<PAGE>   1
                                                                 Exhibit 4.4a








                 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC

                                       and

                             BANKERS TRUST COMPANY,
                             as Pass Through Trustee

                                   ----------

                         PASS THROUGH TRUST AGREEMENT A

                           Dated as of August 24, 2000

                                   ----------



                                  $210,000,000



   Reliant Energy Mid-Atlantic Power Holdings, LLC-Series A Pass Through Trust

               8.554% Series A Pass Through Certificates Due 2005



<PAGE>   2

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----


<S>                                                                                                   <C>
ARTICLE I DEFINITIONS ...................................................................................3

     Section 1.1.     Definitions........................................................................3
     Section 1.2.     Compliance Certificates and Opinions..............................................12
     Section 1.3.     Form of Documents Delivered to Pass Through Trustee...............................13
     Section 1.4.     Acts of Holders...................................................................13

ARTICLE II ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES...............................14

     Section 2.1.     (a)  Issuance of Certificates; Acquisition of Lessor Notes........................14
                      (b)  Company's Assumption of Lessor Notes.........................................15
                      (c)  Authentication...............................................................15
     Section 2.2.     Acceptance by Pass Through Trustee................................................15
     Section 2.3.     Limitation of Powers..............................................................15

ARTICLE III THE CERTIFICATES............................................................................16

     Section 3.1.     Form, Denomination and Execution of Certificates..................................16
     Section 3.2.     Authentication of Certificates....................................................17
     Section 3.3.     Temporary Certificates............................................................17
     Section 3.4.     Registration of Exchange and Transfer of Certificates.............................17
     Section 3.5.     Mutilated, Destroyed Lost or Stolen Certificates..................................19
     Section 3.6.     Persons Deemed Owners.............................................................20
     Section 3.7.     Cancellation......................................................................20
     Section 3.8.     Limitation of Liability for Payments..............................................20
     Section 3.9.     Book-Entry and Definitive Certificates............................................20
     Section 3.10.    Form of Certification.............................................................24

ARTICLE IV DISTRIBUTIONS; STATEMENTS TO  CERTIFICATEHOLDERS.............................................24

     Section 4.1.     Certificate Account and Special Payments Account..................................24
     Section 4.2.     Distributions from Certificate Account and Special Payments Account...............25
     Section 4.3.     Statements to Certificateholders..................................................26
     Section 4.4.     Investment of Special Payment Moneys..............................................27

ARTICLE V THE COMPANY...................................................................................27

     Section 5.1.     Reports...........................................................................27
     Section 5.2.     Representations and Warranties....................................................27

ARTICLE VI DEFAULT......................................................................................28

     Section 6.1.     Events of Default.................................................................28
     Section 6.2.     Incidents of Sale of Lessor Notes.................................................28
</TABLE>



                                       i
<PAGE>   3

<TABLE>
<S>                   <C>                                                                             <C>
     Section 6.3.     Judicial Proceedings, Instituted by Pass Through Trustee..........................29
     Section 6.4.     Control by Certificateholders.....................................................30
     Section 6.5.     Waiver of Defaults................................................................31
     Section 6.6.     Undertaking to Pay Court Costs....................................................31
     Section 6.7.     Right of Certificateholders to Receive Payments Not to Be Impaired................32
     Section 6.8.     Certificateholders May Not Bring Suit Except Under Certain Conditions.............32
     Section 6.9.     Remedies Cumulative...............................................................33

ARTICLE VII THE PASS THROUGH TRUSTEE....................................................................33

     Section 7.1.     Certain Duties and Responsibilities...............................................33
     Section 7.2.     Representations and Warranties; Notice of Defaults................................34
     Section 7.3.     Certain Rights of Pass Through Trustee............................................34
     Section 7.4.     No Responsible for Recitals: Issuance of Certificates.............................36
     Section 7.5.     May Hold Certificates.............................................................36
     Section 7.6.     Money Held in Pass Through Trust..................................................36
     Section 7.7.     Compensation Reimbursement and Indemnification....................................36
     Section 7.8.     Corporate Trustee Required; Eligibility...........................................37
     Section 7.9.     Resignation and Removal: Appointment of Successor.................................37
     Section 7.10.    Acceptance of Appointment by Successor............................................39
     Section 7.11.    Merger, Conversion, Consolidation or Succession to Business.......................40
     Section 7.12.    Maintenance of Agencies...........................................................40
     Section 7.13.    Money for Certificate Payments to Be Held in Trust................................41
     Section 7.14.    Registration of Lessor Notes in Pass Through Trustee's Name.......................42
     Section 7.15.    Withholding Taxes; Information Reporting..........................................42
     Section 7.16.    Pass Through Trustee's Liens......................................................43

ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS......................................................43

     Section 8.1.     The Company to Furnish Pass Through Trustee with Names and Addresses of
                      Certificateholders................................................................43
     Section 8.2.     Preservation of Information.......................................................43
     Section 8.3.     Records by the Company............................................................43
     Section 8.4.     Reports by the Pass Through Trustee...............................................44

ARTICLE IX SUPPLEMENTAL TRUST AGREEMENTS................................................................44

     Section 9.1.     Supplemental Trust Agreement Without Consent of Certificateholders................44
     Section 9.2.     Supplemental Trust Agreements with Consent of Certificateholders..................45
     Section 9.3.     Documents Affecting Immunity or Indemnity.........................................46
     Section 9.4.     Execution of Supplemental Trust Agreements........................................46
     Section 9.5.     Effect of Supplemental Trust Agreements...........................................46
     Section 9.6.     Reference in Certificates to Supplemental Trust Agreements........................46
</TABLE>



                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                                  <C>
ARTICLE X AMENDMENTS TO LEASE INDENTURES  AND OTHER LESSOR NOTE DOCUMENTS...............................47

     Section 10.1.    Amendments and Supplements to Lease Indenture and Other Lessor Note Documents.....47

ARTICLE XI TERMINATION OF PASS THROUGH TRUST............................................................47

     Section 11.1.    Termination of the Pass Through Trust.............................................47

ARTICLE XII MISCELLANEOUS PROVISIONS....................................................................49

     Section 12.1.    Limitation on Rights of Certificateholders........................................49
     Section 12.2.    Certificates Nonassessable and Fully Paid.........................................49
     Section 12.3.    Notices...........................................................................49
     Section 12.4.    Governing Law.....................................................................49
     Section 12.5.    Severability of Provisions........................................................49
     Section 12.6.    Effect of Headings and Table of Contents..........................................50
     Section 12.7.    Successors and Assigns............................................................50
     Section 12.8.    Benefits of Pass Through Trust Agreement..........................................50
     Section 12.9.    Legal Holidays....................................................................50
     Section 12.10.   Counterparts......................................................................50
</TABLE>


EXHIBITS

Exhibit A    -   Form of Certificate
Exhibit B    -   Form of Pass Through Trustee's Certificate of Authentication
Exhibit C    -   Form of Exchange and Transfer Certificate
Exhibit D    -   Form of Purchase Letter for Institutional Accredited Investors



                                      iii
<PAGE>   5

                  PASS THROUGH TRUST AGREEMENT A (as the same may be amended,
supplemented or otherwise modified from time to time, this "Pass Through Trust
Agreement"), dated as of August 24, 2000, with respect to the formation of the
Reliant Energy Mid-Atlantic Power Holdings, LLC-Series A Pass Through Trust,
between Reliant Energy Mid-Atlantic Power Holdings, LLC, a Delaware limited
liability company (together with its successors and permitted assigns, the
"Company"), and Bankers Trust Company, a New York banking corporation ("Bankers
Trust"), as Pass Through Trustee.

                                   WITNESSETH:

                  WHEREAS, the Company is a party to a Participation Agreement,
dated as of the date hereof (as the same may be amended, supplemented or
otherwise modified from time to time, the "Conemaugh Participation Agreement"),
among the Company, Conemaugh Lessor Genco LLC, a Delaware limited liability
company (together with its successors and permitted assigns, "Conemaugh"),
Wilmington Trust Company, a banking corporation organized and existing under the
laws of the State of Delaware ("Wilmington Trust"), not in its individual
capacity, except as expressly provided therein, but solely as manager under the
LLC Agreement of Conemaugh, PSEGR Conemaugh Generation, LLC, a Delaware limited
liability company (together with its successors and permitted assigns, the
"Conemaugh Owner Participant"), Bankers Trust, not in its individual capacity,
except as expressly provided therein, but solely as trustee under the applicable
Lease Indenture (as hereinafter defined) and Bankers Trust, not in its
individual capacity, except as expressly provided therein, but solely as trustee
under each of the Pass Through Trust Agreements, pursuant to which Conemaugh is
acquiring the Facility Interest (as defined in the Conemaugh Participation
Agreement) and leasing such Facility Interest to the Company (such transactions
and the other transactions contemplated in the Conemaugh Participation
Agreement, the "Conemaugh Lease Transactions");

                  WHEREAS, the Company is a party to a Participation Agreement,
dated as of the date hereof (as the same may be amended, supplemented or
otherwise modified from time to time, the "Keystone Participation Agreement"),
among the Company, Keystone Lessor Genco LLC, a Delaware limited liability
company (together with its successors and permitted assigns, "Keystone"),
Wilmington Trust, not in its individual capacity, except as expressly provided
therein, but solely as manager under the LLC Agreement of Keystone, PSEGR
Keystone Generation, LLC, a Delaware limited liability company (together with
its successors and permitted assigns, the "Keystone Owner Participant"), Bankers
Trust, not in its individual capacity, except as expressly provided therein, but
solely as trustee under the applicable Lease Indenture and Bankers Trust, not in
its individual capacity, except as expressly provided therein, but solely as
trustee under each of the Pass Through Trust Agreements, pursuant to which
Keystone is acquiring the Facility Interest (as defined in the Keystone
Participation Agreement) and leasing such Facility Interest to the Company (such
transactions and the other transactions contemplated in the Keystone
Participation Agreement, the "Keystone Lease Transactions");



<PAGE>   6

                  WHEREAS, the Company is a party to a Participation Agreement,
dated as of the date hereof (as the same may be amended, supplemented or
otherwise modified from time to time, the "Shawville Participation Agreement;"
and together with the Conemaugh Participation Agreement and the Keystone
Participation Agreement, the "Participation Agreements"), among the Company,
Shawville Lessor Genco LLC, a Delaware limited liability company (together with
its successors and permitted assigns, "Shawville;" and together with Conemaugh
and Keystone, the "Owner Lessors"), Wilmington Trust, not in its individual
capacity, except as expressly provided therein, but solely as manager under the
LLC Agreement of Shawville, PSEGR Shawville Generation, LLC, a Delaware limited
liability company (together with its successors and permitted assigns, the
"Shawville Owner Participant;" and together with the Conemaugh Owner Participant
and the Keystone Owner Participant, the "Owner Participants"), Bankers Trust,
not in its individual capacity, except as expressly provided therein, but solely
as trustee under the applicable Lease Indenture and Bankers Trust, not in its
individual capacity, except as expressly provided therein, but solely as trustee
under each of the Pass Through Trust Agreements, pursuant to which Shawville is
acquiring the Facility [Interest] (as defined in the Shawville Participation
Agreement) and leasing such Facility [Interest] to the Company (such
transactions and the other transactions contemplated in the Shawville
Participation Agreement, the "Shawville Lease Transactions;" and together with
the Conemaugh Lease Transactions and the Keystone Lease Transactions, the "Lease
Transactions");

                  WHEREAS, pursuant to each Lease Transaction, an Owner Lessor
will issue, on a non-recourse basis, Lessor Notes (as hereinafter defined) under
the related Lease Indenture in order to finance and refinance a portion of the
purchase price for the related Facility Interest;

                  WHEREAS, pursuant to the terms and conditions of this Pass
Through Trust Agreement and the Participation Agreements, Lessor Notes under
each Lease Indenture are to be sold to the Pass Through Trust, and the Pass
Through Trust will purchase such Lessor Notes and will hold such Lessor Notes in
trust for the benefit of the Certificateholders;

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

                  WHEREAS, to facilitate the sale of the Lessor Notes to the
Pass Through Trust and the purchase of the Lessor Notes by the Pass Through
Trust, the Company is undertaking to perform certain administrative and
ministerial duties hereunder and is also undertaking to pay the fees and
expenses of the Pass Through Trustee.



                                       2
<PAGE>   7

                  NOW, THEREFORE,

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

                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.1. Definitions As used in this Pass Through Trust
Agreement, the following terms shall have the respective meanings assigned
thereto as follows:

                           Act: When used with respect to any Holder, has the
                  meaning specified in Section 1.4.

                           Actual Knowledge: Means shall mean, with respect to
                  any Person, actual knowledge of, or receipt of written notice
                  by, an officer (or other employee whose responsibilities
                  include the administration of the Lease Transaction) of such
                  Person.

                           Affiliate: Means of a particular Person shall mean
                  any other Person directly or indirectly controlling,
                  controlled by or under common control with such Person. For
                  purposes of this definition, "control" when used with respect
                  to any particular Person shall mean the power to direct the
                  management and policies of such Person, directly or
                  indirectly, whether through the ownership of voting
                  securities, by contract or otherwise, and the terms
                  "controlling" and "controlled" have meanings correlative to
                  the foregoing; provided, however, that under no circumstances
                  shall the Trust Company be considered to be an Affiliate of
                  the Equity Investor, the Equity Subsidiary, the Equity
                  Subsidiary Holding Company, the Owner Lessor, the Lessor
                  Manager, or the Owner Participant, nor shall the Equity
                  Investor, the Equity Subsidiary, the Equity Subsidiary Holding
                  Company, the Owner Lessor, the Lessor Manager, or the Owner
                  Participant be considered to be an Affiliate of the Trust
                  Company.

                           Authorized Agent: Means any Paying Agent or
                  Registrar.

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

                           Business Day: Means any day other than a Saturday, a
                  Sunday, or a day on which commercial banking institutions are
                  authorized or required by law, regulation or executive order
                  to be closed in New York, New York, the city and the state in
                  which the Corporate Trust Office of the Lease Indenture
                  Trustee or the Lessor Manager is located or the city and



                                       3
<PAGE>   8

                  state in which the Corporate Trust Office of the Pass Through
                  Trustee is located.

                           Cash Equivalent: Means any of the following: (i)
                  direct obligations of the United States of America or any
                  agency thereof or obligations fully and unconditionally
                  guaranteed by the United States of America or any agency
                  thereof; (ii) time deposit accounts, certificates of deposit
                  and money market deposits maturing within 180 days of the date
                  of acquisition thereof issued by a bank or trust company that
                  is organized under the laws of the United States of America or
                  any state thereof, and which bank or trust company has
                  capital, surplus and undivided profits aggregating in excess
                  of $500 million and has outstanding Indebtedness that is rated
                  "A" (or such similar equivalent rating) or higher by at least
                  one nationally recognized statistical rating organization (as
                  defined in Rule 436 under the Securities Act) or any
                  money-market fund having assets in excess of $500 million all
                  of which consist of other obligations described in (i), (ii),
                  (iii), (iv), (v) and (vi) sponsored by a registered broker
                  dealer or mutual fund distributor; (iii) repurchase and
                  reverse repurchase obligations with a term of not more than 30
                  days for underlying securities of the types described in
                  clause (i) above entered into with a bank meeting the
                  qualifications described in clause (ii) above; (iv) commercial
                  paper, maturing not more than 90 days after the date of
                  acquisition, issued by a Person (other than an Affiliate of
                  the Company) with a rating at the time as of which any
                  investment therein is made of "P-2" (or higher) according to
                  Moody's or "A-2" (or higher) according to S&P; (v) securities
                  with maturities of six months or less from the date of
                  acquisition issued or fully and unconditionally guaranteed by
                  any state, commonwealth or territory of the United States of
                  America or the OECD or by any political subdivision or taxing
                  authority thereof, and rated at least "A" by Moody's or S&P;
                  and (vi) investments in deposits available for withdrawal on
                  demand with any commercial bank which is organized under the
                  laws of any country in which the Company maintains an office
                  and which has capital, surplus and undivided profits of at
                  least $250 million; provided that the accounts into which such
                  deposits are made are not intended as security.

                           Certificate: Means any one of the 8.554% Series A
                  Pass Through Certificates due 2005 executed and authenticated
                  by the Pass Through Trustee, substantially in the form of
                  Exhibit A hereto.

                           Certificate Account: Means that account or accounts
                  created and maintained pursuant to Section 4.1(a).

                           Certificate Owner: Means the Person for whom a
                  Clearing Agency Participant acts.



                                       4
<PAGE>   9

                           Certificate Owner Request: Means a request to the
                  Pass Through Trustee to receive the reports and other
                  information the Company or any other Person is required to
                  furnish to the Pass Through Trustee pursuant to the Operative
                  Documents, which request certifies that the Person making the
                  request is a Certificateholder or Certificate Owner. Any
                  Certificateholder or Certificate Owner making a Certificate
                  Owner Request may specify its election to receive such
                  information from the Pass Through Trustee on an ongoing basis.

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

                           Clearing Agency: Means an organization registered as
                  a Clearing Agency pursuant to Section 17A of the Securities
                  Exchange Act of 1934, as amended, and serving as the holder of
                  the Book-Entry Certificates and shall initially be DTC.

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

                           Clearstream, Luxembourg: Has the meaning specified in
                  Section 3.9.

                           Closing Date: Means August 24, 2000.

                           Company: Has the meaning specified in the first
                  paragraph hereof.

                           Conemaugh Facility: Means the "Facility" as defined
                  in the Conemaugh Participation Agreement.

                           Consideration: Has the meaning specified in Section
                  2.1.

                           Corporate Trust Office: With respect to the Pass
                  Through Trustee, any Lessor Manager and any Lease Indenture
                  Trustee, means the office of such trustee in the city in which
                  at any particular time its corporate trust business shall be
                  principally administered.

                           Definitive Certificates: Has the meaning specified in
                  Section 3.9.

                           Direction: Has the meaning specified in Section
                  1.4(c).

                           Distribution Date: With respect to distributions of
                  Scheduled Payments, means each January 2 and July 2 until
                  payment of all the Scheduled Payments to be made under the
                  Lessor Notes has been made, commencing on January 2, 2001.



                                       5
<PAGE>   10

                           DTC: Means The Depository Trust Company and any
                  successor that is a Clearing Agency.

                           Euroclear: Has the meaning specified in Section 3.9.

                           Equity Investor: Means PSEG Resources Inc., a New
                  Jersey corporation.

                           Equity Subsidiary: Means (i) with respect to the
                  Conemaugh Facility, PSEGR Conemaugh, LLC, a Delaware limited
                  liability company, (ii) with respect to the Keystone Facility,
                  PSEGR Keystone, LLC, a Delaware limited liability company, and
                  (iii) with respect to the Shawville Facility, PSEGR Shawville,
                  LLC, a Delaware limited liability. The term Equity Subsidiary
                  refers to any one or all of such Equity Subsidiaries, as the
                  context requires.

                           Equity Subsidiary Holding Company: Means PSEGR PJM,
                  LLC, a Delaware limited liability company.

                           Facility: Means any of the Conemaugh Facility, the
                  Keystone Facility or the Shawville Facility, as applicable.

                           Facility Interest: With respect to each Lease
                  Transaction, has the meaning specified in the related
                  Participation Agreement.

                           Fractional Undivided Interest: Means the fractional
                  undivided interest in the Pass Through Trust that is evidenced
                  by a Certificate.

                           Ground Interest: With respect to each Lease
                  Transaction, has the meaning specified in the related
                  Participation Agreement.

                           Holder: See Certificateholder.

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

                           Keystone Facility: Means the "Facility" as defined in
                  the Keystone Participation Agreement.

                           Lease: Means a Facility Lease Agreement between an
                  Owner Lessor, as the lessor, and the Company, as the lessee,
                  entered into in connection with a Lease Transaction, as such
                  Lease may be amended or supplemented in accordance with its
                  terms. The term Lease refers to any one or all of such Leases,
                  as the context requires.

                           Lease Event of Default: Means any Lease Event of
                  Default (as such term is defined in a Lease).



                                       6
<PAGE>   11

                           Lease Indenture: Means (i) a Lease Indenture of
                  Trust, Mortgage and Security Agreement between an Owner Lessor
                  and a Lease Indenture Trustee, entered into in connection with
                  a Lease Transaction, as the same may be amended or
                  supplemented in accordance with its terms (including in
                  connection with the assumption by the Owner Participant or its
                  Affiliates of the indebtedness evidenced by any Lessor Note in
                  accordance with the related Operative Documents) and (ii) any
                  Lease Indenture of Trust, Mortgage and Security Agreement, or
                  analogous document, between the Company and a Lease Indenture
                  Trustee, entered into in connection with the assumption by the
                  Company of the indebtedness evidenced by any Lessor Note in
                  accordance with the related Operative Documents, as the same
                  may be amended or supplemented in accordance with its terms.
                  The term Lease Indenture refers to any one or all of such
                  Lease Indentures, as the context requires.

                           Lease Indenture Default: Means any event which is, or
                  after notice or lapse of time or both would become, a Lease
                  Indenture Event of Default.

                           Lease Indenture Event of Default: Means any Lease
                  Indenture Event of Default (as such term is defined in a Lease
                  Indenture).

                           Lease Indenture Trustee: Means a bank or trust
                  company acting as indenture trustee under a Lease Indenture;
                  and any successor to such Lease Indenture Trustee as such
                  trustee. The term Lease Indenture Trustee refers to any one or
                  all of such Lease Indenture Trustees, as the context requires.

                           Lease Transactions: Has the meaning specified on the
                  Recitals hereto. The term Lease Transaction refers to any one
                  or all of such Lease Transactions, as the context requires.

                           Lessor Manager: Means a bank or trust company acting
                  as manager for an Owner Lessor pursuant to the limited
                  liability company agreement of the applicable Owner Lessor,
                  and any successor to such Lessor Manager as such manager of an
                  Owner Lessor. The term Lessor Manager refers to any one or all
                  of such Lessor Managers, as the context requires.

                           Lessor Note: Means any one of the Lessor Notes (as
                  defined in each Lease Indenture) issued under a Lease
                  Indenture, including any Lessor Note (as so defined) issued
                  under a Lease Indenture in replacement or substitution
                  therefor, held by the Pass Through Trustee.

                           Lessor Note Documents: Means, with respect to any
                  Lessor Note, the applicable Lease Indenture, Participation
                  Agreement and Lease.



                                       7
<PAGE>   12

                           Letter of Representations: Means the DTC Letter of
                  Representations among the Company, the Pass Through Trustee
                  and DTC.

                           Moody's: Means Moody's Investors Services, Inc.

                           Officer's Certificate: Means with respect to any
                  Person, a certificate signed (i) in the case of a corporation,
                  by the chairman of the board, the president or vice president
                  of such Person or any Person authorized by or pursuant to the
                  organizational documents, the bylaws or any resolution of the
                  board of directors or executive committee of such Person
                  (whether general or specific) to execute, deliver and take
                  actions on behalf of such Person in respect of any of the
                  Operative Documents, (ii) in the case of a partnership, by the
                  chairman of the board of directors, the president or any vice
                  president, the treasurer or an assistant treasurer of a
                  corporate general partner, (iii) in the case of a trust
                  company, Pass Through Trustee or Lease Indenture Trustee, a
                  certificate signed by a Responsible Officer of such trust
                  company, Pass Through Trustee or Lease Indenture Trustee, and
                  (iv) in the case of a limited liability company, a certificate
                  signed by the manager of such Person or any Person authorized
                  by or pursuant to the organizational documents or regulations
                  or any resolution of the governing body of such Person
                  (whether general or specific) to execute, deliver and take
                  actions on behalf of such Person in respect of any of the
                  Operative Documents.

                           Opinion of Counsel: Means an opinion in writing
                  signed by legal counsel, who may be counsel designated by the
                  Company, an Owner Lessor or a Lease Indenture Trustee, whether
                  or not such counsel is an employee of any of them, and who
                  shall be acceptable to the Pass Through Trustee in its
                  reasonable discretion.

                           Operative Documents: With respect to each Lease
                  Transaction, has the meaning specified in the applicable
                  Participation Agreement. The term Operative Documents refers
                  to the Operative Documents for any one or all of the Lease
                  Transactions, as the context requires.

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

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

                                    (ii) Certificates for which money in the
                           full amount has been theretofore deposited with the
                           Pass Through Trustee or any Paying Agent in trust for
                           the holders of such Certificates as



                                       8
<PAGE>   13

                           provided in Section 4.1 pending distribution of such
                           money to the Certificateholders pursuant to the final
                           distribution payment to be made pursuant to Section
                           11.1; and

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

                           Owner Lessors: Has the meaning specified in the
                  Recitals hereto. The term Owner Lessor refers to any one or
                  all of such Owner Lessors, as the context requires.

                           Owner Participants: Has the meaning specified in the
                  Recitals hereto. The term Owner Participant refers to any one
                  or all of such Owner Participants, as the context requires.

                           Participation Agreements: Has the meaning specified
                  in the Recitals hereto. The term Participation Agreement
                  refers to any one or all of such Participation Agreements, as
                  the context requires.

                           Pass Through Default: Means any event which is or,
                  after notice or lapse of time or both would become, a Pass
                  Through Event of Default.

                           Pass Through Event of Default: Has the meaning
                  specified in Section 6.1.

                           Pass Through Trust: Means the trust created by this
                  Pass Through Trust Agreement, the estate of which consists of
                  the Trust Property.

                           Pass Through Trustee: Means the institution executing
                  this Pass Through Trust Agreement as Pass Through Trustee, or
                  its successor in interest, and any successor trustee appointed
                  as provided herein.

                           Paying Agent: Means the paying agent maintained and
                  appointed pursuant to Section 7.12.

                           Permanent Regulation S Global Certificate: Has the
                  meaning specified in Section 3.9.

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

                           Person: Means any individual, corporation,
                  cooperative, partnership, joint venture, association,
                  joint-stock company, limited



                                       9
<PAGE>   14

                  liability company, trust, unincorporated organization or
                  governmental or any agency or political subdivision thereof.

                           Record Date: Means (i) for Scheduled Payments to be
                  distributed on any Distribution Date, other than the final
                  distribution, the day (whether or not a Business Day) which is
                  15 days preceding such Distribution Date, and (ii) for Special
                  Payments to be distributed on any Special Distribution Date,
                  other than the final distribution, the day (whether or not a
                  Business Day) which is 15 days preceding such Special
                  Distribution Date.

                           Register and Registrar: Means the register maintained
                  and the registrar appointed pursuant to Sections 3.4 and 7.12.

                           Regulation S Global Certificate: Has the meaning
                  specified in Section 3.9.

                           Request: Means a request by the Company setting forth
                  the subject matter of the request accompanied by an Officer's
                  Certificate and an Opinion of Counsel as provided in Section
                  1.2.

                           Responsible Officer: When used with respect to the
                  initial Pass Through Trustee, the initial Lease Indenture
                  Trustee or any Lessor Manager means any officer in the
                  Corporate Trust Office having direct responsibility for the
                  administration of the Operative Documents; when used with
                  respect to any successor Pass Through Trustee, or successor
                  Lease Indenture Trustee, means the chairman or vice-chairman
                  of the board of directors or trustees, the chairman or
                  vice-chairman of the executive or standing committee of the
                  board of directors or trustees, the president, the chairman of
                  the committee on trust matters, any vice-president, any second
                  vice-president, the secretary, any assistant secretary, the
                  treasurer, any assistant treasurer, the cashier, any assistant
                  cashier, any trust officer or assistant trust officer, the
                  comptroller and any assistant comptroller; and, when used with
                  respect to the Pass Through Trustee and any Lease Indenture
                  Trustee, also means any other officer of the Pass Through
                  Trustee or any Lease Indenture Trustee customarily performing
                  functions similar to those performed by any of the above
                  designated officers and also means, when used with respect to
                  the Pass Through Trustee, any Lease Indenture Trustee or any
                  Lessor Manager with respect to a particular corporate trust
                  matter, or any other officer to whom such matter is referred
                  because of his knowledge of and familiarity with the
                  particular subject.

                           Restricted Certificate: Has the meaning specified in
                  Section 3.l.

                           Restricted Global Certificate: Has the meaning
                  specified in Section 3.9.



                                       10
<PAGE>   15

                           S&P: Means Standard & Poor's Ratings Services, a
                  division of The McGraw-Hill Companies, Inc.

                           Scheduled Payment: With respect to a Lessor Note,
                  means any payment (other than a Special Payments) of principal
                  and interest on such Lessor Note, due from an Owner Lessor,
                  which payment represents the payment of a regularly scheduled
                  installment of principal then due on such Lessor Note, or the
                  payment of regularly scheduled interest accrued on such Lessor
                  Note.

                           Shawville Facility: Means the "Facility" as defined
                  in the Shawville Participation Agreement.

                           Site Lease and Sublease: Means with respect to each
                  Facility, the Site Lease and Sublease Agreement, dated as of
                  the Closing Date, between the Company and the applicable Owner
                  Lessor, duly completed, executed and delivered on the Closing
                  Date pursuant to which the Company will lease the Ground
                  Interest to, and sublease such Ground Interest from, such
                  Owner Lessor. The term Site Lease and Sublease shall refer to
                  any of or all of such Site Leases and Subleases as the context
                  requires.

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

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

                           Special Payments Account: Means the account or
                  accounts created and maintained pursuant to Section 4.1(b).



                                       11
<PAGE>   16

                           Temporary Regulation S Global Certificate: Has the
                  meaning specified in Section 3.9.

                           Transfer Date: Means the closing date of the initial
                  offer and sale of the Certificates in accordance with the
                  purchase agreement dated August 17, 2000.

                           Trust Indenture Act: Means the Trust Indenture Act of
                  1939, as amended.

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

                  Section 1.2. Compliance Certificates and Opinions. Upon any
application or request by the Company, any Owner Lessor or any Lease Indenture
Trustee to the Pass Through Trustee to take any action under any provision of
this Pass Through Trust Agreement, the Company, such Owner Lessor or such Lease
Indenture Trustee, as the case may be, shall furnish to the Pass Through Trustee
an Officers' Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Pass Through Trust Agreement
relating to the proposed action have been complied with and, as to any legal
matters involved, an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Pass Through
Trust Agreement relating to such particular application or request, no
additional certificate or opinion need be furnished.

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

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (2) 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;

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.



                                       12
<PAGE>   17

                  Section 1.3. Form of Documents Delivered to Pass Through
Trustee. In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any Opinion of Counsel stated to be based on the opinion of
other counsel shall be accompanied by a copy of such other opinion.

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

                  Section 1.4. Acts of Holders. (a) (a) Any direction, consent,
waiver or other action provided by this Pass Through Trust Agreement to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Pass Through Trustee and, where it is hereby expressly
required, to the Company, the Owner Lessor or any Lease Indenture Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Pass Through Trust Agreement and (subject to Section 7.1) conclusive in favor of
the Pass Through Trustee, the Company, the Owner Lessor and any Lease Indenture
Trustee, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the certificate of any notary public
or other officer of any jurisdiction authorized to take acknowledgments of deeds
or administer oaths that the Person executing such instrument acknowledged to
him the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or such other officer and where such execution
is by an officer of a corporation or association, a member of a partnership or a
limited liability company, on behalf of such corporation, association,
partnership or limited liability company, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other reasonable manner which the
Pass Through Trustee deems sufficient.

                  (c) In determining whether the Holders of the requisite
Fractional Undivided Interests of Certificates Outstanding have given any
direction, consent or waiver in writing (a "Direction"), under this Pass Through
Trust Agreement, Certificates



                                       13
<PAGE>   18

owned by the Company, the Owner Lessor, the Owner Participant or any Affiliate
of any such Person shall be disregarded and deemed not to be Outstanding under
this Pass Through Trust Agreement for purposes of any such determination. In
determining whether the Pass Through Trustee shall be protected in relying upon
any such Direction, only Certificates which the Pass Through Trustee knows to be
so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such
Person owns 100% of the Certificates Outstanding, such Certificates shall not be
so disregarded as aforesaid, and (ii) if any amount of Certificates so owned by
any such Person have been pledged in good faith, such Certificates shall not be
disregarded as aforesaid if the pledgee establishes to the satisfaction of the
Pass Through Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not the Company, the Owner Lessor, the
Owner Participant or any Affiliate of any such Persons.

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

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

                                   ARTICLE II

                          ACQUISITION OF LESSOR NOTES;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  Section 2.1. (a) Issuance of Certificates; Acquisition of
Lessor Notes. The Pass Through Trustee, at or promptly following the execution
and delivery of this Pass Through Trust Agreement, shall also execute and
deliver the Participation Agreements, in the final form delivered to the Pass
Through Trustee on or prior to the date of the execution and delivery hereof.
Upon delivery of an authentication order by the Company and the satisfaction of
the closing conditions with respect to any Lessor Notes to be purchased on the
Transfer Date, on the Transfer Date the Pass Through Trustee shall execute,
deliver and authenticate, on behalf of the Pass Through Trust, Certificates
equaling in the aggregate the aggregate principal amount of the Lessor Notes
deposited into the Pass Through Trust on the Transfer Date. The Certificates so
executed, delivered and authenticated on the Transfer Date shall evidence the
entire ownership of the Pass Through Trust. The Pass Through Trust shall issue
such Certificates on the Transfer Date, in authorized denominations and in such
Fractional Undivided Interests, so as to result in the receipt of consideration
(the "Consideration") in an amount equal to the aggregate principal amount of
such Lessor Notes referred to in the second preceding sentence. The Pass Through
Trust shall purchase Lessor Notes on the Transfer Date at an aggregate purchase
price equal to the amount of the Consideration so received. Except as provided
in Sections 3.4 and 3.5 hereof, the Pass Through Trustee shall not execute or
deliver Certificates in excess of the aggregate amount specified in this
paragraph.



                                       14
<PAGE>   19

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

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

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

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



                                       15
<PAGE>   20

                                   ARTICLE III

                                THE CERTIFICATES

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

                  Except as provided in Section 3.9, definitive Certificates
shall be printed, lithographed or engraved or produced by any combination of
these methods or may be produced in any other manner permitted by the rules of
any securities exchange on which the Certificates may be listed, all as
determined by the officer executing such Certificates, as evidenced by his
execution of such Certificates.

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

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

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



                                       16
<PAGE>   21

that such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated on the date of their authentication.

                  Section 3.2. Authentication of Certificates. Upon delivery of
an authentication order by the Company, the Pass Through Trustee on the Transfer
Date shall cause to be authenticated and delivered Certificates duly
authenticated by the Pass Through Trustee, in authorized denominations equaling
in the aggregate the aggregate principal amount of the Lessor Notes purchased on
the Transfer Date and evidencing the entire ownership of the Pass Through Trust.

                  Section 3.3. Temporary Certificates. Pending the preparation
of definitive Certificates, the Pass Through Trustee may execute, authenticate
and deliver temporary Certificates which are printed, lithographed, typewritten,
or otherwise produced, in any denomination, containing substantially the same
terms and provisions as set forth in Exhibit A, except for such appropriate
insertions, omissions, substitutions and other variations relating to their
temporary nature as the officer executing such temporary Certificates may
determine, as evidenced by their execution of such temporary Certificates. If
temporary Certificates are issued, the Pass Through Trustee will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the Corporate Trust Office of the Pass Through Trustee, or at
the office or agency of the Pass Through Trustee maintained in accordance with
Section 7.12, without charge to the Holder upon surrender for cancellation of
any one or more temporary Certificates, the Pass Through Trustee shall execute,
authenticate and deliver in exchange therefor definitive Certificates of
authorized denominations of alike aggregate Fractional Undivided Interest. Until
so exchanged, such temporary Certificates shall in all respects be entitled to
the same benefits under this Pass Through Trust Agreement as definitive
Certificates.

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

                  (b) Every Restricted Certificate shall be subject to the
restrictions on transfer provided in the legend required to be set forth on the
face of each Restricted Certificate pursuant to Section 3.1, and the Holder of
each Restricted Certificate, by such Holder's acceptance thereof, agrees to be
bound by such restrictions on transfer. Whenever any Restricted Certificate is
presented or surrendered for registration of transfer or for exchange for a
Certificate registered in a name other than that of the Holder, such Restricted
Certificate must be accompanied by a certificate in substantially



                                       17
<PAGE>   22

the form set forth in Exhibit C hereto, dated the date of such surrender and
signed by the Holder of such Restricted Certificate, as to compliance with such
restrictions on transfer. Neither the Pass Through Trustee nor any Registrar
shall be required to accept for such registration of transfer or exchange any
Restricted Certificate not so accompanied by a properly completed certificate.
Notwithstanding the preceding two sentences, a properly completed certificate
shall not be required in connection with any transfer of any Restricted
Certificate through the facilities of DTC or any other Clearing Agency, provided
that such transfer does not require a change in the name (other than to another
nominee of DTC or such other Clearing Agency) in which such Restricted
Certificate is then registered. Transfers and exchanges of Restricted
Certificates shall only be made in accordance with the rules of the Clearing
Agency, Euroclear or Clearstream, Luxembourg, as applicable.

                  Whenever any Restricted Certificate is proposed to be
transferred by a Holder to an Institutional Accredited Investor, the Pass
Through Trustee shall have received from such Institutional Accredited Investor,
prior to such transfer, (i) a duly executed exchange and transfer certificate
substantially in the form of Exhibit C and (ii) a signed letter substantially in
the form of Exhibit D relating to certain representations and agreements
regarding restrictions on transfer of such Restricted Certificate. In addition,
the Holder of the Restricted Certificate proposed to be transferred must, prior
to such transfer, furnish to the Registrar such certifications (as required by
and in the form set forth in this Pass Through Trust Agreement), Opinions of
Counsel or other information as the Registrar may reasonably request to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration rights of the Securities Act.

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



                                       18
<PAGE>   23

any action taken or omitted to be taken by it in good faith in accordance with
the aforementioned Opinion of Counsel or registration statement.

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

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

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

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

                  Section 3.5. Mutilated, Destroyed Lost or Stolen Certificates.
If any mutilated Certificate is surrendered to the Registrar, or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and in the case of such destruction, loss or theft, there is
delivered to the Registrar and the Pass Through Trustee such security, indemnity
or bond as may be required by them to save each of them and the Pass Through
Trust harmless, then, in the absence of notice to the Registrar or the Pass
Through Trustee that such Certificate has been acquired by a bona fide
purchaser, the Pass Through Trustee, on behalf of the Pass Through Trust, shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Fractional Undivided Interest with the same final Distribution Date. In
connection with the issuance of any new Certificate under this Section 3.5, the
Pass Through Trustee shall require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Pass Through Trustee and
the Registrar) connected therewith. Any duplicate Certificate issued pursuant to
this Section 3.5 shall constitute conclusive evidence of the appropriate
Fractional Undivided Interest



                                       19
<PAGE>   24

in the Pass Through Trust, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.

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

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

                  Section 3.8. Limitation of Liability for Payments. All
payments or distributions made to Certificateholders under this Pass Through
Trust Agreement shall be made only from the Trust Property and only to the
extent that the Pass Through Trust shall have received sufficient income or
proceeds from the Trust Property to make such payments in accordance with the
terms of Article IV of this Pass Through Trust Agreement. Each Holder of a
Certificate, by its acceptance of such Certificate, agrees that it will look
solely to the income and proceeds from the Trust Property to the extent
available for distribution to the Holder thereof as provided in this Pass
Through Trust Agreement. Nothing in this Pass Through Trust Agreement shall be
construed as an agreement, or otherwise creating an obligation, of (a) the
Company, the Owner Participant, the Equity Investor, the Equity Subsidiary, the
Equity Subsidiary Holding Company, the Pass Through Trust Company or the Pass
Through Trustee to pay any of the principal, premium, if any, and interest due
from time to time under the Lessor Notes or (b) the Company or the Pass Through
Trust Company to pay any amount due from time to time in respect of the
Certificates. The liability of the Owner Lessor, the Owner Participant, the
Equity Investor, the Equity Subsidiary or the Equity Subsidiary Holding Company
under the Lessor Notes shall be limited as set forth therein and in the Lease
Indenture.

                  Section 3.9. Book-Entry and Definitive Certificates. (a) (a)
Except for Certificates issued to Institutional Accredited Investors which must
be issued in the form of definitive, fully registered Certificates ("Definitive
Certificates"), the Certificates may be issued in the form of one or more
typewritten Certificates representing the Book-Entry Certificates, to be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Company.
In such case, the Certificates delivered to DTC shall initially be registered on
the Register in the name of Cede & Co., the nominee of the initial Clearing
Agency, and no Certificate Owner will receive a definitive certificate
representing such Certificate



                                       20
<PAGE>   25

Owner's interest in the Certificates, except as provided above and in subsection
(d) below. As to the Book-Entry Certificates, unless and until Definitive
Certificates have been issued pursuant to subsection (d) below:

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

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

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

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

                  (v) wherever this Pass Through Trust Agreement requires or
         permits actions to be taken based upon instructions or directions of
         Certificateholders holding Certificates evidencing a specified
         percentage of the Fractional Undivided Interests in the Pass Through
         Trust, the Clearing Agency shall be deemed to represent such percentage
         only to the extent that it has received instructions to such effect
         from Certificate Owners and/or Clearing Agency Participants owning or
         representing, respectively, such required percentage of the beneficial
         interest in Certificates and has delivered such instructions to the
         Pass Through Trustee. The Pass Through Trustee shall have no obligation
         to determine whether the Clearing Agency has in fact received any such
         instructions.

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

                  (c) Unless and until Definitive Certificates are issued
pursuant to subsection (d) below, on the Record Date prior to each applicable
Distribution Date and



                                       21
<PAGE>   26

Special Distribution Date, the Pass Through Trustee will request from the
Clearing Agency a "Securities Position Listing" setting forth the names of all
Clearing Agency Participants reflected on the Clearing Agency's books as holding
interests in the Certificates on such Record Date. The Pass Through Trustee
shall mail to each such Clearing Agency Participant the statements described in
Section 4.3 hereof.

                  (d) If with respect to the Certificates (i) the Company
advises the Pass Through Trustee in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities under this
Section 3.9 and the Company is unable to locate a qualified successor within 90
days after the Company receives notice from the Clearing Agency is no longer
willing or able to properly discharge its responsibilities hereunder, (ii) the
Company (or, following the occurrence and during the continuance of a Lease
Event of Default, the Owner Lessor) at its option, advises the Pass Through
Trustee in writing that it elects to terminate the book-entry system through the
Clearing Agency or (iii) after the occurrence of a Pass Through Event of
Default, Certificate Owners of Book-Entry Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the Pass
Through Trust, by Act of said Certificate Owners delivered to the Company and
the Pass Through Trustee, advise the Company, the Owner Lessor, the Pass Through
Trustee and the Clearing Agency through the Clearing Agency Participants in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of the Certificate Owners, then the Pass
Through Trustee shall notify all Certificate Owners, through the Clearing
Agency, of the occurrence of any such event and of the availability of
Definitive Certificates. Upon surrender to the Pass Through Trustee of all the
Certificates held by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration of Definitive
Certificates in the names of Certificate Owners, the Pass Through Trust shall
issue and deliver the Definitive Certificates in accordance with the
instructions of the Clearing Agency. None of the Company, the Owner Lessor, the
Registrar, the Paying Agent or the Pass Through Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such registration instructions. Upon the issuance of
Definitive Certificates, the Pass Through Trustee shall recognize the Person in
whose name the Definitive Certificates are registered in the Register as
Certificateholder hereunder. Neither the Company nor the Pass Through Trustee
shall be liable if the Company does not locate a qualified successor Clearing
Agency.

                  (e) The Certificates sold in offshore transactions in reliance
on Regulation S under the Securities Act will be represented initially by a
single, temporary Book-Entry Certificate, in definitive, fully registered form
without interest coupons (the "Temporary Regulation S Global Certificate") and
will be deposited with the Pass Through Trustee as custodian for DTC and
registered in the name of a nominee of DTC for the accounts of Morgan Guaranty
Trust Company of New York, Brussels Office, as operator of the Euroclear System
("Euroclear"), or Clearstream Banking, societe anonyme ("Clearstream,
Luxembourg"). Each Temporary Regulation S Global Certificate will be
exchangeable for a single, permanent Book-Entry Certificate (the "Permanent
Regulation S Global Certificate," and together with the Temporary Regulation S
Global Certificate, the "Regulation S Global Certificate") on or after 40



                                       22
<PAGE>   27

days after the later of the commencement of the offering of the Certificates and
the Closing Date upon certification that the beneficial interests in such
Book-Entry Certificate are owned by persons who are not U.S. persons as defined
in Regulation S. Prior to the expiration of such 40-day period, beneficial
interests in the Temporary Regulation S Global Certificate may be held only
through Euroclear or Clearstream, Luxembourg, and any resale or other transfer
of such interests to U.S. persons shall not be permitted during such period
unless such resale or transfer is made pursuant to Rule 144A or Regulation S
under the Securities Act and in accordance with the certification requirements
specified in Section 3.9(f) below. The aggregate original principal amount of
the Regulation S Global Certificate may from time to time be increased or
decreased by adjustments made on the records of the Pass Through Trustee, as
custodian for DTC, in connection with a corresponding decrease or increase in
the aggregate original principal amount of a Definitive Certificate or the
Restricted Global Certificate, as hereinafter provided.

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

                  (g) Any beneficial interest in one of the Book-Entry
Certificates that is transferred to a person who takes delivery in the form of
an interest in another Book-Entry Certificate will, upon transfer, cease to be
an interest in such Book-Entry Certificate and become an interest in such other
Book Entry Certificate and, accordingly, will thereafter be subject to all
transfer restrictions, if any, and other procedures applicable to beneficial
interests in such other Book-Entry Certificate for so long as it



                                       23
<PAGE>   28

remains such an interest. Upon the transfer of Definitive Certificates to a
qualified institutional buyer or in accordance with Regulation S, such
Definitive Certificates will be exchanged for an interest in a Book-Entry
Certificate.

                  (h) The Company and the Pass Through Trustee, if necessary,
shall each enter into the Letter of Representations with respect to the
Certificates and fulfill its responsibilities thereunder.

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

                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

                  Section 4.1. Certificate Account and Special Payments Account.
(a) (a) The Pass Through Trustee shall establish and maintain on behalf of the
Certificateholders the Certificate Account with the Pass Through Trustee as one
or more non-interest bearing accounts. The Pass Through Trustee shall hold the
Certificate Account in trust for the benefit of the Certificateholders, and
shall make or permit withdrawals therefrom only as provided in this Pass Through
Trust Agreement. On each day when a Scheduled Payment is made under the Lease
Indenture to the Pass Through Trustee, as holder of the Lessor Notes issued
under such Lease Indenture, the Pass Through Trustee upon receipt shall
immediately deposit the aggregate amount of such Scheduled Payment in the
Certificate Account.

                  (b) The Pass Through Trustee shall establish and maintain on
behalf of the Certificateholders the Special Payments Account with the Pass
Through Trustee as one or more accounts, which shall be non-interest bearing
except as provided in Section 4.4. The Pass Through Trustee shall hold the
Special Payments Account in trust for the benefit of the Certificateholders, and
shall make or permit withdrawals therefrom only as provided in this Pass Through
Trust Agreement. On each day when a Special Payment (other than a Special
Payment that represents the proceeds of any sale pursuant to Article VI hereof
by the Pass Through Trustee of a Lessor Note) is made under a Lease Indenture to
the Pass Through Trustee, as holder of the Lessor Notes issued under such Lease
Indenture, the Pass Through Trustee upon receipt shall immediately deposit the
aggregate amounts of such Special Payments in the Special Payments Account. Upon
the sale of any Lessor Note by the Pass Through Trustee pursuant to Article VI
hereof and the realization of any proceeds thereof, the Pass Through Trustee
shall deposit the aggregate amount of such proceeds as a Special Payment in the
Special Payments Account.

                  (c) The Pass Through Trustee shall present to the Lease
Indenture Trustee each Lessor Note on the date of its stated final maturity, or
in the case of any



                                       24
<PAGE>   29

Lessor Note which is to be prepaid in whole pursuant to the Lease Indenture, on
the applicable prepayment date under such Lease Indenture.

                  Section 4.2. Distributions from Certificate Account and
Special Payments Account. (a) (a) On each Distribution Date if the Pass Through
Trustee receives payment of the Scheduled Payments due on the Lessor Notes on
such date by 2:00 p.m., New York time, on such date, the Pass Through Trustee
shall distribute out of the Certificate Account the entire amount deposited
therein pursuant to Section 4.1(a). If a Scheduled Payment is not received by
the Pass Through Trustee by 2:00 p.m., New York time, on a Distribution Date,
such payment shall be distributed on the next Business Day. If a Scheduled
Payment is not received by the Pass Through Trustee on a Distribution Date but
is received prior to the time such payment would become a Special Payment, such
payment shall be distributed (i) on the date received, if received by 2:00 p.m.,
New York time, on such date or (ii) on the next Business Day, if received after
2:00 p.m., New York time, on such date. There shall be so distributed to each
Certificateholder of record on the Record Date with respect to such Distribution
Date (other than as provided in Section 11.1 concerning the final distribution)
(i) if (A) DTC is the Certificateholder of record, or (B) a Certificateholder
holds a Certificate or Certificates in an aggregate amount greater than
$10,000,000, or (C) a Certificateholder holds a Certificate or Certificates in
an aggregate amount greater than $1,000,000 and so requests to the Pass Through
Trustee, wire transfer in immediately available funds to an account maintained
by such Certificateholder with a bank, or (ii) if none of the above apply, by
check mailed to such Certificateholder at the address appearing in the Register,
such Certificateholder's pro rata share (based on the aggregate Fractional
Undivided Interest held by such Certificateholder) of the aggregate amount in
the Certificate Account.

                  (b) On each Special Distribution Date with respect to any
Special Payment if the Pass Through Trustee receives the Special Payments due on
such date by 2:00 p.m., New York time, on such date, the Pass Through Trustee
shall distribute out of the Special Payments Account the entire amount deposited
therein with respect to such Special Payment pursuant to Section 4.1(b). If a
Special Payment is not received by the Pass Through Trustee by 2:00 p.m.," New
York time, on a Special Distribution Date, such payment shall be distributed on
the next Business Day. If a Special Payment is not received by the Pass Through
Trustee on a Special Distribution Date, such payment shall be distributed (i) on
the date received, if received by 2:00 p.m., New York time, on such date or (ii)
on the next Business Day, if received after 2:00 p.m., New York time, on such
date.. There shall be so distributed to each Certificateholder of record on the
Record Date with respect to such Special Distribution Date (other than as
provided in Section 11.1 concerning the final distribution) (i) if (A) DTC is
the Certificateholder of record, or (B) a Certificateholder holds a Certificate
or Certificates in an aggregate amount greater than $10,000,000, or (C) a
Certificateholder holds a Certificate or Certificates in an aggregate amount
greater than $1,000,000 and so requests to the Pass Through Trustee, by wire
transfer in immediately available funds to an account maintained by the
Certificateholder with a bank, or (ii) if none of the above apply, by check
mailed to such Certificateholder at the address appearing in the Register, such
Certificateholder's pro rata share (based on the aggregate Fractional Undivided
Interest held by such



                                       25
<PAGE>   30

Certificateholder) of the aggregate amount in the Special Payments Account on
account of such Special Payment.

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

                  (i) the Special Distribution Date and the Record Date therefor
         (except as otherwise provided in Section 11.1);

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

                  (iii) the reason for the Special Payment; and

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

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

                  Section 4.3. Statements to Certificateholders. (a) (a) On each
Distribution Date and Special Distribution Date, the Pass Through Trustee will
include with each distribution to Certificateholders a statement, giving effect
to such distribution to be made on such date, setting forth the following
information (per a $1,000 face amount Certificate as to (i) and (ii) below):

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

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

                  (b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the Pass
Through Trustee shall furnish (i) to each Person who at any time during such
calendar year was a Certificateholder of record and (ii) to any Certificate
Owner who has made a valid Certificate Owner Request and provided the Pass
Through Trustee with such pertinent



                                       26
<PAGE>   31

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

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

                                    ARTICLE V

                                   THE COMPANY

                  Section 5.1. Reports. For so long as any Certificates remain
Outstanding, the Company shall furnish: (a) to Certificateholders, Certificate
Owners and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as
the Certificates are not freely transferable under the Securities Act, and (b)
to the Pass Through Trustee, who in turn shall provide such information, upon a
Certificate Owner Request, to Certificateholders and Certificate Owners (i)
within 60 days following the end of each of the first three fiscal quarters of
the Company during each fiscal year, unaudited quarterly financial statements,
(ii) within 120 days following the end of the fiscal year of the Company,
audited annual financial statements and (iii) within 20 days after the
occurrence thereof, notice of the following events (A) a change in control with
respect to the Company; (B) the acquisition or disposition of a significant
amount of assets by the Company; (C) the appointment of a receiver over the
Company or the confirmation of a plan of reorganization or liquidation for the
Company; or (D) the resignation or dismissal of the independent accountants
engaged by the Company.

                  Section 5.2. Representations and Warranties. The
representations and warranties of the Company contained in each Participation
Agreement are hereby remade



                                       27
<PAGE>   32

and reconfirmed for the benefit of the Pass Through Trustee and are incorporated
herein by reference thereto.

                                   ARTICLE VI

                                     DEFAULT

                  Section 6.1. Events of Default. If any Lease Indenture Event
of Default under any Lease Indenture (a "Pass Through Event of Default") shall
occur and be continuing, then, and in each and every case, so long as such Lease
Indenture Event of Default shall be continuing, the Pass Through Trustee may
vote all of the Lessor Notes issued under such Lease Indenture held in the Pass
Through Trust, and upon the Direction of the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
of the Fractional Undivided Interests evidenced by all Certificates at the time
Outstanding (determined as provided in Section 1.4(c)), the Pass Through Trustee
shall vote a corresponding majority of such Lessor Notes, in favor of directing
the Lease Indenture Trustee to declare the unpaid principal amount of such
Lessor Notes then outstanding and accrued interest thereon to be due and payable
under, and to the extent permitted by and in accordance with, the provisions of
such Lease Indenture. In addition, if a Lease Indenture Event of Default shall
have occurred and be continuing under any Lease Indenture, the Pass Through
Trustee may, and upon the Direction of Holders as provided in Section 6.4 shall,
in accordance with such Lease Indenture vote the Lessor Notes issued thereunder
held in the Pass Through Trust to direct the Lease Indenture Trustee regarding
the exercise of remedies provided in such Lease Indenture and consistent with
the terms thereof.

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

                  Section 6.2. Incidents of Sale of Lessor Notes. Upon any sale
of all or any part of the Lessor Notes made either under the power of sale given
under this Pass



                                       28
<PAGE>   33

Through Trust Agreement or otherwise for the enforcement of this Pass Through
Trust Agreement, the following shall be applicable:

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

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

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

                  Section 6.3. Judicial Proceedings, Instituted by Pass Through
Trustee.

                  (a) Pass Through Trustee May Bring Suit. If there shall be a
failure to make payment of the principal of, premium, if any, or interest on any
Lessor Note, or if there shall be any failure to pay Rent (as defined in a
Lease) under the Lease related to any Lessor Note when due and payable, then the
Pass Through Trustee, in its own name, and as trustee of an express trust, as
holder of such Lessor Notes, shall be, to the extent permitted by and in
accordance with the terms of the Lessor Note Documents, entitled and empowered
to institute any suits, actions or proceedings at law, in equity or otherwise,
for the collection of the sums so due and unpaid on such Lessor Notes or under
such Lease and may prosecute any such claim or proceeding to judgment or final
decree with respect to the whole amount of any such sums so due and unpaid;
subject, however, to the limitations of liability set forth in the Lessor Notes
and the Lessor Note Documents.

                  (b) Pass Through Trustee May File Proofs of Claim; Appointment
of Pass Through Trustee as Attorney-in-Fact in Judicial Proceedings. The Pass
Through Trustee in its own name, or as trustee of an express trust, or as
attorney-in-fact for the Certificateholders, or in any one or more of such
capacities (irrespective of whether distributions on the Certificates shall then
be due and payable, or the payment of the principal on the Lessor Notes shall
then be due and payable, as therein expressed or by declaration or otherwise and
irrespective of whether the Pass Through Trustee shall have made any demand to
the Lease Indenture Trustee for the payment of overdue principal,



                                       29
<PAGE>   34

premium (if any) or interest on the Lessor Notes), shall, subject to the terms
of the Lessor Note Documents, be entitled and empowered to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Pass Through Trustee and of the Certificateholders
allowed in any receivership, insolvency, bankruptcy, liquidation, readjustment,
reorganization or any other judicial proceedings relative to the Company, any
Owner Lessor, any Lessor Manager or any Owner Participant, their respective
creditors or property. Subject to the terms of the Lessor Note Documents, any
receiver, assignee, trustee, liquidator or sequestrator (or similar official) in
any such judicial proceeding is hereby authorized by each Certificateholder to
make payments in respect of such claim to the Pass Through Trustee, and in the
event that the Pass Through Trustee shall consent to the making of such payments
directly to the Certificateholders, to pay to the Pass Through Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Pass Through Trustee, its agents and counsel. Subject to Section
6.4, nothing contained in this Pass Through Trust Agreement shall be deemed to
give to the Pass Through Trustee any right to accept or consent to any plan of
reorganization or otherwise by action of any character in any such proceeding to
waive or change in any way any right of any Certificateholder.

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

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

                  (2) the Pass Through Trustee shall not determine that the
         action so directed would be unjustly prejudicial to the
         Certificateholders not taking part in such direction,

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

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

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



                                       30
<PAGE>   35

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

                  (1) in the deposit of any Scheduled Payment or Special Payment
         under Section 4.1 or in the distribution of any payment under Section
         4.2 on the Certificates, or

                  (2) in the payment of the principal of, premium, if any, or
         interest on any Lessor Notes, or

                  (3) in respect of a covenant or provision hereof which under
         Article IX hereof

cannot be modified or amended without the consent of the Holder of each
Outstanding Certificate affected.

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

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

                  Section 6.6. Undertaking to Pay Court Costs. All parties to
this Pass Through Trust Agreement, and each Certificateholder by his acceptance
of a Certificate, shall be deemed to have agreed that any court may in its
discretion require, in any suit, action or proceeding for the enforcement of any
right or remedy under this Pass Through Trust Agreement, or in any suit, action
or proceeding against the Pass Through Trustee for any action taken or omitted
by it as Pass Through Trustee hereunder, the filing by any party litigant in
such suit, action or proceeding of an undertaking to pay the costs of such suit,
action or proceeding, and that such court may, in its discretion, assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, action



                                       31
<PAGE>   36

or proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of
this Section shall not apply to (a) any suit, action or proceeding instituted by
any Holder, or group of Holders, holding in the aggregate Certificates
evidencing Fractional Divided Interests aggregating more than 10% of the Pass
Through Trust, (b) any suit, action or proceeding instituted by any
Certificateholder for the enforcement of the distribution of payments pursuant
to Section 4.2 hereof on or after the respective due dates expressed herein or
(c) any suit, action or proceeding instituted by the Pass Through Trustee.

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

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

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

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

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

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

                  It is understood and intended that no one or more of the
Certificateholders shall have any right in any manner whatever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property or the lien of any Lease Indenture
on any property subject thereto, or the rights of the



                                       32
<PAGE>   37

Certificateholders or the holders of the Lessor Notes, (ii) obtain or seek to
obtain priority over or preference to any other such Holder or (iii) enforce any
right under this Pass Through Trust Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all the
Certificateholders subject to the provisions of this Pass Through Trust
Agreement.

                  Section 6.9. Remedies Cumulative. No remedy given hereunder to
the Pass Through Trustee or to any of the Certificateholders shall be exclusive
of any other remedy or remedies, and every such remedy shall be cumulative and
in addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.

                                   ARTICLE VII

                            THE PASS THROUGH TRUSTEE

                  Section 7.1. Certain Duties and Responsibilities.

                  (a) Prior to a Pass Through Event of Default of which a
Responsible Officer of the Pass Through Trustee has actual knowledge,

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

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

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

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

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



                                       33
<PAGE>   38

                  (1) this subsection shall not be construed to limit the effect
         of subsection (a) of this Section;

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

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

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

                  Section 7.2. Representations and Warranties; Notice of
Defaults.

                  (a) The representations and warranties of the Pass Through
Trustee set forth in Section 3.6 of each of the Participation Agreements are
remade and reconfirmed for the benefit of the Company and are incorporated
herein by reference thereto.

                  (b) The Pass Through Trustee shall give to the
Certificateholders, at any time that the Certificates shall be subject to the
Trust Indenture Act, in the manner and to the extent required by Section 313(c)
of the Trust Indenture Act, and to the Company, the Owner Lessor and the Lease
Indenture Trustee in accordance with Section 12.3, notice of all Pass Through
Defaults actually known to a Responsible Officer of the Pass Through Trustee
within 90 days after the occurrence thereof; provided, however, that, except in
the case of a Pass Through Default in the payment of the principal of, premium,
if any, or interest on any Lessor Note, the Pass Through Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Pass Through Trustee in good faith determine that the
withholding of such notice is in the interests of the Certificateholders.

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

                  (a) the Pass Through Trustee may conclusively rely and shall
be protected in acting or refraining from acting in reliance upon any Act,
Direction, resolution, certificate, statement, instrument, opinion, report,
notice, request, direction,



                                       34
<PAGE>   39

consent, order, bond, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;

                  (b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Request;

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

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

                  (e) the Pass Through Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Pass Through Trust
Agreement at the request or direction of any of the Certificateholders pursuant
to this Pass Through Trust Agreement, unless such Certificateholders shall have
offered to the Pass Through Trustee security or indemnity satisfactory to it
against the cost, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

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

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

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

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

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



                                       35
<PAGE>   40

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

                  (l) the Pass Through Trustee may act through agents or
attorneys and shall not be responsible for the misconduct or negligence of any
agent or attorney appointed with due care.

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

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

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

                  Section 7.7. Compensation Reimbursement and Indemnification.
The Company agrees:

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

                  (2) except as otherwise expressly provided herein, to
         reimburse, or cause to be reimbursed, the Pass Through Trustee upon its
         request for all reasonable out-of-pocket expenses, disbursements and
         advances incurred or made by the Pass Through Trustee in accordance
         with any provision of this Pass



                                       36
<PAGE>   41

         Through Trust Agreement (including the reasonable compensation and the
         expenses and disbursements of its agents and counsel), except any such
         expense, disbursement or advance as may be attributable to its gross
         negligence or willful misconduct.

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

                  Section 7.8. Corporate Trustee Required; Eligibility. There
shall at all times be a Pass Through Trustee hereunder which (a) shall be, at
any time that the Certificates shall be subject to the Trust Indenture Act, a
Person eligible to act as a trustee under Section 310(a) of the Trust Indenture
Act, (b) shall be a Person eligible to act as a trustee under Section 26(a)(1)
of the Investment Company Act of 1940, and (c) shall be a corporation organized
and doing business under the laws of the United States of America or of any
state, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $150,000,000, and subject to
supervision or examination by Federal or state authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Pass Through Trustee
shall cease to be eligible in accordance with the provisions of clause (a) of
this Section at a time when it is required to be so qualified, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

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

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



                                       37
<PAGE>   42

                  (c) The Pass Through Trustee may be removed at any time by Act
of the Holders holding Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Pass Through Trust
delivered to the Pass Through Trustee and to the Company, the Owner Lessor and
the Lease Indenture Trustee. If an instrument of acceptance by a successor Pass
Through Trustee shall not have been delivered to the Company, the Owner Lessor,
the Owner Participant and the Lease Indenture Trustee within 30 days after the
giving of such notice of removal, the resigning Pass Through Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Pass Through Trustee.

                  (d) If at any time:

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

                  (2) the Pass Through Trustee shall cease to be eligible under
         Section 7.8 and shall fail to resign after written request therefor by
         the Company (or, following the occurrence of a Lease Event of Default,
         the Owner Lessor) or by any such Certificateholder; or

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

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

                  (e) If a Responsible Officer of the Pass Through Trustee shall
obtain Actual Knowledge of an Avoidable Tax (as hereinafter defined) which has
been or is likely to be asserted, the Pass Through Trustee shall promptly notify
the Company and the Owner Lessor thereof and shall, within 30 days of such
notification, resign hereunder unless within such 30-day period the Pass Through
Trustee shall have received notice that the Company or the Owner Lessor has
agreed to pay such tax. The Company shall promptly appoint a successor Pass
Through Trustee in a jurisdiction where there are no Avoidable Taxes. As used
herein an Avoidable Tax means a state or local tax: (i) upon (w) the Pass
Through Trust, (x) the Trust Property, (y) Holders of the Certificates or (z)
the Pass Through Trustee for which the Pass Through Trustee is entitled to seek
reimbursement from the Trust Property, and (ii) that would be avoided if the
Pass



                                       38
<PAGE>   43

Through Trustee were located in another state, or jurisdiction within a state,
within the United States. A tax shall not be an Avoidable Tax if the Company or
the Owner Lessor shall agree to pay, and shall pay, such tax.

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

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

                  Section 7.10. Acceptance of Appointment by Successor. Every
successor Pass Through Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company, the Owner Lessor and to the retiring Pass Through
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Pass Through Trustee shall become effective and such
successor Pass Through Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Pass Through Trustee; but, on request of the Company (or, following the
occurrence and during the continuance of a Lease Event of Default, the Owner
Lessor) to the successor Pass Through Trustee, such retiring Pass Through
Trustee shall execute and deliver an instrument transferring to such successor
Pass Through Trustee all the rights, powers and trusts of the retiring Pass
Through Trustee and shall duly assign, transfer and deliver to such successor
Pass Through Trustee all property and money held by such retiring Pass Through
Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 7.7. Upon request of any such successor Pass Through Trustee, the
Company, the Owner Lessor, the retiring Pass Through Trustee and such successor
Pass Through Trustee shall execute and deliver any and all instruments
containing such provisions as shall be necessary or desirable to



                                       39
<PAGE>   44

transfer and confirm to, and for more fully and certainly vesting in, such
successor Pass Through Trustee all such rights, powers and trusts.

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

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

                  Section 7.12. Maintenance of Agencies(a). (a) There shall at
all times be maintained in the Borough of Manhattan, the City of New York, an
office or agency where Certificates may be presented or surrendered for
registration of transfer or for exchange, and for payment thereof and where
notices and demands to or upon the Pass Through Trustee in respect of the
Certificates or of this Pass Through Trust Agreement may be served. Such office
or agency shall be initially at 4 Albany Street, New York, New York 10006.
Written notice of the location of each such other office or agency and of any
change of location thereof shall be given by the Pass Through Trustee to the
Company, the Owner Lessor, the Owner Participant, the Lease Indenture Trustee
and the Certificateholders. In the event that no such office or agency shall be
maintained or no such notice of location or of change of location shall be
given, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Pass Through Trustee.

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

                  (c) Any corporation into which any Authorized Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any



                                       40
<PAGE>   45

merger, consolidation or conversion to which any Authorized Agent shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of any Authorized Agent, shall be the successor of such
Authorized Agent hereunder, if such successor corporation is otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the parties hereto or such Authorized Agent or such successor
corporation.

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

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

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

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



                                       41
<PAGE>   46

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

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

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

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

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

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



                                       42
<PAGE>   47

                  Section 7.16. Pass Through Trustee's Liens. The Pass Through
Trustee, in its individual capacity, agrees that it will at its own cost and
expense promptly take any action as may be necessary to duly discharge and
satisfy in full any mortgage, pledge, lien, charge, encumbrance, security
interest or claim on or with respect to the Trust Property which is either (i)
attributable to the Pass Through Trustee in its individual capacity and which is
unrelated to the transactions contemplated by this Pass Through Trust Agreement
or any Lessor Note Document, or (ii) which is attributable to the Pass Through
Trustee as trustee hereunder or in its individual capacity and which arise out
of acts or omissions which are prohibited by this Pass Through Trust Agreement.

                                  ARTICLE VIII

                      CERTIFICATEHOLDERS' LISTS AND REPORTS

                  Section 8.1. The Company to Furnish Pass Through Trustee with
Names and Addresses of Certificateholders. The Company will furnish to the Pass
Through Trustee within 15 days after each Record Date with respect to a
Scheduled Payment, and at such other times as the Pass Through Trustee may
request in writing, a list, in such form as the Pass Through Trustee may
reasonably require, of all information in the possession or control of the
Company as to the names and addresses of the Holders of Certificates, in each
case as of a date not more than 15 days prior to the time such list is
furnished; provided, however, that so long as the Pass Through Trustee is the
sole Registrar, no such list need be furnished; and provided, further, however,
that no such list need be furnished for so long as a copy of the Register is
being furnished to the Pass Through Trustee pursuant to Section 7.12(b).

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

                  Section 8.3. Records by the Company. The Company shall, at any
time that the Certificates shall be subject to the Trust Indenture Act, comply
with Section 314 of the Trust Indenture Act and shall file, furnish and deliver
the reports, information, documents, certificates and opinions required
thereunder, and, at any time that the Certificates shall be subject to the Trust
Indenture Act, acknowledges and agrees that, for purposes of Section 314 of the
Trust Indenture Act, the Company shall be considered to be the "obligor" upon
the Certificates. Without limiting the generality of the foregoing, at any time
that the Certificates shall be subject to the Trust Indenture Act, the Company
shall deliver to the Pass Through Trustee the annual certificate required under
clause (4) of Section 314(a) of the Trust Indenture Act within 120 days
following the end of each fiscal year of the Company ending after the date
hereof. The provisions of this Section shall not be construed to impose any
obligation or liability on the Company to pay any of



                                       43
<PAGE>   48

the principal, premium, if any, or interest in respect of the Lessor Notes or
the Certificates.

                  Section 8.4. Reports by the Pass Through Trustee. On or before
each May 15 of each year, beginning May 15, 2001, the Pass Through Trustee
shall, at any time that the Certificates shall be subject to the Trust Indenture
Act, transmit, in the manner and to the extent required by Section 313(c) of the
Trust Indenture Act, any report required by Section 313(a) of the Trust
Indenture Act to be transmitted by the Pass Through Trustee to the
Certificateholders.

                                   ARTICLE IX

                          SUPPLEMENTAL TRUST AGREEMENTS

                  Section 9.1. Supplemental Trust Agreement Without Consent of
Certificateholders. Without the consent of the Holder of any Certificates, the
Company may, and the Pass Through Trustee (subject to Section 9.3) shall, at any
time and from time to time enter into one or more agreements supplemental
hereto, in form satisfactory to the Pass Through Trustee, for any of the
following purposes:

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

                  (2) to add to or modify the covenants of the Company, for the
         protection of the Holders of the Certificates;

                  (3) to surrender any right or power herein conferred upon the
         Company;

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

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

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

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



                                       44
<PAGE>   49

         permitted by the Trust Indenture Act, excluding, however, the
         provisions referred to in Section 316(a)(2) of the Trust Indenture Act
         as in effect at the date as of which this instrument was executed or
         any corresponding provision in any similar Federal statute hereafter
         enacted; the interests of the Certificateholders;

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

                  (9) to add, eliminate, or change any provision under this Pass
         Through Trust Agreement that does not adversely affect the interests of
         the Holders of the Certificates;

provided that in each case such supplemental agreement does not cause the Pass
Through Trust to become taxable as an "association" within the meaning of
Treasury Regulation Section 301.7701-4 or to be taxable as other than a "fixed
investment trust" within the meaning of Treasury Regulation 301.7701-4(c).

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

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

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



                                       45
<PAGE>   50

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

                  (4) cause the Pass Through Trust to become taxable as an
         "association", within the meaning of Treasury Regulation Section
         301.7701-4 or to be taxable as other than a "fixed investment trust"
         within the meaning of Treasury Regulation 301.7701-4(c).

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

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

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

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

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



                                       46
<PAGE>   51

                                    ARTICLE X

                         AMENDMENTS TO LEASE INDENTURES
                         AND OTHER LESSOR NOTE DOCUMENTS

                  Section 10.1. Amendments and Supplements to Lease Indenture
and Other Lessor Note Documents. In the event that the Pass Through Trustee, as
holder of any Lessor Note in trust for the benefit of the Certificateholders,
receives a request for a consent to any amendment, modification, waiver or
supplement under any Lease Indenture or other Lessor Note Document that requires
the consent of the holder of such Lessor Note, the Pass Through Trustee shall
forthwith send a notice of such proposed amendment, modification, waiver or
supplement to each Certificateholder registered on the Register as of such date.
Any such notice shall describe the proposed amendment, modification, waiver or
supplement (or attach a copy thereof). The Pass Through Trustee shall request
from the Certificateholders Directions as to (i) whether or not to direct the
Lease Indenture Trustee to take or refrain from taking any action which a holder
of such Lessor Note has the option to direct, (ii) whether or not to give or
execute any waivers, consents, amendments, modifications or supplements as a
holder of such Lessor Note and (iii) how to vote any Lessor Note if a vote has
been called for with respect thereto. Any such request shall specify a date by
which Certificateholders are requested to respond. Provided such a request for
Certificateholder Direction shall have been made, in directing any action or
casting any vote or giving any consent as the holder of any Lessor Note, the
Pass Through Trustee shall vote or consent with respect to such Lessor Note in
the same proportion as if the Certificates were actually voted by Acts of
Holders delivered to the Pass Through Trustee prior to two Business Days before
the Pass Through Trustee directs such action or casts such vote or gives such
consent. Notwithstanding the foregoing, but subject to section 6.4, in the case
that a Pass Through Event of Default hereunder shall have occurred and be
continuing, the Pass Through Trustee may, in its own discretion and at its own
direction, consent and notify the Lease Indenture Trustee of such consent to any
amendment, modification, waiver or supplement under a Lease Indenture or other
Lessor Note Document.

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

                                   ARTICLE XI

                        TERMINATION OF PASS THROUGH TRUST

                  Section 11.1. Termination of the Pass Through Trust. The
respective obligations and responsibilities of the Company and the Pass Through
Trustee created hereby and the Pass Through Trust created hereby shall terminate
upon the distribution to all Certificateholders of all amounts required to be
distributed to them pursuant to this Pass Through Trust Agreement and the
disposition of all property held as part of the



                                       47
<PAGE>   52

Trust Property; provided, however, that if and to the extent that any of the
options, rights and privileges granted under this Pass Through Trust Agreement,
would, in the absence of the limitation imposed by this sentence, be invalid or
unenforceable as being in violation of the rule against perpetuities or any
other rule or law relating to the vesting of interest in property or the
suspension of the power of alienation of property, then it is agreed that
notwithstanding any other provision of this Pass Through Trust Agreement, such
options, rights and privileges, subject to the respective conditions hereof
governing the exercise of such options, rights and privileges, will be
exercisable only during (a) the longer of (i) a period which will end twenty-one
(21) years after the death of the last survivor of the descendants living on the
date of the execution of this Pass Through Trust Agreement of the following
Presidents of the United States: Franklin D. Roosevelt, Harry S. Truman, Dwight
D. Eisenhower, John F. Kennedy, Lyndon B. Johnson, Richard M. Nixon, Gerald R.
Ford, James E. Carter, Ronald W. Reagan, George H. W. Bush and William J.
Clinton or (ii) the period provided under the Uniform Statutory Rule Against
Perpetuities or (b) the specific applicable period of time expressed in this
Pass Through Trust Agreement, whichever of (a) or (b) is shorter.

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

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



                                       48
<PAGE>   53

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                  Section 12.1. Limitation on Rights of Certificateholders. The
death or incapacity of any Certificateholder shall not operate to terminate this
Pass Through Trust Agreement or the Pass Through Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Pass Through Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

                  Section 12.2. Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the Pass
Through Trust, the Fractional Undivided Interests represented by the
Certificates shall be nonassessable for any losses or expenses of the Pass
Through Trust or for any reason whatsoever, and Certificates upon authentication
thereof by the Pass Through Trustee pursuant to Section 3.2 are and shall be
deemed fully paid. No Certificateholder shall have any right (except as
expressly provided herein) to vote or in any manner otherwise control the
operation and management of the Trust Property, the Pass Through Trust
established hereunder, or the obligations of the parties hereto, nor shall
anything set forth herein, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association.

                  Section 12.3. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all communications and notices provided for
herein shall be in writing or by a telecommunications device capable of creating
a written record, and any such notice shall become effective (a) upon personal
delivery thereof, including, without limitation, by overnight mail or courier
service, (b) in the case of notice by United States mail, certified or
registered, postage prepaid, return receipt requested, upon receipt thereof, or
(c) in the case of notice by such a telecommunications device, upon transmission
thereof, provided such transmission is promptly confirmed by either of the
methods set forth in clauses (a) or (b) above, in each case addressed to each
party at the address for such party provided in Section 17.6 of the
Participation Agreement or at such other address as such party may from time to
time designate by written notice to each of the other parties hereto. A copy of
all notices provided for herein shall be sent by the party giving such notice to
each of the other parties hereto.

                  Section 12.4. Governing Law. THIS PASS THROUGH TRUST
AGREEMENT, THE CERTIFICATES AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER
AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

                  Section 12.5. Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Pass Through Trust
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions



                                       49
<PAGE>   54

or terms of this Pass Through Trust Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Pass Through Trust
Agreement or the Pass Through Trust, or of the Certificates or the rights of the
Holders thereof.

                  Section 12.6. Effect of Headings and Table of Contents. The
Article, Section and subsection headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

                  Section 12.7. Successors and Assigns. All covenants,
agreements, representations and warranties in this Pass Through Trust Agreement
by the Pass Through Trustee and the Company shall bind and, to the extent
permitted hereby, shall inure to the benefit of and be enforceable by their
respective successors and assigns, whether so expressed or not.

                  Section 12.8. Benefits of Pass Through Trust Agreement.
Nothing in this Pass Through Trust Agreement or in the Certificates, express or
implied, shall give to any person, other than the Company, the Pass Through
Trustee, the Owner Lessor and the Lease Indenture Trustee, and their respective
successors, and the Holders of Certificates, any benefit or any legal or
equitable right, remedy or claim under this Pass Through Trust Agreement.

                  Section 12.9. Legal Holidays. In any case where any
Distribution Date or Special Distribution. Date relating to any Certificate
shall not be a Business Day, then (notwithstanding any other provision of this
Pass Through Trust Agreement) payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such Distribution Date or Special Distribution Date and (provided that
such payment is made on such next succeeding Business Day) no interest shall
accrue during the intervening period.

                  Section 12.10. Counterparts. For the purpose of facilitating
the execution of this Pass Through Trust Agreement and for other purposes, this
Pass Through Trust Agreement may be executed simultaneously in any number of
counterparts and by the separate parties hereto on separate counterparts, each
of which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same instrument.



                                       50
<PAGE>   55

                  IN WITNESS WHEREOF, the Company and the Pass Through Trustee
have caused this Pass Through Trust Agreement to be duly executed by their
respective officers and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.

                                       RELIANT ENERGY MID-ATLANTIC POWER
                                       HOLDINGS, LLC


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




                                       BANKERS TRUST COMPANY,
                                       As Pass Through Trustee


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



                                       51
<PAGE>   56

                                                                       EXHIBIT A

                               FORM OF CERTIFICATE

               [LEGEND IF CERTIFICATE IS A RESTRICTED CERTIFICATE]

[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, RESOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A)
TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT 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" AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO
OR FOR REOFFER OR RESALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY AND THE
PASS THROUGH TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,



                                      A-1
<PAGE>   57

CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND FURTHER
SUBJECT, IN THE CASES OF CLAUSES (A), (B), (C), (E) AND (F), TO COMPLIANCE WITH
THE APPLICABLE STATE SECURITIES LAWS. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

[OR IF REGULATION S GLOBAL CERTIFICATES:]

[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S.
PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, 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 ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S AND THE PASS THROUGH TRUSTEE'S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR



                                      A-2
<PAGE>   58

OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND IN THE CASE OF THE FOREGOING
CLAUSE (E), A CERTIFICATE OF TRANSFER (A FORM OF WHICH MAY BE OBTAINED FROM THE
COMPANY OR THE PASS THROUGH TRUSTEE) COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE COMPANY AND THE PASSTHROUGH TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40
CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH
THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. 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.]



                 Reliant Energy Mid-Atlantic Power Holdings, LLC
                           SERIES A PASS THROUGH TRUST

                    8.554% Series A Pass Through Certificate


                                     CUSIP:

                      Final Distribution Date: July 2, 2005

                  evidencing a fractional undivided interest in a trust, the
                  property of which includes certain notes secured by certain
                  property leased to Reliant Energy Mid-Atlantic Power Holdings,
                  LLC.

Certificate No.                           $_______ Fractional Undivided Interest

                  THIS CERTIFIES THAT ____________________ for value received,
is the registered owner of a $___________ (___________________) ( _________
dollars) Fractional Undivided Interest in the Reliant Energy Mid-Atlantic Power
Holdings, LLC-Series A Pass Through Trust (the "Pass Through Trust") created
pursuant to a Pass Through Trust Agreement dated as of August 24, 2000 (the
"Agreement") between Bankers Trust Company, as trustee (the "Pass Through
Trustee") and Reliant Energy Mid-Atlantic Power Holdings, LLC, a limited
liability company incorporated under Delaware law (the "Company"), a summary of
certain of the pertinent provisions of which is set forth below. To the extent
not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Agreement. This Certificate is one of the duly
authorized Certificates designated as "8.554% Series A Pass Through
Certificates" (herein called the "Certificates"). This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. The property of the Pass
Through Trust includes certain Lessor Notes



                                      A-3
<PAGE>   59

(the "Trust Property"). The Lessor Notes are secured by a security interest in
the Facility, and liability thereunder is limited to the income and proceeds of
such security.

                  Subject to and in accordance with the terms of the Agreement,
from funds then available to the Pass Through Trustee, there will be distributed
on each January 2 and July 2 (a "Distribution Date"), commencing on January 2,
2001, to the person in whose name this Certificate is registered at the close of
business on the day of the month which is 15 days preceding the Distribution
Date, an amount in respect of the Scheduled Payments on the Lessor Notes due on
such Distribution Date, the receipt of which has been confirmed by the Pass
Through Trustee, equal to the product of the percentage interest in the Pass
Through Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement, in the event that Special Payments on the Lessor Notes are received
by the Pass Through Trustee, from funds then available to the Pass Through
Trustee, there shall be distributed on the applicable Special Distribution Date,
to the Person in whose name this certificate is registered at the close of
business on the day of the month which is 15 days preceding the Special
Distribution Date, an amount in respect of such Special Payments on the Lessor
Notes, the receipt of which has been confirmed by the Pass Through Trustee,
equal to the product of the percentage interest in the Pass Through Trust
evidenced by this Certificate and an amount equal to the sum of such Special
Payments so received. The Special Distribution Date shall be determined as
provided in the Agreement. If a Distribution Date or Special Distribution Date
is not a Business Day, distribution shall be made on the immediately following
Business Day. The Pass Through Trustee shall mail notice of each Special Payment
and the Special Distribution Date therefor to the Holders of the Certificates.

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

                  [Unless this certificate is presented by an authorized
representative of DTC to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE



                                      A-4
<PAGE>   60

BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede
& Co., has an interest herein.](1)

                  Each Person who acquires or accepts this Certificate or an
interest herein will be deemed by such acquisition or acceptance to have
represented and warranted that either: (i) no Plan assets have been used to
purchase this Certificate or an interest herein or (ii) the purchase and holding
of this Certificate or interest herein are exempt from the prohibited
transaction restrictions of ERISA and the Code pursuant to one or more
prohibited transaction statutory or administrative exemptions.

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

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

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

                  IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Certificate to be duly executed.

                                       RELIANT ENERGY MID-ATLANTIC POWER
                                       HOLDINGS, LLC-
                                       SERIES A PASS THROUGH TRUST


                                       By: Bankers Trust Company, as Pass
                                           Through Trustee


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



----------
(1) This legend to appear on Book-Entry Certificates to be deposited with the
Depository Trust Company.



                                      A-5
<PAGE>   61

                            [Reverse Of Certificate]

                  The Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company, the Owner Lessor,
the Owner Participant, the Equity Investor, the Equity Subsidiary, the Equity
Subsidiary Holding Company, the Pass Through Trust Company or the Pass Through
Trustee or any affiliate thereof. The Certificates are limited in right of
payment, all as more specifically set forth in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Pass Through Trustee
shall have received sufficient income or proceeds from the Trust Property to
make such payments in accordance with the terms of the Agreement. Each Holder of
this Certificate, by its acceptance hereof, agrees that it will look solely to
the income and proceeds from the Trust Property to the extent available for
distribution to such Holder as provided in the Agreement. This Certificate does
nor purport to summarize the Agreement and reference is made to the Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby. A copy of the Agreement may be examined
during normal business hours at the principal office of the Pass Through
Trustee, and at such other places, if any, designated by the Pass Through
Trustee, by any Certificateholder upon request.

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

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

                  The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $100,000 Fractional Undivided
Interest and any integral multiples of $1,000 in excess thereof. As provided in
the Agreement and subject



                                      A-6
<PAGE>   62

to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Pass Through Trust, as requested by the
Holder surrendering the same.

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

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

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



                                      A-7
<PAGE>   63

                                                                       EXHIBIT B

                       FORM OF THE PASS THROUGH TRUSTEE'S
                          CERTIFICATE OF AUTHENTICATION

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

                                       Bankers Trust Company, as Pass Through
                                       Trustee


                                       By:
                                          --------------------------------------
                                                   Authorized Officer



                                       B-1
<PAGE>   64

                                                                       EXHIBIT C

                    FORM OF EXCHANGE AND TRANSFER CERTIFICATE

                                   CERTIFICATE

                RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC-
                           SERIES A PASS THROUGH TRUST

               8.554% SERIES A PASS THROUGH CERTIFICATES DUE 2005

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

<TABLE>
<S>                                       <C>
[ ]  Transfer to Reliant Energy           [ ]  Transfer outside the United States
     Mid-Atlantic Power Holdings,              in compliance with Rule 904 of the
     LLC-Series A Pass Through Trust           Securities Act.

[ ]  Transfer inside the United States    [ ]  Transfer inside the United States
     to a "qualified institutional             (i) to an Institutional Accredited
     buyer" (as defined in Rule 144A           Investor that has previously
     under the Securities Act of 1933,         furnished to the Pass Through Trustee
     as amended (the "Securities Act")         a signed letter containing certain
     in reliance on Rule 144A.                 representations and agreements
                                               relating to restrictions on transfer
                                               and (ii) by a Holder that has
                                               previously furnished the Company and
                                               the Transfer Agent with such
                                               certifications, legal opinions or
                                               other information requested to confirm
                                               that such transfer is being made
                                               pursuant to an exemption from, or in a
                                               transaction not subject to, the
                                               registration requirements of the
                                               Securities Act.

[ ]  Transfer pursuant to an exemption    [ ]  Transfer in reliance and in
     from registration in accordance           compliance with an exemption from
     with Regulation S under the               registration requirements of the
     Securities Act.                           Securities Act, other than Rule 144A
                                               or Regulation S under the Securities
                                               Act.
</TABLE>


                                               [Name of Holder]



Dated:           ,    (2)
       ----------  ---                         ---------------------------------



----------
(2) To be dated the date of presentation or surrender.


                                      C-1
<PAGE>   65

                                                                       EXHIBIT D

                           FORM OF PURCHASE LETTER FOR
                       INSTITUTIONAL ACCREDITED INVESTORS



Chase Securities Inc.
Bane of America Securities LLC
Salomon Smith Barney Inc.
ABN AMRO Incorporated
Banc One Capital Markets, Inc.
     as Initial Purchasers in connection
     with the Offering Circular referred
     to below
c/o Chase Securities Inc.
270 Park Avenue
New York, NY 10017

Ladies and Gentlemen:

                  In connection with our proposed purchase of Pass Through
Certificates (the "Certificates") evidencing a fractional undivided interest in
a trust, the property of which consists of certain notes secured by certain
property leased to Reliant Energy Mid-Atlantic Power Holdings, LLC ("REMA"), we
confirm that:

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

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

                  3. We understand that the offer and sale of the Certificates
         has not been registered under the Securities Act, and that the
         Certificates may not be offered or sold except as permitted in the
         following sentence. We agree, on our own behalf and on behalf of any
         accounts for which we are acting as hereinafter stated, that if we
         should sell any Certificates within the time period referred to in Rule
         144(k) of the Securities Act, we will do so only (A) to REMA or any



                                      D-1
<PAGE>   66

         subsidiary thereof, (B) in accordance with Rule 144A under the
         Securities Act to a "qualified institutional buyer" (as defined
         therein), (C) to an institutional "accredited investor" (as defined
         below) that, prior to such transfer, furnishes to the Pass Through
         Trustee a signed letter containing certain representations and
         agreements relating to the restrictions on transfer of the Certificates
         (the form of which letter can be obtained from the Pass Through
         Trustee), (D) outside the United States in accordance with Rule 904 of
         Regulation S under the Securities Act, (E) pursuant to the exemption
         from registration provided by Rule 144 under the Securities Act (if
         available) or (F) pursuant to an effective registration statement under
         the Securities Act, and we further agree to provide to any person
         purchasing any of the Certificates from us a notice advising such
         purchaser that resales of the Certificates are restricted as stated
         herein.

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

                  5. We are acquiring the Certificates purchased by us in a
         minimum purchase price of not less than $250,000 for our own account or
         for one or more accounts (each of which is an institutional "accredited
         investor") as to each of which we exercise sole investment discretion.

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

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

                                       Very truly yours,



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


Date:



                                      D-2