVERNING LAW

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE BONDS.

SECTION 10.9 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 10.10 SUCCESSORS

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

SECTION 10.11 SEVERABILITY

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

SECTION 10.12 COUNTERPART ORIGINALS

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

SECTION 10.13 TABLE OF CONTENTS, HEADINGS, ETC

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]


                                       70
<PAGE>


                                   SIGNATURES

Dated as of December __, 2001

                                         HOMER CITY FUNDING LLC


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




                                         THE BANK OF NEW YORK, as
                                         Trustee


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


<PAGE>


                                   SIGNATURES

Dated as of December __, 2001

                                         HOMER CITY FUNDING LLC


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




                                         THE BANK OF NEW YORK, as
                                         Trustee


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


<PAGE>

                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                      Indenture Section
310(a)(1).....................................................7.10
    (a)(2)....................................................7.10
    (a)(3)....................................................N.A.
    (a)(4)....................................................N.A.
    (a)(5)....................................................7.10
    (b)..................................................7.3, 7.10
    (c).......................................................N.A.
311(a)........................................................7.11
    (b).......................................................7.11
    (c).......................................................N.A.
312(a).........................................................2.5
    (b).......................................................10.3
    (c).......................................................10.3
313(a).........................................................7.6
    (b)(1)................................................7.6, 7.7
    (b)(2)................................................7.6, 7.7
    (c)..................................................7.6, 10.2
    (d)........................................................7.6
314(a)...................................................4.3; 10.2
    (b).......................................................N.A.
    (c)(1)....................................................10.4
    (c)(2)....................................................10.4
    (c)(3)....................................................N.A.
    (e).......................................................10.5
    (f).......................................................N.A.
315(a).........................................................7.1
    (b)........................................................7.5
                                                              10.2
    (c)........................................................7.1
    (d)........................................................7.1
    (e).......................................................6.11
316(a)(last sentence)..........................................2.9
    (a)(1)(A)..................................................6.5
    (a)(1)(B)..................................................6.4
    (a)(2).....................................................NA.
    (b)........................................................6.7
    (c).......................................................2.12
317(a)(1)......................................................6.8
    (a)(2).....................................................6.9
    (b)........................................................2.4
318(a)........................................................10.1
    (b).......................................................N.A.
    (c).......................................................10.1
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.

<PAGE>

                                   EXHIBIT A-1

                                 (FACE OF BOND)

 [INSERT THE GLOBAL BOND LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
                                   INDENTURE]

        [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE
                          PROVISIONS OF THE INDENTURE]

                                                            CUSIP/CINS _________

             [8.137] [8.734]% SENIOR SECURED BOND DUE [2019] [2026]

No.__                                                                   $_______

                             HOMER CITY FUNDING LLC
promises to pay to
                  --------------------------------------------------------------

or registered assigns,

the principal sum of
                    ------------------------------------------------------------

Dollars in a series of installments as specified below with a final
payment date of
                 -------------------------------

Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

                                    Homer City Funding LLC

                                    By: ___________________
                                        Name:
                                        Title:

                                    By: ___________________
                                        Name:
                                        Title:

This is one of the Global
Bonds referred to in the
within-mentioned Indenture:

THE BANK OF NEW YORK,
as successor Trustee

By: _____________________           Dated: December __, 2001
Name:
Title:

                                     A-1-1


<PAGE>

                                 (BACK OF BOND)

             [8.137] [8.734]% Senior Secured Bond due [2019] [2026]

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. INTEREST. Homer City Funding LLC (the "COMPANY"), a Delaware limited
liability company, promises to pay interest on the principal amount of this Bond
at [8.137] [8.734]% per annum from December __, 2001 until maturity, as
adjusted pursuant to Section 4 of the Registration Rights Agreement referred to
below. The Company shall pay interest semi-annually on April 1 and October 1 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each a "PAYMENT DATE"). Interest on the Bonds will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; PROVIDED that if there is no existing Default
in the payment of interest, and if this Bond is authenticated between a record
date referred to on the face hereof and the next succeeding Payment Date,
interest shall accrue from such next succeeding Payment Date; PROVIDED, FURTHER,
that the first Payment Date shall be April 1, 2002. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     2. PRINCIPAL. The principal of this Bond shall be due and payable in
consecutive semi-annual installments on each Payment Date, commencing on
April 1, 2004, and ending on the Payment Date for the final installment of
principal set forth above, and each such installment of principal shall be in
the amount, if any, set forth in Schedule 1 attached hereto in the column
headed "Scheduled Principal Amount Payable" with respect to the date of such
installment, PROVIDED that the final installment of principal shall be equal
to the then unpaid principal balance of the Bond.

     3. METHOD OF PAYMENT. The Company will pay interest or principal due on the
Bonds (except defaulted interest) to the Persons who are registered Holders of
Bonds at the close of business on the March 15 or September 15 next preceding
the Payment Date, even if such Bonds are canceled after such record date and on
or before such Payment Date, except as provided in Section 2.12 of the
Indenture (as herein defined) with respect to defaulted interest. The Bonds will
be payable as to principal, premium, if any, and interest at the office or
agency of the Company maintained for such purpose within the City and State of
New York, or, at the option of the Company, payment of interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that all payments of principal, premium, if any, and
interest with respect to Bonds the Holders of which have given wire transfer
instructions to the Company at least ten business days prior to the applicable
payment date will be required to be made by wire transfer of immediately
available funds to the accounts specified by the Holders thereof. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.



                                     A-1-2

<PAGE>

     4. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, as
successor Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company may act in any such capacity.

     5. INDENTURE. The Company issued the Bonds under an Indenture dated as of
May 27, 1999, as amended or supplemented from time to time ("INDENTURE"),
between the Company and the Trustee. The terms of the Bonds include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Bonds
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of this Bond
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Series [A] [B] Bonds are
obligations of the Company limited to [$___] million in aggregate principal
amount.

     6. OPTIONAL REDEMPTION. The Bonds shall be subject to optional redemption
at any time at a Redemption Price equal to the outstanding principal amount of
the Bonds to be redeemed plus all accrued and unpaid interest thereon to the
Redemption Date, plus the Make-Whole Premium, if any.

     7. MANDATORY REDEMPTION. The Bonds will be subject to mandatory
redemption upon the occurrence of a Recovery Event with respect to the
Facilities, other than with respect to amounts received by the Owner Lessor
in connection with a Recovery Event for which the Facility Lessee elects to
restore or replace the asset or assets in respect of which such Recovery
Event occurred and a Reinvestment Notice is provided to the Collateral Agent
and the Trustee within 45 days of such Recovery Event (provided that, with
respect to any Recovery Event of $50 million or more, the Independent
Engineer shall have certified as to the reasonableness of the Facility
Lessee's repair and replacement plans as set forth in the Facility Lessee's
Reinvestment Notice relating to such Recovery Event). Any mandatory
redemption of the Bonds will be without premium or penalty at a Redemption
Price equal to the unpaid principal amount thereof plus accrued and unpaid
interest thereon to the Redemption Date.

     8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Bonds are to be redeemed at its registered address. Bonds in denominations
larger than $100,000 may be redeemed in part but only in whole multiples of
$l,000 in excess thereof, unless all of the Bonds held by a Holder are to be
redeemed. On and after the redemption date, interest ceases to accrue on Bonds
or portions thereof called for redemption.

     9. DENOMINATIONS, TRANSFER, EXCHANGE. The Bonds are in registered form
without coupons in denominations of $100,000 and integral multiples of $1,000 in
excess thereof. The transfer of Bonds may be registered and Bonds may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Bond or portion of a Bond selected for
redemption, except for the unredeemed portion of any Bond being redeemed in
part. Also, the Company need not exchange or register the transfer of any Bonds
for a period of 15 days before



                                     A-1-3
<PAGE>

a selection of bonds to be redeemed or during the period between a record
date and the next succeeding Payment Date.

     10. PERSONS DEEMED OWNERS. The registered Holder of a Bond may be treated
as its owner for all purposes.

     11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Bonds may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Bonds
voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Bonds may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Bonds voting
as a single class. Without the consent of any Holder of a Bond, the Indenture,
the Bonds or any Financing Document may be amended or supplemented to cure any
ambiguity, omission, defect or inconsistency, to provide for uncertificated
Bonds in addition to or in place of certificated Bonds or to alter the
provisions of Article 2 of the Indenture (including the related definitions) in
a manner that does not affect any Holder, to provide for the assumption of the
Company's obligations to Holders of the Bonds in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Bonds or that does not adversely affect the legal
rights under the Indenture of any such Holder or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture or any Security Document under the Trust Indenture Act.

     12. DEFAULTS AND REMEDIES. An "Event of Default" occurs if there is the
occurrence of any of the following: (i) default for 5 days in the payment
when due of any principal of, premium, if any, or interest on the Bonds,
(ii) failure by the Company to comply with the provisions described under
Sections  4.6, 4.7, 4.9, 4.10, 4.11, or 5.1 of the Indenture, and such
failure shall continue uncured for 30 or more days from the date an
authorized officer of the Company receives actual notice thereof, (iii) the
failure by the Company to comply with any of its agreements in this Indenture
and such failure shall continued uncured for 60 or more days from the date an
authorized officer of the Company receives actual notice thereof (or to the
extent the Default is curable but cannot be cured within such 60 day period,
so long as the Company provides an Officer's Certificate to the Trustee
stating that it is diligently pursuing a cure, such longer period of time
which may be necessary in good faith to cure the same, but in no event to
exceed 90 days).

                                     A-1-4
<PAGE>

(iv) certain events of bankruptcy or insolvency with respect to the Company;
and (v) any Lease Indenture Event of Default. If any Event of Default (other
than an Event of Default specified in clause (c) or (d) of Section 6.1 of the
Indenture with respect to the Company) occurs and is continuing, the Trustee
may, and upon the written direction of the Holders of at least 33-1/3% (in
the case of any Event of Default specified in clause (i) above) or 50% (in
the case of any other Event of Default) in principal amount of the then
outstanding Bonds shall, declare, by written notice to the Company, all the
Bonds to be due and payable. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency,
with respect to the Company, all outstanding Bonds shall be due and payable
without further action or notice. Holders may not enforce the Indenture or
the Bonds except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then
outstanding Bonds may in writing direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders of the Bonds notice of
any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Bonds then outstanding by written notice to
the Trustee may on behalf of the Holders of all of the Bonds waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, the Bonds.

     13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or shareholder or Affiliate of the Company, as such, shall have
any liability for any obligations of the Company under the Bonds, the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Bond waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Bonds. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Commission that such a waiver
is against public policy.

     15. AUTHENTICATION. This Bond shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT(= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not
as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

     17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL BONDS AND RESTRICTED
DEFINITIVE BONDS. In addition to the rights provided to Holders of bonds under
the indenture, Holders of Restricted Global Bonds and Restricted Definitive
Bonds shall have all the rights set forth in the Exchange and Registration
Rights Agreement dated as of May 27, 1999, among the Company, the Subsidiary
Guarantors and Lehman Brothers Inc. (the "REGISTRATION RIGHTS AGREEMENT").



                                     A-1-5
<PAGE>

     18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Bonds and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Bonds or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     19. GUARANTEES AND SECURITY. This Bond will be entitled to the benefits of
certain security interests created for the benefit of the Holders and holders
of other senior indebtedness of the Company. Reference is hereby made to the
Security Documents for a statement of the security interests granted therein.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          Homer City Funding LLC
          18101 Von Karman Avenue
          Suite 1700
          Irvine, CA 92612-1046
          Attention: Treasurer
          Facsimile: 949-752-5624

     20. COUNTERPARTS. This Bond may be executed by one or more of the parties
to this Bond on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

     21. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THE INDENTURE AND THIS BOND.



                                     A-1-6
<PAGE>

                   SCHEDULE OF SCHEDULED PAYMENTS OF PRINCIPAL

                 [Attach the following table for Series A Bonds]

--------------------------------------------------------------------------------
       PRINCIPAL PAYMENT DATES                 PERCENTAGE OF PRINCIPAL AMOUNT
                                              PAYABLE ON EACH PRINCIPAL PAYMENT
                                                            DATE
--------------------------------------------------------------------------------
     April 1 and October 1, 2004                            1.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2005                            2.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2006                            2.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2007                            2.500%
--------------------------------------------------------------------------------
     April 1 and October 1, 2008                            3.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2009                            3.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2010                            3.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2011                            3.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2012                            3.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2013                            3.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2014                            3.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2015                            4.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2016                            4.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2017                            5.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2018                            5.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2019                            3.500%
--------------------------------------------------------------------------------



                                     A-1-7
<PAGE>

                 [Attach the following table for Series B Bonds]

--------------------------------------------------------------------------------
       PRINCIPAL PAYMENT DATES                 PERCENTAGE OF PRINCIPAL AMOUNT
                                              PAYABLE ON EACH PRINCIPAL PAYMENT
                                                            DATE
--------------------------------------------------------------------------------
     April 1 and October 1, 2004                               0.055%
--------------------------------------------------------------------------------
     April 1 and October 1, 2005                               0.480%
--------------------------------------------------------------------------------
     April 1 and October 1, 2006                               0.590%
--------------------------------------------------------------------------------
     April 1 and October 1, 2007                               0.375%
--------------------------------------------------------------------------------
     April 1 and October 1, 2008                               0.375%
--------------------------------------------------------------------------------
     April 1 and October 1, 2009                               0.415%
--------------------------------------------------------------------------------
     April 1 and October 1, 2010                               1.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2011                               1.750%
--------------------------------------------------------------------------------
     April 1 and October 1, 2012                               2.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2013                               1.250%
--------------------------------------------------------------------------------
     April 1 and October 1, 2014                               1.500%
--------------------------------------------------------------------------------
     April 1 and October 1, 2015                               2.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2016                               2.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2017                               2.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2018                               2.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2019                               2.500%
--------------------------------------------------------------------------------
     April 1 and October 1, 2020                               3.500%
--------------------------------------------------------------------------------
     April 1 and October 1, 2021                               3.500%
--------------------------------------------------------------------------------
     April 1 and October 1, 2022                               3.500%
--------------------------------------------------------------------------------
     April 1 and October 1, 2023                               4.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2024                               4.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2025                               5.000%
--------------------------------------------------------------------------------
     April 1 and October 1, 2026                               6.210%
--------------------------------------------------------------------------------



                                     A-1-8
<PAGE>

                                 ASSIGNMENT FORM


To assign this Bond, fill in the form below: (I) or (we) assign and transfer
this Bond to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Bond on the books of the Company.  The agent may substitute
another to act for him.

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

Date: ________

                                        Your signature:
                                        (Sign exactly as your name appears on
                                        the face of this Bond)

                                        Tax Identification No.:
                                                                ----------------


                                        SIGNATURE GUARANTEE:


                                        ---------------------------------------
                                        Signatures must be guaranteed by an
                                        "eligible guarantor institution" meeting
                                        the requirements of the Registrar, which
                                        requirements include membership or
                                        participation in the Security Transfer
                                        Agent Medallion Program ("STAMP") or
                                        such other "signature guarantee program"
                                        as may be determined by the Registrar in
                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.


                                     A-1-9
<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL BOND(1)


     The following exchanges of apart of this Global Bond for an interest in
another Global Bond or for a Definitive Bond, or exchanges of a part of another
Global Bond or Definitive Bond for an interest in this Global Bond, have been
made:

<TABLE>
<CAPTION>

                                                                   Principal Amount
                          Amount of         Amount of increase   of this Global Bond       Signature of
                         decrease in            in Principal        following such      authorized officer
                      Principal Amount         Amount of this       decrease (or          of Trustee or
Date of Exchange     Of this Global Bond        Global Bond            increase             Custodian
----------------     -------------------    ------------------   -------------------    ------------------
<S>                  <C>                    <C>                  <C>                    <C>



</TABLE>

--------------------
This should be included only if the Bond is issued in global forms.


                                     A-1-10
<PAGE>

                                   EXHIBIT A-2

                  (FACE OF REGULATION S TEMPORARY GLOBAL BOND)

     THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL BOND, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED BONDS, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL BOND SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR BONDS IN
DEFINITIVE FORM, THIS BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL
ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.




                                     A-2-1
<PAGE>

                                                                      CUSIP/CINS

             [8.137] [8.734]% SENIOR SECURED BOND DUE [2019] [2026]

No.                                                                   $________
   ---------------

                             HOMER CITY FUNDING LLC


promises to pay to
                   -------------------------------------------------------------

or registered assigns,

         the principal sum of
                              --------------------------------------------------

Dollars in a series of installments as specified below with a final
payment date of
                ------------------

Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

                                    Homer City Funding LLC


                                    BY:
                                       --------------------------------
                                            Name:
                                            Title:

                                    BY:
                                       --------------------------------
                                            Name:
                                            Title:


This is one of the Global Bonds referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK,
as successor Trustee

By:                                                  Dated: December __, 2001
   -----------------------------------------
Name:
Title:



                                     A-2-2
<PAGE>



                  (BACK OF REGULATION S TEMPORARY GLOBAL BOND)

             [8.137] [8.734]% Senior Secured Bond due [2019] [2026]

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. INTEREST. Homer City Funding LLC (the "Company"), a Delaware limited
liability company, promises to pay interest on the principal amount of this
Bond at [8.137] [8.734]% per annum from December___, 2001 until maturity, as
adjusted pursuant to Section 4 of the Registration Rights Agreement referred
to below. The Company shall pay interest semi-annually on April 1 and October
1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each a "Payment Date"). Interest on the Bonds will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is
no existing Default in the payment of interest, and if this Bond is
authenticated between a record date referred to on the face hereof and the
next succeeding Payment Date, interest shall accrue from such next succeeding
Payment Date; provided, further, that the first Payment Date shall be April
1, 2002. The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at a rate that is 1% per annum in excess of
the rate then in effect; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments
of interest (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

     Until this Regulation S Temporary Global Bond is exchanged for one or more
Regulation S Permanent Global Bonds, the Holder hereof shall not be entitled to
receive payments of interest hereon; until so exchanged in full, this Regulation
S Temporary Global Bond shall in all other respects be entitled to the same
benefits as other Bonds under the Indenture.

     2. PRINCIPAL. The principal of this Bond shall be due and payable in
consecutive semi-annual installments on each Payment Date, commencing on
April 1, 2004, and ending on the Payment Date for the final installment of
principal set forth above, and each such installment of principal shall be in
the amount, if any, set forth in Schedule 1 attached hereto in the column
headed "Scheduled Principal Amount Payable" with respect to the date of such
installment, provided that the final installment of principal shall be equal
to the then unpaid principal balance of the Bond.

     3. METHOD OF PAYMENT. The Company will pay interest or principal due on the
Bonds (except defaulted interest) to the Persons who are registered Holders of
Bonds at the close of business on the March 15 or September 15 next preceding
the Payment Date, even if such Bonds are canceled after such record date and on
or before such Payment Date, except as provided in Section 2.12 of the Indenture
(as herein defined) with respect to defaulted interest. The Bonds will be
payable as to principal, premium, if any, and interest at the office or agency
of the Company maintained for such purpose within the City and State of New
York, or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that all payments of principal, premium, if any, and interest with
respect to Bonds the Holders of which have given wire transfer instructions to
the Company at least ten business days prior to the applicable payment


                                     A-2-3
<PAGE>


date will be required to be made by wire transfer of immediately available funds
to the accounts specified by the Holders thereof. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

     4. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, as
successor Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company may act in any such capacity.

     5. INDENTURE. The Company issued the Bonds under an Indenture dated as of
May 27, 1999, as amended or supplemented from time to time ("Indenture"),
between the Company and the Trustee. The terms of the Bonds include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Bonds
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of this Bond
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Series [A] [B] Bonds are
obligations of the Company limited to [$____] million in aggregate principal
amount.

     6. OPTIONAL REDEMPTION. The Bonds shall be subject to optional redemption
at any time at a Redemption Price equal to the outstanding principal amount of
the Bonds to be redeemed plus all accrued and unpaid interest thereon to the
Redemption Date, plus the Make-Whole Premium, if any.

     7. MANDATORY REDEMPTION. The Bonds will be subject to mandatory
redemption upon the occurrence of a Recovery Event with respect to the
Facilities, other than with respect to amounts received by the Owner Lessor
in connection with a Recovery Event for which the Facility Lessee elects to
restore or replace the asset or assets in respect of which such Recovery
Event occurred and a Reinvestment Notice is provided to the Collateral Agent
and the Trustee within 45 days of such Recovery Event (provided that, with
respect to any Recovery Event of $50 million or more, the Independent
Engineer shall have certified as to the reasonableness of the Facility
Lessee's repair and replacement plans as set forth in the Facility Lessee's
Reinvestment Notice relating to such Recovery Event). Any mandatory
redemption of the Bonds will be without premium or penalty at a Redemption
Price equal to the unpaid principal amount thereof plus accrued and unpaid
interest thereon to the Redemption Date.

     8. NOTICE OF REDEMPTION. Notice of Redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Bonds are to be redeemed at its registered address. Bonds in denominations
larger than $100,000 may be redeemed in part but only in whole multiples of
$l,000 in excess thereof, unless all of the Bonds held by a Holder are to be
redeemed. On and after the redemption date, interest ceases to accrue on Bonds
or portions thereof called for redemption.

     9. DENOMINATIONS, TRANSFER, EXCHANGE. The Bonds are in registered form
without coupons in denominations of $100,000 and integral multiples of $1,000 in
excess thereof. The transfer of Bonds may be registered and Bonds may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may


                                     A-2-4
<PAGE>

require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company need not exchange or register the transfer of any Bond or
portion of a Bond selected for redemption, except for the unredeemed portion of
any Bond being redeemed in part. Also, the Company need not exchange or register
the transfer of any Bonds for a period of 15 days before a selection of bonds to
be redeemed or during the period between a record date and the next succeeding
Payment Date.

     This Regulation S Temporary Global Bond is exchangeable in whole or in part
for one or more Global Bonds only (i) on or after the termination of the 40-day
restricted period (as defined in Regulation S) and (ii) upon presentation of
certificates (accompanied by an Opinion of Counsel, if applicable) required by
Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global
Bond for one or more Global Bonds, the Trustee shall cancel this Regulation S
Temporary Global Bond.

     10. PERSONS DEEMED OWNERS. The registered Holder of a Bond may be treated
as its owner for all purposes.

     11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Bonds may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Bonds
voting as a single class, and any existing default or compliance with any
provision of the indenture or the Bonds may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Bonds voting
as a single class. Without the consent of any Holder of a Bond, the Indenture,
the Bonds or any Financing Document may be amended or supplemented to cure any
ambiguity, omission, defect or inconsistency, to provide for uncertificated
Bonds in addition to or in place of certificated Bonds or to alter the
provisions of Article 2 of the Indenture (including the related definitions) in
a manner that does not affect any Holder, to provide for the assumption of the
Company's obligations to Holders of the Bonds in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Bonds or that does not adversely affect the legal
rights under the Indenture of any such Holder or to comply with the requirements
of the Commission in order to effect or maintain the qualification of the
Indenture or any Security Document under the Trust indenture Act.

     12. DEFAULTS AND REMEDIES. An "Event of Default" occurs if there is the
occurrence of any of the following: (i) default for 5 days in the payment
when due of any principal of, premium, if any, or interest on the Bonds, (ii)
failure by the Company to comply with the provisions described under Sections
4.6, 4.7, 4.9, 4.10, 4.11, or 5.1 of the Indenture, and such failure shall
continue uncured for 30 or more days from the date an authorized officer of
the Company receives actual notice thereof, (iii) the failure by the Company
to comply with any of its agreements in this Indenture and such failure shall
continue uncured for 60 or more days from the date an authorized officer of
the Company receives actual notice thereof (or to the extent the Default is
curable but cannot be cured within such 60 day period, so long as the Company
provides an Officer's Certificate to the Trustee stating that it is
diligently pursuing a cure, such longer period of time which may be necessary
in good faith to cure the same, but in no event to exceed 90 days),

                                     A-2-5
<PAGE>

(iv) certain events of bankruptcy or insolvency with respect to the Company;
and (v) any Lease Indenture Event of Default. If any Event of Default (other
than an Event of Default specified in clause (c) or (d) of Section 6.1 of the
Indenture with respect to the Company) occurs and is continuing, the Trustee
may, and upon the written direction of the Holders of at least 33-1/3% (in
the case of any Event of Default specified in clause (i) above) or 50% (in
the case of any other Event of Default) in principal amount of the then
outstanding Bonds shall, declare all the Bonds to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising
from certain events of bankruptcy or insolvency, with respect to the Company,
all outstanding Bonds shall be due and payable without further action or
notice. Holders may not enforce the Indenture or the Bonds except as provided
in the indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Bonds may in writing direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Bonds notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Bonds then
outstanding by written notice to the Trustee may on behalf of the Holders of
all of the Bonds waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of the principal of, premium, if any, or interest on,
the Bonds.

     13. TRUSTEE DEALINGS WITH COMPANY The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or shareholder or Affiliate of the Company, as such, shall have any
liability for any obligations of the Company under the Bonds, the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Bond waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Bonds. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the Commission that
such a waiver is against public policy.

     15. AUTHENTICATION. This Bond shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.


                                     A-2-6
<PAGE>

     16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (joint tenants with right of survivorship and
not as tenants in common), CUST (= custodian), and U/GIM/A (Uniform Gifts to
Minors Act).

     17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL BONDS AND RESTRICTED
DEFINITIVE BONDS. In addition to the rights provided to Holders of bonds under
the Indenture, Holders of Restricted Global Bonds and Restricted Definitive
Bonds shall have all the rights set forth in the Exchange and Registration
Rights Agreement dated as of May 27, 1999, among the Company, the Subsidiary
Guarantors and Lehman Brothers Inc. (the "Registration Rights Agreement").

     18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Bonds and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Bonds or as
contained in any notice of Redemption and reliance may be placed only on the
other identification numbers placed thereon.

     19. GUARANTEES AND SECURITY. This Bond will be entitled to the benefits
of certain security interests created for the benefit of the Holders and
holders of other senior indebtedness of the Company. Reference is hereby made
to the Security Documents for a statement of the security interests granted
therein.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  Homer City Funding LLC
                  18101 Von Karman Avenue
                  Suite 1700
                  Irvine, CA 92612-1046
                  Attention: Treasurer
                  Facsimile: 949-752-5624

     20. COUNTERPARTS. This Bond may be executed by one or more of the parties
to this Bond on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

     21. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THE INDENTURE AND THIS BOND.



                                     A-2-7
<PAGE>



                   SCHEDULE OF SCHEDULED PAYMENTS OF PRINCIPAL

                 [Attach the following table for Series A Bonds]



     PRINCIPAL PAYMENT DATES                     PERCENTAGE OF PRINCIPAL AMOUNT
                                               PAYABLE ON EACH PRINCIPAL PAYMENT
                                                              DATE
   April 1 and October 1, 2004                               1.000%
   April 1 and October 1, 2005                               2.000%
   April 1 and October 1, 2006                               2.000%
   April 1 and October 1, 2007                               2.500%
   April 1 and October 1, 2008                               3.000%
   April 1 and October 1, 2009                               3.000%
   April 1 and October 1, 2010                               3.000%
   April 1 and October 1, 2011                               3.000%
   April 1 and October 1, 2012                               3.000%
   April 1 and October 1, 2013                               3.000%
   April 1 and October 1, 2014                               3.000%
   April 1 and October 1, 2015                               4.000%
   April 1 and October 1, 2016                               4.000%
   April 1 and October 1, 2017                               5.000%
   April 1 and October 1, 2018                               5.000%
   April 1 and October 1, 2019                               3.500%



                                     A-2-8
<PAGE>



                 [Attach the following table for Series B Bonds]


     PRINCIPAL PAYMENT DATES                     PERCENTAGE OF PRINCIPAL AMOUNT
                                               PAYABLE ON EACH PRINCIPAL PAYMENT
                                                              DATE
   April 1 and October 1, 2004                               0.055%
   April 1 and October 1, 2005                               0.480%
   April 1 and October 1, 2006                               0.590%
   April 1 and October 1, 2007                               0.375%
   April 1 and October 1, 2008                               0.375%
   April 1 and October 1, 2009                               0.415%
   April 1 and October 1, 2010                               1.000%
   April 1 and October 1, 2011                               1.750%
   April 1 and October 1, 2012                               2.000%
   April 1 and October 1, 2013                               1.250%
   April 1 and October 1, 2014                               1.500%
   April 1 and October 1, 2015                               2.000%
   April 1 and October 1, 2016                               2.000%
   April 1 and October 1, 2017                               2.000%
   April 1 and October 1, 2018                               2.000%
   April 1 and October 1, 2019                               2.500%
   April 1 and October 1, 2020                               3.500%
   April 1 and October 1, 2021                               3.500%
   April 1 and October 1, 2022                               3.500%
   April 1 and October 1, 2023                               4.000%
   April 1 and October 1, 2024                               4.000%
   April 1 and October 1, 2025                               5.000%
   April 1 and October 1, 2026                               6.210%



                                     A-2-9
<PAGE>

                                 ASSIGNMENT FORM


To assign this Bond, fill in the form below: (I) or (we) assign and transfer
this Bond to

---------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

---------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint
                        ----------------------------------------------------
to transfer this Bond on the books of the Company. The agent may substitute
another to act for him.


Date: ___         _____
         ---------

                                         Your signature:
                                                        ------------------------
                                         (Sign exactly as your name appears on
                                         the face of this Bond)

                                         Tax Identification No.:
                                                                ----------------

                                         SIGNATURE GUARANTEE:

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

                                         Signatures must be
                                         guaranteed by an "eligible
                                         guarantor institution"
                                         meeting the requirements of
                                         the Registrar, which
                                         requirements include
                                         membership or participation
                                         in the Security Transfer
                                         Agent Medallion Program
                                         ("STAMP") or such other
                                         "signature guarantee
                                         program" as may be
                                         determined by the Registrar
                                         in addition to, or in
                                         substitution for, STAMP,
                                         all in accordance with the
                                         Securities Exchange Act of
                                         1934, as amended.



                                     A-2-10
<PAGE>



           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL BOND


     The following exchanges of a part of this Regulation S Temporary Global
Bond for an interest in another Global Bond, or of other Restricted Global Bonds
for an interest in this Regulation S Temporary Global Bond, have been made:


<TABLE>
<CAPTION>

                                                                           Principal Amount
                               Amount of          Amount of increase      of this Global Bond       Signature of
                               decrease in            in Principal          following such       authorized officer
                            Principal Amount         Amount of this          decrease (or           of Trustee or
Date of Exchange          of this Global Bond        Global Bond              increase               Custodian
----------------          -------------------     -------------------     --------------------   -------------------
<S>                       <C>                     <C>                     <C>                    <C>

</TABLE>

                                     A-2-11
<PAGE>


                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER


Homer City Funding LLC
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92612-1046
Attention: Treasurer





The Bank of New York
114 West 47th Street
25th Floor
New York, New York 10036
Attention: Corporate Trust Division


     Re: [8.137] [8.734]% Senior Secured Bonds due [2019] [2026]
         -------------------------------------------------------

     Reference is hereby made to the First Amended and Restated Indenture,
dated as of December___, 2001, as amended and supplemented from time to time
(the "INDENTURE"), between Homer City Funding LLC (the "COMPANY"), and The
Bank of New York, as successor trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

     ________________ (the "TRANSFEROR") owns and proposes to transfer the
Bond[s] or interest in such Bond[s] specified in Annex A hereto, in the
principal amount of $_____ in such Bond[s] or interests (the "TRANSFER"),
to_____(the "TRANSFEREE"), as further specified in Annex A hereto. In connection
with the Transfer, the Transferor hereby certifies that:


[CHECK ALL THAT APPLY]

1. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL BOND OR A DEFINITIVE BOND PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "SECURITIES ACT"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Bond is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Bond for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Bond
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Bond and/or the Definitive Bond and
in the Indenture and the Securities Act.

2. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
TEMPORARY REGULATION S GLOBAL BOND THE REGULATION S GLOBAL BOND OR A DEFINITIVE
BOND PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with


                                      B-1
<PAGE>

Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Bond
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Bond, the Temporary
Regulation S Global Bond and/or the Definitive Bond and in the Indenture and the
Securities Act.

3. / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A DEFINITIVE BOND
PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
REGULATION S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Bonds and
Restricted Definitive Bonds and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

          (a) / / such Transfer is being effected pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

          (b) / / such Transfer is being effected to the Company or a subsidiary
     thereof;

                                       or

          (c) / / such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act;

                                       or

          (d) / / such Transfer is being effected to an Institutional Accredited
     Investor and pursuant to an exemption from the registration requirements of
     the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
     Transferor hereby further certifies that it has not engaged in any general
     solicitation within the meaning of Regulation D under the Securities Act
     and the Transfer complies with the transfer restrictions applicable to
     beneficial interests in a Restricted Global Bond or Restricted Definitive
     Bonds and the requirements of the exemption claimed, which certification is
     supported by (1) a certificate executed by the Transferee and (2) if such
     Transfer is in respect of a principal amount of Bonds at the time of
     transfer of less than $250,000, an Opinion of Counsel provided by the
     Transferor or the Transferee (a copy of which


                                      B-2
<PAGE>

     the Transferor has attached to this certification), to the effect that such
     Transfer is in compliance with the Securities Act. Upon consummation of the
     proposed transfer in accordance with the terms of the Indenture, the
     transferred beneficial interest or Definitive Bond will be subject to the
     restrictions on transfer enumerated in the Private Placement Legend printed
     on the Definitive Bonds and in the Indenture and the Securities Act.

     4. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL BOND OR OF AN UNRESTRICTED DEFINITIVE BOND.

     (a) / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Bond will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Bonds and the
Restricted Definitive Bonds and in the Indenture.

     (b) / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Bond will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Bonds and the Restricted Definitive Bonds and in the Indenture.

     (c) / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (1) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Bond will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Bonds and the
Restricted Definitive Bonds and in the Indenture.



                                      B-3
<PAGE>


     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                             [Insert Name of Transferor]

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


                                      B-4
<PAGE>



                       ANNEX A TO CERTIFICATE OF TRANSFER


1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]


     (a) / / a beneficial interest in the:

          (i) / / 144A Global Bond (CUSIP________), or

          (ii) / / Regulation S Global Bond (CUSIP ______), or

     (b) / / a Restricted Definitive Bond.

2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

     (a) / / a beneficial interest in the:

          (i) / / 144A Global Bond (CUSIP________), or

          (ii) / / Regulation S Global Bond (CUSIP _______), or

          (iii) / / Unrestricted Global Bond (CUSIP _______); or

     (b) / / a Restricted Definitive Bond; or

     (c) / / an Unrestricted Definitive Bond,

             in accordance with the terms of the Indenture.



                                      B-5
<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


Homer City Funding LLC
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92612-1046
Attention: Treasurer

The Bank of New York
114 West 47th Street
25th Floor
New York, New York 10036
Attention:  Corporate Trust Division


     Re: [8.137] [8.734]% Senior Secured Bonds due [2019] [2026]
         -------------------------------------------------------

     Reference is hereby made to the Indenture, dated as of May 27, 1999, as
amended and supplemented form time to time (the "INDENTURE"), between Edison
Mission Holdings Co. (the "COMPANY") and United States Trust Company of New
York, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

     ________________ (the "OWNER") owns and proposes to exchange the Bond[s] or
interest in such Bond[s] specified herein, in the principal amount of $______ in
such Bond[s] or interests (the "EXCHANGE"). In connection with the Exchange, the
Owner hereby certifies that:


1. EXCHANGE OF RESTRICTED DEFINITIVE BONDS OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL BOND FOR UNRESTRICTED DEFINITIVE BONDS OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL BOND

     (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL BOND TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL BOND. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Bond
for a beneficial interest in an Unrestricted Global Bond in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Bonds and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on transfer
contained in the indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Bond is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

     (b) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL BOND TO UNRESTRICTED DEFINITIVE BOND. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Bond for an Unrestricted
Definitive Bond, the Owner hereby certifies (i) the Definitive Bond is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions


                                      C-1
<PAGE>

applicable to the Restricted Global Bonds and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Bond is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     (c) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE BOND TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL BOND. In connection with the Owner's Exchange
of a Restricted Definitive Bond for a beneficial interest in an Unrestricted
Global Bond, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Bonds and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     (d) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE BOND TO
UNRESTRICTED DEFINITIVE Bond. In connection with the Owner's Exchange of a
Restricted Definitive Bond for an Unrestricted Definitive Bond, the Owner hereby
certifies (i) the Unrestricted Definitive Bond is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Bonds and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Bond is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2. EXCHANGE OF RESTRICTED DEFINITIVE BONDS OR BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL BONDS FOR RESTRICTED DEFINITIVE BONDS OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL BONDS

     (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL BOND TO RESTRICTED DEFINITIVE BOND. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Bond for a Restricted
Definitive Bond with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Bond is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Bond issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Bond and in the Indenture
and the Securities Act.

     (b) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE BOND TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL BOND. In connection with the Exchange of the
Owner's Restricted Definitive Bond for a beneficial interest in the [CHECK ONE]
144A Global Bond, Regulation S Global Bond with an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner's own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Bonds and pursuant to and in accordance with the Securities Act, and in


                                      C-2
<PAGE>

compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Bond and in the Indenture and the Securities Act.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                         -----------------------------------
                                                  [Insert Name of Owner]

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

Dated:
      --------------------



                                      C-3