<PAGE>

                                                                   EXHIBIT 10.13

                     AMENDED AND RESTATED GUARANTY AGREEMENT

         This AMENDED AND RESTATED GUARANTY AGREEMENT (as the same may be
amended, supplemented, or otherwise modified from time to time, this "Guaranty")
dated as of July 1, 2003, is made by Orion Power Holdings, Inc., a Delaware
corporation (the "Limited Guarantor"), in favor of the Secured Parties, as
defined in the Collateral Trust Agreement dated as of even date herewith (as the
same may be amended, supplemented, or otherwise modified from time to time, the
Collateral Trust Agreement), among Reliant Resources, Inc. ("RRI"), the
subsidiaries of RRI parties thereto, including the Limited Guarantor, and
Wachovia Bank, National Association, in its capacity as collateral trustee
(together with its successors in such capacity the "Collateral Trustee") for the
Secured Parties. Capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms by the Collateral Trust Agreement.

                                    RECITALS

         1.       RRI, the other Credit Parties referred to therein, the Lenders
referred to therein, Bank of America, N.A., as Administrative Agent and
Collateral Agent, Citibank, N.A., as Tranche A Collateral Agent, and the other
Agents referred to therein are party to an Amended and Restated Credit and
Guaranty Agreement dated as of March 28, 2003 (as amended, modified,
supplemented, amended and restated, refinanced or replaced from time to time,
the "Credit Agreement"), under which such Lenders have provided Tranche A Loans
(as defined therein), Term Loans (as defined therein), Revolving Credit
Commitments (as defined therein), and commitments for Senior Priority Loans, as
defined therein.

         2.       The Obligations (as defined therein) under the Credit
Agreement are guaranteed by the subsidiaries of RRI that are Credit Parties (as
defined therein) thereunder, including the Limited Guarantor and the Orion Bank
Guarantors. The guaranties of the Limited Guarantor and the Orion Bank
Guarantors are set forth in Article 8 of the Credit Agreement and are limited to
an amount determined as set forth in Schedule 8.4 to the Credit Agreement.

         3.       RRI intends to issue 9-1/4% Senior Secured Notes due 2010 in
the original principal amount of $550,000,000 and 9-1/2% Senior Secured Notes
due 2013 in the original principal amount of $550,000,000 (collectively, the
"Senior Secured Notes") pursuant to the respective Senior Secured Note
Indentures, each dated as of July 1, 2003, by and among RRI, the Guarantors
parties thereto and Wilmington Trust Company, as Trustee, for the purpose of
refinancing a portion of the Tranche A Loans and Term Loans outstanding under
the Credit Agreement. Pursuant to such Senior Secured Note Indentures, the
Guarantors, excluding the Orion Bank Guarantors, but including the Limited
Guarantor, will guarantee payment of the Senior Secured Notes and all other Note
Obligations.

         4.       RRI contemplates issuing or incurring Parity Secured Debt in
the future which would be guaranteed by some or all of the Grantors, including
the Limited Guarantor.

         5.       In connection with the issuance of the Senior Secured Notes
and the required guarantees thereof, and in contemplation of the future issuance
of Parity Secured Debt and the

                                      -1-

<PAGE>

required guarantees thereof, the provisions contained in Article 8 of the Credit
Agreement as applicable to the Limited Guarantor are being removed and amended
and restated hereby to facilitate the ratable sharing among the Secured Parties
of the limited amount permitted to be guaranteed thereunder.

         6.       The Limited Guarantor is executing and delivering this
Guaranty in amendment and restatement of the existing guaranty as set forth in
the Credit Agreement to induce the current and future holders of Secured
Obligations to extend credit to RRI. The Limited Guarantor has concluded that it
will derive substantial benefit from such transactions.

         NOW, THEREFORE, for and in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Limited Guarantor agrees for the benefit of the Secured
Parties as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01 Certain Defined Terms. (a) As used in this Guaranty, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and the plural forms of the terms defined):

         "Applicable Law" means all provisions of statutes, rules, regulations
and orders of the United States, any state thereof or municipality therein, or
of any foreign governmental body, or of any regulatory agency, in each case,
applicable to the Person in question or any assets of such Person, and all
orders and decrees of all courts and arbitrators in proceedings or actions in
which the Person in question is a party or by which such Person or any asset of
such Person is bound.

         "Guaranteed Obligations" means all Secured Obligations as defined in
the Collateral Trust Agreement.

         "Mortgaged Real Property Assets" means those (i) parcels of real
property, owned or leased at such time directly or indirectly by any Grantor,
together with in each case, all buildings, improvements, appurtenant fixtures,
easements and other property and rights of any Grantor or any Subsidiary of a
Grantor incidental to the ownership or lease (as applicable) of such parcel of
real property or any of the foregoing and (ii) rights of way, easements and all
other similar rights granted to any of the Grantors (excluding leases) for the
right to use and/or have access to and through real property that are or should
be evidenced by instruments recorded in the appropriate real property records
office of each of the counties where such real property is located , in each
case, on which a Lien has been granted by the applicable Grantor to the
Collateral Trustee (for the benefit of the Secured Parties).

         "Person" means any natural person, corporation, division of a
corporation, partnership, limited liability partnership, limited liability
company, trust, joint venture, association, company, estate, unincorporated
organization or government or any agency or political subdivision thereof.

         "Post-Petition Interest" means interest accruing after the filing of
any petition in bankruptcy, or the commencement of any case, proceeding or
action relating to the bankruptcy, reorganization or

                                      -2-

<PAGE>

insolvency of RRI or any other Grantor under any Secured Debt Document (or
interest that would accrue but for the operation of applicable bankruptcy,
reorganization or insolvency laws), whether or not a claim for post-filing or
post-petition interest is allowed or allowable as a claim in any such case,
proceeding or action.

         "Termination Date" means the date on which (a) the Bank Credit
Termination Date (as defined in the Credit Agreement) shall have occurred and
(b) all of the Guaranteed Obligations shall have been indefeasibly paid in full
in cash.

         Section 1.02 Other Defined Terms. Other capitalized terms used herein,
but not defined herein, shall unless otherwise provided herein or the context
otherwise requires, have the respective meanings ascribed to such terms in the
Collateral Trust Agreement.

         Section 1.03 Miscellaneous. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Guaranty shall refer
to this Guaranty as a whole and not to any particular provision of this
Guaranty, and Article and Section references are to Articles and Sections of
this Guaranty, unless otherwise specified. The words "include," "includes," and
"including" shall be deemed to be followed by the phrase "without limitation."

                                   ARTICLE II

                                    GUARANTY

         Section 2.01 Guaranty.

         (a)      The Limited Guarantor unconditionally and irrevocably
guarantees to the Secured Parties the due and punctual payment by, and
performance of, the Guaranteed Obligations (including Post-Petition Interest).
The Limited Guarantor further agrees that the Guaranteed Obligations may be
increased, extended or renewed, in whole or in part, without notice or further
assent from it (except as may be otherwise required herein), and it will remain
bound upon this Guaranty notwithstanding any increase, extension or renewal of
any Guaranteed Obligation.

         (b)      The Limited Guarantor waives acceptance hereof, presentation
to, demand for payment from and protest to, as the case may be, any Grantor or
any other guarantor of any of the Guaranteed Obligations, and also waives notice
of protest for nonpayment, notice of acceleration, notice of intent to
accelerate and any other notice not expressly provided for herein. The
obligations of the Limited Guarantor hereunder shall not be released, discharged
or otherwise affected by (i) the failure of the Collateral Trustee, any
sub-agent thereof, any Representative, or any Secured Party (as appropriate) to
assert any claim or demand or to enforce any right or remedy against RRI, any
other Grantor or any other guarantor or obligor under the provisions of the
Secured Debt Documents or any other agreement or otherwise; (ii) any extension
or renewal of any provision hereof or thereof; (iii) the failure of any Secured
Party to obtain the consent of the Limited Guarantor with respect to any
rescission, waiver, compromise, acceleration, supplement, amendment or
modification of any of the terms or provisions of any Secured Debt Document or
any other agreement; (iv) the release, exchange, waiver, foreclosure,
impairment, non-perfection or invalidity of any security held by the Collateral
Trustee or any sub-agent thereof or any Secured Party, or any guarantee or other
liability of any third party, for the Guaranteed Obligations or any of them; (v)
the failure or inability of the Collateral Trustee, any sub-agent thereof, any
Representative, or any Secured Party (as appropriate)

                                      -3-

<PAGE>

to exercise any right or remedy against any other Grantor or any other guarantor
of the Guaranteed Obligations; (vi) the release or substitution of any Grantor
or guarantor; (vii) any change in the corporate existence, structure or
ownership of RRI, any Grantor or other guarantor or any obligor under the
Secured Debt Documents, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting any such Person or its respective assets, or any
resulting release or discharge of any obligation of any such Person contained in
any Secured Debt Document; (viii) the existence of any claim, set-off or other
rights which any Grantor may have at any time against RRI, any other Grantor,
any obligor under the Secured Debt Documents, the Collateral Trustee, any
Representative, any Secured Party or any other Person, whether or not arising in
connection herewith or any unrelated transaction (provided that nothing herein
shall prevent the assertion of any such claim by separate suit or compulsory
counterclaim); or (ix) any provision of Applicable Law or regulation purporting
to prohibit the payment by RRI or any other Grantor of any amount payable by it
under any Secured Debt Document.

         (c)      The Limited Guarantor further agrees that this Guaranty
constitutes a guaranty of performance and of payment when due, and not just of
collection, and waives any right to require that any resort be had by the
Collateral Trustee, any sub-agent thereof, any Representative, or any other
Secured Party (as appropriate) to any security held for payment of the
Guaranteed Obligations or to any balance of any deposit, account or credit on
the books of the Collateral Trustee, any sub-agent thereof, any Representative,
or any other Secured Party in favor of RRI or any other Grantor, or to any other
Person.

         (d)      The Limited Guarantor hereby expressly assumes all
responsibilities to remain informed of the financial condition of each of the
other Grantors and any other guarantors, any circumstances affecting the
Collateral or the Mortgaged Real Property Assets, and the ability of RRI and the
other Grantors to perform under the Secured Debt Documents.

         (e)      The Limited Guarantor's obligations under this Guaranty shall
not be released, discharged or otherwise affected by the genuineness, validity,
regularity or enforceability of the Guaranteed Obligations, any instrument
evidencing any Guaranteed Obligations, or by the existence, validity,
enforceability, perfection, or extent of any Lien on any Collateral or Mortgaged
Real Property Asset securing any Guaranteed Obligation or by any other
circumstance relating to the Guaranteed Obligations or otherwise which might
otherwise constitute a defense to this Guaranty. The Limited Guarantor
acknowledges that none of the Collateral Trustee, any sub-agent thereof, any
Representative, or any other Secured Party makes any representation or warranty
with respect to any such circumstances or have any duty or responsibility
whatsoever to the Limited Guarantor in respect to the management and maintenance
of the Guaranteed Obligations or any collateral security for the Guaranteed
Obligations.

         Section 2.02 No Impairment of Guaranty. The obligations of the Limited
Guarantor under this Guaranty shall not be subject to any reduction, limitation,
impairment or termination for any reason (except the indefeasible payment and
performance in full in cash of the applicable Guaranteed Obligations or the
release of this Guaranty pursuant to the terms of the Secured Debt Documents),
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense or set-off, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of any of the Guaranteed Obligations or otherwise. Without
limiting the generality of the foregoing, the obligations of the Limited
Guarantor hereunder shall not be discharged or impaired or otherwise affected by
the failure of the Collateral

                                      -4-

<PAGE>

Trustee, any sub-agent thereof, any Representative, or any other Secured Party
to assert any claim or demand or to enforce any right or remedy under this
Guaranty, any Secured Debt Document or any other agreement, by any waiver or
modification of any provision hereof or thereof, by any default, failure or
delay, willful or otherwise, in the performance of any of the Guaranteed
Obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
the Limited Guarantor or would otherwise operate as a discharge of the Limited
Guarantor as a matter of law, unless and until the Termination Date has
occurred.

         Section 2.03 Continuation and Reinstatement.

         (a)      The Limited Guarantor further agrees that this Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Guaranteed Obligations is rescinded
or must otherwise be restored or returned by any Secured Party upon the
bankruptcy or reorganization of RRI or any Grantor, or otherwise. In furtherance
of the provisions hereof, and not in limitation of any other right which any
Secured Party may have at law or in equity against RRI, any other Grantor or any
other Person by virtue hereof, upon failure of RRI or any other Grantor which is
a borrower under any Secured Debt Document to pay any Secured Obligation when
and as the same shall become due, whether at maturity, by acceleration, after
notice or otherwise, the Limited Guarantor hereby promises to and will, upon
receipt of written demand by the Collateral Trustee pursuant to an Act of
Secured Debtholders, forthwith pay or cause to be paid to the Collateral Trustee
for the benefit of the Secured Parties, in cash, an amount equal to the unpaid
amount of such Secured Obligation, subject to the limitations of Section 2.04,
including interest thereon at the rate provided in the applicable Secured Debt
Document (including any applicable default rate of interest). All payments made
hereunder shall be subject to distribution as provided in Section 2.06.

         (b)      Upon any payment as provided above, the applicable
Representative shall assign, without recourse and without representation or
warranty of any kind, such Secured Obligation, and the Collateral Trustee shall,
without recourse and without representation or warranty of any kind, to assign
all security interests, if any, then held by the Collateral Trustee, in respect
of such Secured Obligation, to the Limited Guarantor; such assignment to be
subordinate and junior to the rights of the Collateral Trustee or the Tranche A
Collateral Agent on behalf of the Secured Parties or the Lenders owed the
Adjusted Tranche A Obligations (as defined in the Citibank Intercreditor
Agreement), as applicable, with regard to amounts payable by RRI or any other
Grantor in connection with the remaining unpaid Secured Obligations (including
Post-Petition Interest) and to be pro tanto to the extent to which the Secured
Obligation in question was discharged by the Limited Guarantor.

         (c)      All rights of the Limited Guarantor against any Grantor which
is a borrower under any Secured Debt Document, arising as a result of the
payment by the Limited Guarantor of any sums to the a Representative for the
benefit of any Secured Parties hereunder, to the Tranche A Agent for the benefit
of the Tranche A Lenders (as defined in the Credit Agreement), or directly to
any Secured Party hereunder by way of right of subrogation or otherwise, shall
in all respects be subordinated and junior in right of payment to, and shall not
be exercised by, the Limited Guarantor until and unless, the occurrence of the
Termination Date. If any amount shall be paid to the Limited Guarantor for the
account of RRI or any other Grantor which is a borrower under any Secured Debt
Document, such amount shall be held in trust for the benefit of the Secured
Parties, segregated from

                                      -5-

<PAGE>

the Limited Guarantor's own assets, and shall forthwith be paid to the
Collateral Trustee on behalf of the applicable Secured Parties to be credited
and applied to the Guaranteed Obligations, whether matured or unmatured.

         Section 2.04 Limitation on Guaranteed Amount; Subordination.

         (a)      Notwithstanding any other provision of any Secured Debt
Document, the amount guaranteed by the Limited Guarantor hereunder shall be
limited to the extent, if any, required so that its obligations hereunder shall
not be subject to avoidance under Section 548 of the Bankruptcy Code or to being
set aside or annulled under any Applicable Law relating to fraud on creditors.
In determining the limitations, if any, on the amount of the Limited Guarantor's
obligations hereunder pursuant to the preceding sentence, it is the intention of
the Limited Guarantor and the beneficiaries hereof that any rights of
subrogation or contribution which the Limited Guarantor may have under any
agreement (including the Contribution Agreement dated of March 28, 2003, among
the Grantors, as amended) or Applicable Law shall be taken into account.

         (b)      Notwithstanding anything to the contrary contained in this
Guaranty (but subject to the terms and provisions of Section 2.04(a) above), the
total amount guaranteed by the Limited Guarantor hereunder shall be (i) limited
to an amount calculated as described in Schedule 2.04 hereto, and (ii)
subordinated to the extent described in Schedule 2.04(a) and Schedule 2.04(b)
hereto; provided, however, that the foregoing shall cease to apply to the
Limited Guarantor on the date on which the contractual obligation (or
replacement thereof to the extent permitted by the terms of the Secured Debt
Documents) that prohibited the Limited Guarantor from guaranteeing the
Guaranteed Obligations in full or prohibited it from guaranteeing the Guaranteed
Obligations on a non-subordinated basis, as applicable, shall no longer be in
effect.

         Section 2.05 Stay of Acceleration. If acceleration of the time for
payment of any amount payable by RRI or another Grantor under any Secured Debt
Document is stayed upon the insolvency, bankruptcy or reorganization of RRI or
such other Grantor, all such amounts otherwise subject to acceleration under the
terms of such Secured Debt Document shall nonetheless be payable by the Limited
Guarantor (unless it is the Grantor whose payment is so stayed) under this
Guaranty forthwith on demand by the Collateral Trustee pursuant to an Act of
Secured Debtholders.

         Section 2.06 Distribution of Payments. Any amounts received by the
Collateral Trustee hereunder shall be deposited in the Collateral Account and
shall, to the extent available for distribution, be distributed by the
Collateral Trustee in accordance with the provisions of Article V of the
Collateral Trust Agreement.

                                   ARTICLE III

                           REPRESENTATIONS, WARRANTIES

         Section 3.01 Representations and Warranties. The Limited Guarantor
hereby represents and warrants to the Secured Parties as follows:

                  (a)      The Limited Guarantor is duly organized or validly
formed and is validly existing under the laws of its jurisdiction of
incorporation or formation.

                                      -6-

<PAGE>

                  (b)      The execution, delivery and performance by the
Limited Guarantor of this Guaranty are within the Limited Guarantor's legal
powers and have been duly authorized by all necessary legal action of the
Limited Guarantor.

                  (c)      This Guaranty has been duly executed and delivered by
the Limited Guarantor and is the legal, valid and binding obligation of the
Limited Guarantor enforceable against the Limited Guarantor in accordance with
its terms, except as the enforceability hereof may be limited by the effect of
any applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally and by general principles of equity.

                                   ARTICLE IV

                                  MISCELLANEOUS

         Section 4.01 Notice. Any demand, notice, request, instruction,
correspondence or other document to be given hereunder by the Limited Guarantor
to the Collateral Trustee or any Secured Parties or by the Collateral Trustee or
any Secured Parties to the Limited Guarantor or any other Secured Parties shall
be in writing and delivered as provided in Section 9.03 of the Collateral Trust
Agreement.

         Section 4.02 Amendment or Waiver. No amendment, waiver, supplement or
other modification of any provision of this Guaranty shall be effective unless
the same shall be in writing and signed by the Limited Guarantor and consented
to in writing by the Collateral Trustee pursuant to an Act of Secured
Debtholders and then such amendment, waiver, supplement or other modification
shall be effective only in the specific instance and for the specific purpose
for which given.

         Section 4.03 Successors and Assigns. This Guaranty shall be binding
upon the Limited Guarantor and its successors and assigns, shall inure to the
benefit of each Secured Parties and their respective successors and permitted
assigns and transferees pursuant to the Secured Documents, and shall be
enforceable by the Secured Parties through their respective Representatives;
provided that the Limited Guarantor may not assign or transfer any of its rights
or obligations under this Guaranty without the prior written consent of the
Collateral Trustee pursuant to an Act of Secured Debtholders.

         Section 4.04 Severability. Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         Section 4.05 Governing Law. THIS GUARANTY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

         Section 4.06 Headings. Section, subsection, and other headings used in
this Guaranty are for convenience only, and shall not affect the construction of
this Guaranty.

         Section 4.07 Beneficiaries. All present and future Secured Parties are
express third party beneficiaries of this Guaranty. This Guaranty shall be
deemed accepted by each Secured Party and

                                      -7-

<PAGE>

its Representative on the date on which such Person becomes a Secured Party or
Representative, as applicable.

         IN WITNESS WHEREOF, the Limited Guarantor has caused its duly
authorized officer to execute and deliver this Guaranty as of the date first
above written.

                                 ORION POWER HOLDINGS, INC.

                                 By: /s/ William S. Waller, Jr.
                                    --------------------------------------
                                 Name:  William S. Waller, Jr.
                                 Title: Vice President and Treasurer

                                      -8-

<PAGE>

                                  SCHEDULE 2.04

                 LIMITATIONS APPLICABLE TO THE LIMITED GUARANTOR

Notwithstanding anything to the contrary contained in this Guaranty (but subject
to the terms and provisions of Section 2.04(a) and the provisions contained in
Section 2.04(b)), the amount guaranteed by the Limited Guarantor hereunder is
limited.

As required by the Indenture dated April 27, 2000 pursuant to which the Limited
Guarantor issued its 12% Senior Notes due 2010 ("Indenture"), the amount
guaranteed hereunder by the Limited Guarantor must meet each of the conditions
listed below.

1) The fixed charge ratio of 2:1 (calculated in accordance with Section 4.09 of
the Indenture) is satisfied for the Limited Guarantor's most recently ended four
full fiscal quarters, treating the amount guaranteed by the Orion Bank
Guarantors under the Credit Agreement and by the Limited Guarantor under the
Guaranty as indebtedness and giving effect to such Guaranty as if it had been
incurred at the beginning of such four quarter period, which amount is
calculated as of March 28, 2003, to be $1,154,594,000 as of December 31, 2002,
and

2) Either:

         a.       the guaranteed amount hereunder, collectively with the amount
                  guaranteed by the Orion Bank Guarantors, does not exceed 5% of
                  the Limited Guarantor's consolidated tangible assets
                  (collectively with the Limited Guarantor's investments in
                  Liberty Electric Power, LLC., and any other investments
                  relying upon the "permitted investment" exemption under the
                  Indenture), which consolidated tangible assets are calculated
                  as of March 28, 2003, to be $3,942,483,000 as of December 31,
                  2002 (5% of which is $197,124,000); or

         b.       (i) at the time the Limited Guarantor entered into the
                  Guaranty, and after giving pro forma effect thereto and to the
                  guaranties of the Orion Bank Guarantors, the Limited Guarantor
                  would have been permitted to incur at least $1.00 of
                  additional indebtedness (treating the Guaranty and the
                  guaranties of the Orion Bank Guarantors as indebtedness)
                  pursuant to the fixed charge ratio described above; and

                  (ii) the Guaranty, collectively with the guaranties of the
                  Orion Bank Guarantors, satisfies the restricted payment
                  ceiling test in Section 4.07 of the Indenture for the payment
                  of dividends (such restricted payment ceiling being,
                  generally, the sum of 50% of the aggregate consolidated net
                  income for the Limited Guarantor plus 100% of any
                  contributions to common equity from the sale of common stock),
                  which restricted payment ceiling is calculated as of March 28,
                  2003, to be $1,100,450,000 as of December 31, 2002.

Furthermore, because the Orion Bank Guarantors are separately guaranteeing the
Guaranteed Obligations, the amount guaranteed hereunder shall be reduced by any
amounts paid by the Orion Bank Guarantors pursuant to their guaranties of the
Guaranteed Obligations.

                                      -9-

<PAGE>

                                SCHEDULE 2.04(a)

         SUBORDINATION PROVISIONS RELATING TO ORION POWER HOLDINGS, INC.
                                    AS TO THE
               OPMW CREDIT AGREEMENT AND THE OPNY CREDIT AGREEMENT

         Reference is made to the AMENDED AND RESTATED GUARANTY AGREEMENT (as
the same may be amended, supplemented, or otherwise modified from time to time,
the "Guaranty") dated as of July 1, 2003, made by Orion Power Holdings, Inc., a
Delaware corporation ("OPH"), in favor of the Secured Parties, as defined in the
Collateral Trust Agreement dated as of even date therewith (as the same may be
amended, supplemented, or otherwise modified from time to time, the "Collateral
Trust Agreement"), among Reliant Resources, Inc. ("RRI"), the subsidiaries of
RRI parties thereto, including OPH, and Wachovia Bank, National Association, in
its capacity as collateral trustee (together with its successors in such
capacity the "Collateral Trustee") for the Secured Parties.

         The amounts guaranteed by OPH under the Guaranty are subordinated to
the extent hereinafter set forth in this Schedule 2.04(a). The Subordinated
Creditors (as defined below), by their acceptance of the execution and delivery
by OPH of the Guaranty, and the Lead Arrangers and Senior Creditors (as defined
below), by their acceptance of the benefits of this Schedule 2.04(a), each
agrees to be bound hereby.

         SECTION 1. Definitions.

                  1.01. Definition of Certain Terms Used Herein. As used herein,
the following terms shall have the following meanings:

         "Commitments" means and includes the "Commitments" under and as such
term is defined as of the date hereof in the OPMW Credit Agreement and the
"Commitments" under and as such term is defined as of the date hereof in the
OPNY Credit Agreement.

         "Credit Party" means and includes a "Credit Party" under and as such
term is defined as of the date hereof in the OPMW Credit Agreement and a "Credit
Party" under and as such term is defined as of the date hereof in the OPNY
Credit Agreement, in each case, other than OPH.

         "Obligations" means the "Obligations" under and as defined as of the
date hereof in the OPMW Credit Agreement and the "Obligations" under and as
defined as of the date hereof in the OPNY Credit Agreement other than, and the
term "Obligations" hereunder shall not include, loans made after the date hereof
except pursuant to the Commitments in effect on the date hereof or advanced by
any one or more Senior Creditors under a Senior Credit Agreement (or related
collateral documents) in order to preserve Collateral (as such term is defined
as of the date hereof in the Senior Credit Agreements).

         "OPH Lead Arrangers" means Banc of America Securities LLC and BNP
Paribas, as lead arrangers under the Senior Credit Agreements, and their
successors or assigns as such lead arrangers.

         "OPMW Credit Agreement" means the Second Amended and Restated Credit
Agreement, dated as of October 28, 2002, among Orion Power MidWest, L.P., as
borrower, Bank of America,

                                      -10-

<PAGE>

N.A., as administrative agent, Banc of America Securities LLC and BNP Paribas,
as Lead Arrangers, the issuing bank, BNP Paribas, as syndication agent, The Bank
of Nova Scotia, Mizuho Corporate Bank, Ltd. and Bayerische Hypo-Und Vereinsbank
AG, New York Branch, as documentation agents and the lenders named on the
signature page thereto, as such agreement may be amended, amended and restated,
modified, renewed, refunded, replaced or refinanced from time to time in any
manner that does not increase the principal amount of Senior Indebtedness.

         "OPNY Credit Agreement" means the Amended and Restated Credit
Agreement, dated as of October 28, 2002, among Orion Power New York, L.P., as
borrower, Bank of America, N.A., as administrative agent, Banc of America
Subordinated Indebtedness LLC and BNP Paribas, as Lead Arrangers and joint book
runners, the issuing bank, BNP Paribas, as syndication agent, Union Bank of
California, N.A., CoBank, ACB and Deutsche Bank AG New York and/or Cayman Island
Branch, as documentation agents and the lenders named on the signature pages
thereto, as such agreement may be amended, amended and restated, modified,
renewed, refunded, replaced or refinanced from time to time in any manner that
does not increase the principal amount of Senior Indebtedness.

         "OPH Pledge Agreement" means the Membership Interest Pledge Agreement,
dated as of October 28, 2002, between OPH and Bank of America, N.A., as such
agreement may be amended, amended and restated, modified, renewed, refunded,
replaced or refinanced from time to time in any manner that does not increase
the principal amount of Senior Indebtedness.

         "Senior Credit Agreements" means the OPMW Credit Agreement and the OPNY
Credit Agreement.

         "Senior Creditors" means the "Secured Parties" as defined as of the
date hereof in the Senior Credit Agreements and their respective successors and
assigns.

         "Senior Indebtedness" means all present and future Obligations.

         "Subordinated Creditors" means each of the "Secured Parties" as defined
as of the date hereof in the Collateral Trust Agreement, and their respective
successors and assigns.

         "Subordinated Indebtedness" means all present and future obligations,
liabilities and indebtedness of OPH to the Subordinated Creditors pursuant to
the Guaranty.

         SECTION 2. Subordination. OPH and each Subordinated Creditor, for the
benefit of the OPH Lead Arrangers and the Senior Creditors, agrees as follows:

                  2.01. Agreement to Subordinate. The Subordinated Indebtedness
is subordinated in right of payment, to the extent and in the manner provided in
this Section 2, to the Senior Indebtedness, and that such subordination is for
the benefit of and enforceable by the OPH Lead Arrangers for the benefit of the
Senior Creditors.

                  2.02. Liquidation, Dissolution, Bankruptcy. Upon any payment
or distribution of the assets of OPH to creditors upon a total or partial
liquidation or a total or partial dissolution of OPH or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to OPH
or its properties: (1) the Senior Creditors shall be entitled to receive payment
in full of all Senior Indebtedness before the Subordinated Creditors shall be
entitled to receive any payment of

                                      -11-

<PAGE>

principal of or interest on or other amounts with respect to the Subordinated
Indebtedness; and (2) until all Senior Indebtedness is paid in full, any
distribution to which the Subordinated Creditors would be entitled but for this
Section 2 shall be made to the OPH Lead Arrangers for the benefit of the Senior
Creditors as their interests may appear.

                  2.03. Default on Senior Indebtedness. If a default in payment
of any Senior Indebtedness occurs, and the Collateral Trustee has received
written notice from the OPH Lead Arrangers of (i) the occurrence and existence
of such payment default and (ii) the dollar amount of Senior Indebtedness
outstanding at such time, OPH may not pay any amounts with respect to the
Subordinated Indebtedness unless theretofore or concurrently therewith, the OPH
Lead Arrangers, for the benefit of the Senior Creditors, shall have received
payment in full, from OPH or from another Person for OPH's account, of such
dollar amount of outstanding Senior Indebtedness.

                  2.04. When Distributions Must Be Paid Over. In the event that
the Collateral Trustee or any Subordinated Creditor receives any payment of any
Subordinated Indebtedness at a time when such payment is required by this
Section 2 to be paid first to the OPH Lead Arrangers for the benefit of the
Senior Creditors, such payment shall be held by the Collateral Trustee or such
Subordinated Creditor, in trust for the benefit of, and shall be paid forthwith
over and delivered, upon proper written request, to the OPH Lead Arrangers, for
the benefit of the Senior Creditors, as their respective interests may appear,
for application to the payment of all Senior Indebtedness remaining unpaid and
required by this Section 2 to be paid before payment of Subordinated
Indebtedness, to the extent necessary to pay such amount of Senior Indebtedness
in full in accordance with its terms after giving effect to any concurrent
payment or distribution to or for the Senior Creditors.

                  2.05. Subrogation. After all Senior Indebtedness is paid in
full and until the Subordinated Indebtedness is paid in full, the Subordinated
Creditors shall be subrogated to the rights of the OPH Lead Arrangers for the
benefit of the Senior Creditors to receive distributions applicable to Senior
Indebtedness to the extent that distributions otherwise payable to the
Subordinated Creditors have been applied to payment of Senior Indebtedness. A
distribution made under this Section 2 to the OPH Lead Arrangers for the benefit
of the Senior Creditors which otherwise would have been made to the Subordinated
Creditors is not, as between OPH and the Subordinated Creditors, a payment by
OPH on Senior Indebtedness.

                  2.06. Substantive Consolidation In the event that in any
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to OPH or its properties, there shall occur a substantive consolidation
of OPH and any Credit Party (whether or not RRI is also substantively
consolidated in any such proceeding), neither the Collateral Trustee nor any
Secured Party shall have or assert any claim in respect of the "Guaranteed
Obligations" (as defined in the Guaranty) against any assets of any Credit Party
until the earlier of (i) such time as the Senior Indebtedness shall have been
paid in full or (ii) until such time as the Senior Creditors shall have received
an amount equal to the guaranty amount calculated for OPH under Schedule 2.04
(as in effect on the date hereof) to the Guaranty in respect of the Senior
Indebtedness in any such proceeding.

                  2.07. Reliance The OPH Lead Arrangers, in executing and
delivering a letter indicating confirmation of the compliance of the
Subordinated Indebtedness with certain of the terms of Section 7.16 of the OPMW
Credit Agreement and Section 7.17 of the OPNY Credit Agreement, are relying on
the terms and conditions of the subordination provisions contained herein.

                                      -12-

<PAGE>

                  2.08. Collateral Trustee Not Fiduciary for Senior Creditors.
The Collateral Trustee shall not be deemed to owe any fiduciary duty to the OPH
Lead Arrangers or the Senior Creditors and shall not be liable to the OPH Lead
Arrangers or any Senior Creditor if it shall mistakenly pay over or distribute
to the Subordinated Creditors, OPH, or any other Person, money or assets to
which OPH Lead Arrangers or any Senior Creditor shall be entitled by virtue of
this Section 2 or otherwise, except if such payment was made as a result of the
willful misconduct or gross negligence of the Collateral Trustee.

         SECTION 3. Further Assurances. The Collateral Trustee and the Lead
Arrangers, at any time and from time to time upon the written request of the
other, will promptly execute and deliver such further instruments and documents
and take such further actions as the other may reasonably request for the
purposes of obtaining or preserving the full benefits of this Schedule 2.04(a)
and of the rights, priorities and powers herein granted.

         SECTION 4. Relative Rights. This Schedule 2.04(a) defines the relative
rights of the Subordinated Creditors and the Senior Creditors, who are express
third-party beneficiaries hereof. Nothing in this Schedule 2.04(a) shall: (1)
impair, as between OPH and the Subordinated Creditors, the obligation of OPH,
which is absolute and unconditional, to pay amounts owing in respect of the
Subordinated Indebtedness in accordance with its terms; or (2) prevent the
Collateral Trustee or any Subordinated Creditor (or any agent or trustee
thereof) from exercising its available remedies upon an actionable default,
subject to the rights of the Senior Creditors to receive distributions otherwise
payable to the Subordinated Creditors. No other Person shall have any right,
benefit or other interest under this Schedule 2.04(a).

         SECTION 5. Miscellaneous.

                  5.01. Notices. All notices and other communications provided
for herein shall be in writing and shall be delivered by hand, overnight
courier, certified or registered mail or sent by facsimile addressed as follows:

         If to the Collateral Trustee, to it at:

                  Wachovia Bank, National Association
                  5847 San Felipe, Suite 1050
                  Houston, Texas 77057

                  Attention: Corporate Trust Department
                  Facsimile No.: (713) 278-4329

         If to the Lead Arrangers, to them at their respective address
         for notice set forth in Annex II to the Senior Credit
         Agreements.

                                      -13-

<PAGE>

         If to OPH, to it at:

                  Orion Power Holdings, Inc.
                  1111 Louisiana
                  Houston, Texas 77002

                  Attention: Rex Clevenger
                             Senior Vice President
                  Facsimile No.: (713) 497-0988

         with a courtesy copy to:

                  Reliant Resources, Inc.
                  1111 Louisiana
                  Houston, Texas 77002

                  Attention: General Counsel
                  Facsimile No.: (713) 497-0116

or such other address as such Person may from time to time designate by giving
written notice to the other Persons hereunder. Any failure of any Person giving
notice pursuant to this Section 5.01 to provide a courtesy copy to another
Person as provided herein shall not affect the validity of such notice. All
notices and other communications given to any Person hereto in accordance with
the provisions of this Section 5.01 shall be deemed to have been given (x) on
the fifth Business Day after the date when sent, postage prepaid, return receipt
requested, if by certified or registered mail, (y) when delivered, if delivered
by hand or overnight courier service, or (z) when receipt is acknowledged, if by
facsimile, in each case addressed to such party as provided in this Section 5.01
or in accordance with the latest unrevoked written direction from such Person.

                  5.02. GOVERNING LAW. THIS SCHEDULE 2.04(A) SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  5.03. WAIVER OF JURY TRIAL. OPH, THE COLLATERAL TRUSTEE, THE
SUBORDINATED CREDITORS, THE OPH LEAD ARRANGERS, THE LEAD ARRANGERS AND THE
SENIOR CREDITORS EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO
ANY ACTION OR CLAIM ARISING OUT OF ANY LITIGATION OR DISPUTE DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SCHEDULE 2.04(A),
ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR
OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, OPH, THE COLLATERAL TRUSTEE, THE OPH
LEAD ARRANGERS, THE SUBORDINATED CREDITORS, THE LEAD ARRANGERS AND THE SENIOR
CREDITORS EACH HEREBY WAIVES ANY RIGHT WHICH IT MAY HAVE TO CLAIM OR RECOVER IN
ANY LITIGATION OR DISPUTE REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES.

                  5.04. Headings. The headings of each Section of this Schedule
2.04(a) are for convenience only and shall not define or limit the provisions
thereof.

                                      -14-

<PAGE>

                  5.05. Severability. In the event any one or more of the
provisions contained in this Schedule 2.04(a) should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction).

                  5.06. No Amendments. Neither this Schedule 2.04(a) nor any
provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by each of OPH, the Collateral
Trustee and the Lead Arrangers.

                  5.07. No Impairment of Sponsor Indebtedness. Notwithstanding
anything to the contrary that may be set forth in the Guaranty or this Schedule
2.04(a), nothing in the Guaranty or this Schedule 2.04(a) is intended to, or
shall, in any way limit or restrict the Lenders (as that term is defined in the
Senior Credit Agreements) in exercising their rights and remedies under the
Senior Credit Agreements and under the other Financing Documents (as that term
is defined in the Senior Credit Agreements).

                                      -15-

<PAGE>

                                SCHEDULE 2.04(b)

         SUBORDINATION PROVISIONS RELATING TO ORION POWER HOLDINGS, INC.
                                       AND
                                  OPH INDENTURE

         Reference is made to the AMENDED AND RESTATED GUARANTY AGREEMENT (as
the same may be amended, supplemented, or otherwise modified from time to time,
the "Guaranty") dated as of July 1, 2003, made by Orion Power Holdings, Inc., a
Delaware corporation ("OPH"), in favor of the Secured Parties, as defined in the
Collateral Trust Agreement dated as of even date therewith (as the same may be
amended, supplemented, or otherwise modified from time to time, the "Collateral
Trust Agreement"), among Reliant Resources, Inc. ("RRI"), the subsidiaries of
RRI parties thereto, including OPH, and Wachovia Bank, National Association, in
its capacity as collateral trustee (together with its successors in such
capacity the "Collateral Trustee") for the Secured Parties. Reference is also
made to Schedule 2.04(a) to the Guaranty (as the same may be amended, amended
and restated, modified, or replaced from time to time, "Schedule 2.04(a)").

         The amounts guaranteed by OPH under the Guaranty have been subordinated
to the "Obligations" (as such term is defined in Schedule 2.04(a), such
Obligations, as defined therein, the "Project Obligations") to the extent set
forth in Schedule 2.04(a).

         The Project Obligations are secured by a lien on assets of OPH pursuant
to the OPH Pledge Agreement (as defined below), and consequently, for so long as
the Project Obligations are secured by such assets of OPH, or any other property
of OPH, the Project Obligations constitute "Indebtedness" (as defined in the
Indenture defined below) of OPH.

         Section 4.09 of the Indenture provides that OPH shall not incur
Indebtedness that is contractually subordinated to other Indebtedness of OPH
unless such Indebtedness is also contractually subordinated in right of payment
to the Notes pursuant to terms no less favorable to the Holders of the Notes (as
such terms are defined below).

         OPH, having entered into the Guaranty and having subordinated the
Indebtedness thereunder to the Project Obligations is, as contemplated by
Section 4.09 of the Indenture, providing this subordination for the benefit of
the Holders of the Notes.

         The Subordinated Creditors (as defined below), by their acceptance of
the benefits of the Guaranty, and the Trustee and the Holders (as defined
below), by their acceptance of the benefits of this Schedule 2.04(b), each
agrees to be bound hereby.

         SECTION 1. Definitions.

              1.01.     Definition of Certain Terms Used Herein. As used herein,
the following terms shall have the following meanings:

         "Holder" has the meaning assigned to such term in the Indenture.

         "Indebtedness" has the meaning assigned to such term in the Indenture
as in effect on the date hereof.

                                      -16-

<PAGE>

         "Indenture" means the Indenture dated as of April 27, 2000, between OPH
and the Trustee, together with any amendments or supplements thereto that do not
increase the principal outstanding amount of the Obligations under the Notes or
such Indenture.

         "Obligations" has the meaning assigned to such term in the Indenture.

         "Notes" means the 12% Senior Notes due 2010 issued by OPH pursuant to
the Indenture.

         "OPH Pledge Agreement" has the meaning assigned to such term in
Schedule 2.04(a).

         "Senior Bank Indebtedness" means the "Senior Indebtedness" as that term
is defined in Schedule 2.04(a).

         "Senior Indebtedness" means all present and future Obligations of OPH
to the Holders under the Notes outstanding on the date hereof and under any
replacement Notes issued pursuant to Section 2.07 of the Indenture.

         "Subordinated Creditors" means each of the Secured Parties, and their
successors and assigns.

         "Subordinated Indebtedness" means all present and future obligations,
liabilities and indebtedness of OPH to the Subordinated Creditors pursuant to
the Guaranty.

         "Trustee" means Wilmington Trust Company, as indenture trustee for the
Holders, and its successors or assigns as such indenture trustee.

         SECTION 2. Subordination. OPH and each Subordinated Creditor agrees as
follows:

                  2.01. Agreement to Subordinate. OPH and each Subordinated
Creditor agrees that so long as the Senior Bank Indebtedness constitutes
"Indebtedness of the Company" within the meaning of Section 4.09 of the
Indenture (as in effect on the date hereof), the Subordinated Indebtedness is
subordinated in right of payment, to the extent and in the manner provided in
this Section 2, to the Senior Indebtedness, and that such subordination is for
the benefit of and enforceable by the Trustee for the benefit of the Holders.

                  2.02. Liquidation, Dissolution, Bankruptcy. Upon any payment
or distribution of the assets of OPH to creditors upon a total or partial
liquidation or a total or partial dissolution of OPH or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to OPH
or its properties: (1) the Holders shall be entitled to receive payment in full
of all Senior Indebtedness before the Subordinated Creditors shall be entitled
to receive any payment of principal of or interest on or other amounts with
respect to the Subordinated Indebtedness; and (2) until all Senior Indebtedness
is paid in full, any distribution to which the Subordinated Creditors would be
entitled but for this Section 2 shall be made to the Trustee for the benefit of
the Holders as their interests may appear.

                  2.03. Default on Senior Indebtedness. If a default in payment
of any Senior Indebtedness occurs, and the Collateral Trustee has received
written notice from the Trustee of (i) the occurrence and existence of such
payment default and (ii) the dollar amount of Senior

                                      -17-

<PAGE>

Indebtedness outstanding at such time, OPH may not pay any amounts with respect
to the Subordinated Indebtedness unless theretofore or concurrently therewith,
the Trustee, for the benefit of the Holders, shall have received payment in
full, from OPH or from another Person for OPH's account, of a dollar amount of
Senior Indebtedness equal to the dollar amount of Senior Indebtedness
outstanding at such time.

                  2.04. When Distributions Must Be Paid Over. In the event that
the Collateral Trustee or any Subordinated Creditor receives any payment of any
Subordinated Indebtedness at a time when such payment is required by this
Section 2 to be paid first to the Trustee for the benefit of the Holders, such
payment shall be held by the Collateral Trustee or such Subordinated Creditor,
in trust for the benefit of, and shall be paid forthwith over and delivered,
upon proper written request, to the Trustee, for the benefit of the Holders, as
their respective interests may appear, for application to the payment of all
Senior Indebtedness remaining unpaid and required by this Section 2 to be paid
before payment of Subordinated Indebtedness, to the extent necessary to pay such
amount of Senior Indebtedness in full in accordance with its terms after giving
effect to any concurrent payment or distribution to or for the Holders.

                  2.05. Subrogation. After all Senior Indebtedness that is
required by this Section 2 to be paid before Subordinated Indebtedness may be
paid is paid in full and until the Subordinated Indebtedness is paid in full,
the Subordinated Creditors shall be subrogated to the rights of the Holders to
receive distributions applicable to Senior Indebtedness to the extent that
distributions otherwise payable to the Subordinated Creditors have been applied
to payment of Senior Indebtedness. A distribution made under this Section 2 to
the Trustee, for the benefit of the Holders, which otherwise would have been
made to the Subordinated Creditors is not, as between OPH and the Subordinated
Creditors, a payment by OPH on Senior Indebtedness.

                  2.06. Collateral Trustee Not Fiduciary for Holders. The
Collateral Trustee shall not be deemed to owe any fiduciary duty to the Trustee
or the Holders and shall not be liable to the Trustee or any Holder if it shall
mistakenly pay over or distribute to the Subordinated Creditors, OPH, or any
other Person, money or assets to which the Trustee or any Holder shall be
entitled by virtue of this Section 2 or otherwise, except if such payment was
made as a result of the willful misconduct or gross negligence of the Collateral
Trustee.

         SECTION 3. Further Assurances. The Collateral Trustee and the Trustee,
at any time and from tune to time upon the written request of the other, will
promptly execute and deliver such further instruments and documents and take
such further actions as the other may reasonably request for the purposes of
obtaining or preserving the full benefits of this Schedule 2.04(b) and of the
rights, priorities and powers herein granted.

         SECTION 4. Relative Rights. This Schedule 2.04(b) defines the relative
rights of the Subordinated Creditors and the Holders, who are express
third-party beneficiaries hereof. Nothing in this Schedule 2.04(b) shall: (1)
impair, as between OPH and the Subordinated Creditors, the obligation of OPH,
which is absolute and unconditional, to pay amounts owing in respect of the
Subordinated Indebtedness in accordance with its terms; or (2) prevent the
Collateral Trustee or any Subordinated Creditor (or any agent or trustee
thereof) from exercising its available remedies upon an actionable default,
subject to the rights of the Trustee, for the benefit of the Holders, to receive
distributions otherwise payable to the Subordinated Creditors. No other Person
shall have any right, benefit or other interest under this Schedule 2.04(b).

                                      -18-

<PAGE>

         SECTION 5. Miscellaneous.

                  5.01. Notices. All notices and other communications provided
for herein shall be in writing and shall be delivered by hand, overnight
courier, certified or registered mail or sent by facsimile addressed as follows:

         If to the Collateral Trustee, to it at:

                  Wachovia Bank, National Association
                  5847 San Felipe, Suite 1050
                  Houston, Texas 77057

                  Attention: Corporate Trust Department
                  Facsimile No.: (713) 278-4329

         If to the Trustee, to it at its address for notice set forth in Section
         11.02 of the Indenture.

         If to OPH, to it at:

                  Orion Power Holdings, Inc.
                  1111 Louisiana
                  Houston, Texas 77002

                  Attention: Rex Clevenger
                             Senior Vice President
                  Facsimile No.: (713) 497-0988

         with a courtesy copy to:

                  Reliant Resources, Inc.
                  1111 Louisiana
                  Houston, Texas 77002

                  Attention: General Counsel
                  Facsimile No.: (713) 497-0116

or such other address as such Person may from time to time designate by giving
written notice to the other Persons hereunder. Any failure of any Person giving
notice pursuant to this Section 5.01 to provide a courtesy copy to another
Person as provided herein shall not affect the validity of such notice. All
notices and other communications given to any Person hereto in accordance with
the provisions of this Section 5.01 shall be deemed to have been given (x) on
the fifth Business Day after the date when sent, postage prepaid, return receipt
requested, if by certified or registered mail, (y) when delivered, if delivered
by hand or overnight courier service, or (z) when receipt is acknowledged, if by
facsimile, in each case addressed to such party as provided in this Section 5.01
or in accordance with the latest unrevoked written direction from such Person.

                  5.02. GOVERNING LAW. THIS SCHEDULE 2.04(B) SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                      -19-

<PAGE>

                  5.03. WAIVER OF JURY TRIAL. OPH, THE COLLATERAL TRUSTEE, THE
SUBORDINATED CREDITORS, THE TRUSTEE AND THE HOLDERS EACH HEREBY WAIVES ITS RIGHT
TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
LITIGATION OR DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS SCHEDULE 2.04(B), ANY RIGHTS OR OBLIGATIONS HEREUNDER OR
THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW,
OPH, THE COLLATERAL TRUSTEE, THE SUBORDINATED CREDITORS, THE TRUSTEE AND THE
HOLDERS EACH HEREBY WAIVES ANY RIGHT WHICH IT MAY HAVE TO CLAIM OR RECOVER IN
ANY LITIGATION OR DISPUTE REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES.

                  5.04. Headings. The headings of each Section of this Schedule
2.04(b) are for convenience only and shall not define or limit the provisions
thereof.

                  5.05. Severability. In the event any one or more of the
provisions contained in this Schedule 2.04(b) should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction).

                  5.06. Termination. The terms and provisions of this Schedule
2.04(b) shall terminate and no longer be of any force or effect from and after
the date, if any, that the Senior Bank Indebtedness ceases to be "Indebtedness
of the Company" within the meaning of Section 4.09 of the Indenture (as in
effect on the date hereof).

                  5.07. Amendments. This Schedule 2.04(b) and any provision
hereof may be waived, rescinded, amended or modified by an agreement or
agreements in writing entered into solely by OPH and the Collateral Trustee.

                                      -20-