<PAGE>   1
                                                                     Exhibit 4.1


                                                                  Execution Copy




                           COLSTRIP PASS THROUGH TRUST

                                  $338,000,000
                       Pass Through Certificates due 2020


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                                                            July 20, 2000

CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
UBS WARBURG LLC
TD SECURITIES (USA) INC.
c/o Chase Securities Inc.
270 Park Avenue, 8th floor
New York, New York  10017

Ladies and Gentlemen:

            The Colstrip 2000 Pass Through Trust (the "Trust"), a newly
formed trust created by PPL Montana, LLC, a Delaware limited liability
company (the "Company"), proposes to issue and sell to Chase Securities Inc.
("CSI"), Credit Suisse First Boston Corporation, UBS Warburg LLC and TD
Securities (USA) Inc. (collectively, the "Initial Purchasers"), upon the
terms and subject to the conditions set forth in a purchase agreement dated
July 13, 2000 (the "Purchase Agreement"), $338,000,000 aggregate principal
amount of Pass Through Certificates due 2020 (the "Certificates").  The
Certificates will be issued pursuant to a Pass Through Trust Agreement to be
dated as of July 20, 2000 (the "Pass Through Trust Agreement") between the
Company and The Chase Manhattan Bank, as trustee (the "Pass Through
Trustee").  The assets of the Trust will consist solely of notes (the "Lessor
Notes") to be issued by four owner lessors (the "Owner Lessors"), each
pursuant to an indenture (collectively, the "Lease Indentures") between an
Owner Lessor and The Chase Manhattan Bank, as trustee (the "Lease Indenture
Trustee"), in connection with the related sale-leaseback transaction
(collectively, the "Lease Transactions").  Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Purchase
Agreement.

            As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Company agrees with the Initial Purchasers,
for the benefit of the holders (including the Initial Purchasers) of the
Certificates, the Exchange Certificates (as defined herein) and the Private
Exchange Certificates (as defined herein) (collectively, the "Holders"), as
follows:
<PAGE>   2
            1.    Registered Exchange Offer.

            The Company shall:

            (a) prepare and, not later than 90 days following the date of
      original issuance of the Certificates (the "Issue Date"), file with the
      Commission a registration statement (the "Exchange Offer Registration
      Statement") on an appropriate form under the Securities Act with respect
      to a proposed offer to the Holders of the Certificates (the "Registered
      Exchange Offer") to issue and deliver to such Holders, in exchange for the
      Certificates, a like aggregate principal amount of certificates of the
      Trust (the "Exchange Certificates") that are identical in all material
      respects to the Certificates, except for the transfer restrictions
      relating to the Certificates;

            (b) use its reasonable best efforts to cause the Exchange Offer
      Registration Statement to become effective under the Securities Act no
      later than 240 days after the Issue Date and the Registered Exchange Offer
      to be consummated no later than 270 days after the Issue Date; and

            (c) keep the Exchange Offer Registration Statement effective for not
      less than 30 days (or longer, if required by applicable law) after the
      date on which notice of the Registered Exchange Offer is mailed to the
      Holders (such period being called the "Exchange Offer Registration
      Period").

            The Exchange Certificates will be issued under the Pass Through
Trust Agreement or a pass through trust agreement (the "Exchange Certificates
Pass Through Trust Agreement") between the Company and the Pass Through Trustee
or such other bank or trust company that is reasonably satisfactory to the
Initial Purchasers, as trustee (the "Exchange Certificates Pass Through
Trustee"), such pass through trust agreement to be identical in all material
respects to the Pass Through Trust Agreement, except for the transfer
restrictions relating to the Certificates (as described above).

            Upon the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Certificates for Exchange Certificates (i) to make such exchange
(assuming that such Holder (A) is not an affiliate of the Company or an
Exchanging Dealer (as defined herein) not complying with the requirements of the
next sentence, (B) is not an Initial Purchaser holding Certificates that have,
or that are reasonably likely to have, the status of an unsold allotment in an
initial distribution, (C) acquires the Exchange Certificates in the ordinary
course of such Holder's business and (D) has no arrangements or understandings
with any person to participate in the distribution of the Exchange Certificates)
and (ii) to trade such Exchange Certificates from and after their receipt
without any limitations or restrictions under the Securities Act and without
material restrictions under the securities laws of the several states of the
United States. The Company, the Initial Purchasers and each Holder that is a
broker-dealer electing to exchange Certificates, acquired for its own account as
a result of market-making activities or other trading activities, for


                                      -2-
<PAGE>   3
Exchange Securities (an "Exchanging Dealer") acknowledge that, pursuant to
current interpretations by the Commission's staff of Section 5 of the Securities
Act, each Exchanging Dealer is required to deliver a prospectus containing
substantially the information set forth in Annex A hereto on the cover of such
prospectus, in Annex B hereto in the "Exchange Offer Procedures" section of such
prospectus and the "Purpose of the Exchange Offer" section of such prospectus
and in Annex C hereto in the "Plan of Distribution" section of such prospectus
in connection with a sale of any such Exchange Certificates received by such
Exchanging Dealer pursuant to the Registered Exchange Offer.

            If, prior to the consummation of the Registered Exchange Offer, any
Holder holds any Certificates acquired by it that have, or that are reasonably
likely to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Registered
Exchange Offer, the Company shall, upon the request of any such Holder,
simultaneously with the delivery of the Exchange Certificates in the Registered
Exchange Offer, issue and deliver to any such Holder, in exchange for the
Certificates held by such Holder, a like aggregate principal amount of
certificates of the Trust (the "Private Exchange Certificates") that are
identical in all material respects to the Exchange Certificates, except for the
transfer restrictions relating to such Private Exchange Certificates (the
"Private Exchange"). The Private Exchange Certificates will be issued under the
same pass through trust agreement as the Exchange Certificates, and the Company
shall use its reasonable best efforts to cause the Private Exchange Certificates
to bear the same CUSIP number as the Exchange Certificates.

            In connection with the Registered Exchange Offer, the Company shall:

            (1) mail to each Holder a copy of the prospectus forming part of the
      Exchange Offer Registration Statement, together with an appropriate letter
      of transmittal and related documents;

            (2) keep the Registered Exchange Offer open for not less than 30
      days (or longer, if required by applicable law) after the date on which
      notice of the Registered Exchange Offer is mailed to the Holders;

            (3) utilize the services of a depositary for the Registered Exchange
      Offer with an address in the Borough of Manhattan, The City of New York;

            (4) permit Holders to withdraw tendered Certificates at any time
      prior to the close of business, New York City time, on the last business
      day on which the Registered Exchange Offer shall remain open; and

            (5) otherwise comply in all respects with all laws that are
      applicable to the Registered Exchange Offer.

            As soon as practicable after the close of the Registered Exchange
Offer and any Private Exchange, as the case may be, the Company shall:


                                      -3-
<PAGE>   4
            (a) accept for exchange all Certificates tendered and not validly
      withdrawn pursuant to the Registered Exchange Offer and the Private
      Exchange;

            (b) deliver to the Pass Through Trustee for cancellation all
      Certificates so accepted for exchange; and

            (c) cause the Pass Through Trustee or the Exchange Pass Through
      Trustee, as the case may be, promptly to authenticate and deliver to each
      Holder, Exchange Certificates or Private Exchange Certificates, as the
      case may be, equal in principal amount to the Certificates of such Holder
      so accepted for exchange.

            The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Certificates; provided that (i) in the case
where such prospectus and any amendment or supplement thereto must be delivered
by an Exchanging Dealer, such period shall be the lesser of 180 days and the
date on which all Exchanging Dealers have sold all Exchange Certificates held by
them and (ii) the Company shall make such prospectus and any amendment or
supplement thereto available to any broker-dealer upon request for use in
connection with any resale of any Exchange Certificates for a period of not less
than 90 days after the consummation of the Registered Exchange Offer.

            The Pass Through Trust Agreement or the Exchange Certificates Pass
Through Trust Agreement, as the case may be, shall provide that the
Certificates, the Exchange Certificates and the Private Exchange Certificates
shall vote and consent together on all matters as one class and that none of the
Certificates, the Exchange Certificates or the Private Exchange Certificates
will have the right to vote or consent as a separate class on any matter.

            Distributions on each Exchange Certificate and Private Exchange
Certificate issued pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last distribution date on which a distribution was
made on the Certificates surrendered in exchange therefor or, if no
distributions have been made on the Certificates, from the Issue Date.

            Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Certificates received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Certificates or the Exchange Certificates within the meaning
of the Securities Act and (iii) such Holder is not an affiliate of the Company
or, if it is such an affiliate, such Holder will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable.

            Notwithstanding any other provisions hereof, the Company will ensure
that:


                                      -4-
<PAGE>   5
            (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto
complies in all material respects with the Securities Act and the rules and
regulations of the Commission thereunder;

            (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and

            (iii) any prospectus forming part of any Exchange Offer Registration
Statement, and any supplement to such prospectus, does not, as of the
consummation of the Registered Exchange Offer, include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

            2.    Shelf Registration.

            If (i) the Company is not permitted to effect the Registered
Exchange Offer as contemplated by Section 1 hereof because of any change in law
or applicable interpretations thereof by the Commission's staff, or (ii) any
Certificates validly tendered pursuant to the Registered Exchange Offer are not
exchanged for Exchange Certificates within 270 days after the Issue Date, or
(iii) any Initial Purchaser so requests with respect to Certificates or Private
Exchange Certificates not eligible to be exchanged for Exchange Certificates in
the Registered Exchange Offer and held by it following the consummation of the
Registered Exchange Offer, or (iv) any applicable law or interpretations thereof
do not permit any Holder (including any Initial Purchaser) to participate in the
Registered Exchange Offer, or (v) any Holder that participates in the Registered
Exchange Offer does not receive freely transferable Exchange Certificates in
exchange for tendered Certificates, or (vi) the Company so elects, then the
following provisions shall apply:

            (a) The Company shall use its reasonable best efforts to file as
      promptly as practicable (but in no event more than 60 days after so
      required or requested pursuant to this Section 2) with the Commission, and
      thereafter shall use its reasonable best efforts to cause to be declared
      effective, a shelf registration statement on an appropriate form under the
      Securities Act relating to the offer and sale of the Transfer Restricted
      Certificates (as defined below) by the Holders thereof from time to time
      in accordance with the methods of distribution set forth in such
      registration statement (hereafter, a "Shelf Registration Statement" and,
      together with any Exchange Offer Registration Statement, a "Registration
      Statement").

            (b) The Company shall use its reasonable best efforts to keep the
      Shelf Registration Statement continuously effective in order to permit the
      prospectus forming part thereof to be used by Holders of Transfer
      Restricted Certificates for a period ending on the earlier of (i) two
      years from the Issue Date or such shorter period that will terminate when
      all the Transfer Restricted Certificates covered by the Shelf Registration


                                      -5-
<PAGE>   6
      Statement have been sold pursuant thereto and (ii) the date on which the
      Certificates become eligible for resale by such Holders without volume
      restrictions pursuant to Rule 144 under the Securities Act (in any such
      case, such period being called the "Shelf Registration Period"). The
      Company shall be deemed not to have used its reasonable best efforts to
      keep the Shelf Registration Statement effective during the requisite
      period if it voluntarily takes any action that would result in Holders of
      Transfer Restricted Certificates covered thereby not being able to offer
      and sell such Transfer Restricted Certificates during that period, unless
      such action is required by applicable law.

            (c) Notwithstanding any other provisions hereof, the Company will
      ensure that:

                  (i) any Shelf Registration Statement and any amendment thereto
            and any prospectus forming part thereof and any supplement thereto
            complies in all material respects with the Securities Act and the
            rules and regulations of the Commission thereunder;

                  (ii) any Shelf Registration Statement and any amendment
            thereto (in either case, other than with respect to information
            included therein in reliance upon or in conformity with written
            information furnished to the Company by or on behalf of any Holder
            specifically for use therein (the "Holders' Information")) does not
            contain an untrue statement of a material fact or omit to state a
            material fact required to be stated therein or necessary to make the
            statements therein not misleading; and

                  (iii) any prospectus forming part of any Shelf Registration
            Statement, and any supplement to such prospectus (in either case,
            other than with respect to Holders' Information), does not include
            an untrue statement of a material fact or omit to state a material
            fact necessary in order to make the statements therein, in the light
            of the circumstances under which they were made, not misleading.

            3.    Liquidated Damages.

            (a) The parties hereto agree that the Holders of Transfer Restricted
      Certificates will suffer damages if the Company fails to fulfill its
      obligations under Section 1 or Section 2, as applicable, and that it would
      not be feasible to ascertain the extent of such damages. Accordingly, if:

                  (i) the Exchange Offer Registration Statement or the Shelf
            Registration Statement, as the case may be, is not declared
            effective within 240 days after the Issue Date (or (A) in the case
            of a Shelf Registration Statement required to be filed in response
            to a change in law or the applicable interpretations of Commission's
            staff, if later, within 60 days after publication of the change in
            law or interpretation or (B) in the case of a Shelf Registration
            Statement required to be filed in response to the request of any
            Initial Purchaser with respect to Certificates or Private Exchange
            Certificates not eligible to be exchanged for


                                      -6-
<PAGE>   7
            Exchange Certificates in the Registered Exchange Offer and held by
            it following the consummation of the Registered Exchange Offer, if
            later, within 60 days of the date of such request);

                  (ii) the Registered Exchange Offer is not consummated on or
            prior to 270 days after the Issue Date; or

                  (iii) the Shelf Registration Statement is filed and declared
            effective within 270 days after the Issue Date (or (A) in the case
            of a Shelf Registration Statement required to be filed in response
            to a change in law or the applicable interpretations of Commission's
            staff, if later, within 60 days after publication of the change in
            law or interpretation or (B) in the case of a Shelf Registration
            Statement required to be filed in response to the request of any
            Initial Purchaser with respect to Certificates or Private Exchange
            Certificates not eligible to be exchanged for Exchange Certificates
            in the Registered Exchange Offer and held by it following the
            consummation of the Registered Exchange Offer, if later, within 60
            days of the date of such request) but shall thereafter cease to be
            effective (at any time that the Company is obligated to maintain the
            effectiveness thereof) without being succeeded within 45 days by an
            additional Registration Statement filed and declared effective;

      (each such event referred to in clauses (i) through (iii), a "Registration
      Default"), the Company will be obligated to pay liquidated damages to the
      Holders of Transfer Restricted Certificates, during the period of one or
      more such Registration Defaults, in an amount equal to 0.50% per annum
      accrued on the outstanding principal amount of the Lessor Notes until:

            (A) the Exchange Offer Registration Statement is declared effective
            and the Registered Exchange Offer is consummated;

            (B) the Shelf Registration Statement is declared effective; or

            (C) the Shelf Registration Statement again becomes effective, as the
            case may be.

      Following the cure of all Registration Defaults, the accrual of liquidated
      damages will cease.

      As used herein, the term "Transfer Restricted Certificates" means (i)
      each Certificate until the date on which such Certificate has been
      exchanged for a freely transferable Exchange Certificate in the
      Registered Exchange Offer, (ii) each Certificate or Private Exchange
      Certificate until the date on which it has been effectively registered
      under the Securities Act and disposed of in accordance with the Shelf
      Registration Statement or (iii) each Certificate or Private Exchange
      Certificate until the date on which it is distributed to the public
      pursuant to Rule 144 under the Securities Act or is saleable pursuant
      to Rule 144(k) under the Securities Act.


                                      -7-
<PAGE>   8
      Notwithstanding anything to the contrary in this Section 3(a), the
      Company shall not be required to pay liquidated damages to a Holder of
      Transfer Restricted Certificates if such Holder failed to comply with
      its obligations to make the representations set forth in the second to
      last paragraph of Section 1 or failed to provide the information
      required to be provided by it, if any, pursuant to Section 4(n).

            (b) The Company shall notify the Pass Through Trustee and the Paying
      Agent under the Pass Through Trust Agreement immediately upon the
      happening of each and every Registration Default. The Company shall pay
      the liquidated damages due on the Transfer Restricted Certificates by
      depositing with the Paying Agent (which may not be the Company for these
      purposes), in trust, for the benefit of the Holders thereof, prior to
      10:00 a.m., New York City time, on the next distribution date specified by
      the Pass Through Trust Agreement and the Certificates, sums sufficient to
      pay the liquidated damages then due. The liquidated damages due shall be
      payable on each distribution date specified by the Pass Through Trust
      Agreement and the Certificates to the record holder entitled to receive
      the distribution to be made on such date. Each obligation to pay
      liquidated damages shall be deemed to accrue from and including the date
      of the applicable Registration Default.

            (c) The parties hereto agree that the liquidated damages provided
      for in this Section 3 constitute a reasonable estimate of and are intended
      to constitute the sole damages that will be suffered by Holders of
      Transfer Restricted Certificates by reason of the failure of:

                  (i) the Shelf Registration Statement to remain effective; or

                  (ii) the Exchange Offer Registration Statement to be declared
            effective and the Registered Exchange Offer to be consummated, in
            each case to the extent required by this Agreement.

            4.    Registration Procedures.

            In connection with any Registration Statement, the following
provisions shall apply:

            (a) The Company shall (i) furnish to each Initial Purchaser, prior
      to the filing thereof with the Commission, a copy of the Registration
      Statement and each amendment thereof and each supplement, if any, to the
      prospectus included therein and shall use its reasonable best efforts to
      reflect in each such document, when so filed with the Commission, such
      comments as any Initial Purchaser may reasonably propose; (ii) include the
      information set forth in Annex A hereto on the cover of the prospectus, in
      Annex B hereto in the "Exchange Offer Procedures" section of the
      prospectus and the "Purpose of the Exchange Offer" section of the
      prospectus and in Annex C hereto in the "Plan of Distribution" section of
      the prospectus forming a part of the Exchange Offer Registration
      Statement, and include the information set forth in Annex D hereto in the


                                      -8-
<PAGE>   9
      Letter of Transmittal delivered pursuant to the Registered Exchange Offer;
      and (iii) if requested by any Initial Purchaser, include the information
      required by Items 507 or 508 of Regulation S-K, as applicable, in the
      prospectus forming a part of the Exchange Offer Registration Statement.

            (b) The Company shall advise each Initial Purchaser, each Exchanging
      Dealer and the Holders (if applicable) and, if requested by any such
      person, confirm such advice in writing (which advice pursuant to clauses
      (ii) through (v) hereof shall be accompanied by an instruction to suspend
      the use of the prospectus until the requisite changes have been made):

                  (i) when any Registration Statement and any amendment thereto
            has been filed with the Commission and when such Registration
            Statement or any post-effective amendment thereto has become
            effective;

                  (ii) of any request by the Commission for amendments or
            supplements to any Registration Statement or the prospectus included
            therein or for additional information;

                  (iii) of the issuance by the Commission of any stop order
            suspending the effectiveness of any Registration Statement or the
            initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Company of any notification with
            respect to the suspension of the qualification of the Certificates
            the Exchange Certificates or the Private Exchange Certificates for
            sale in any jurisdiction or the initiation or threatening of any
            proceeding for such purpose; and

                  (v) of the happening of any event that requires the making of
            any changes in any Registration Statement or the prospectus included
            therein in order that the statements therein are not misleading and
            do not omit to state a material fact required to be stated therein
            or necessary to make the statements therein not misleading.

            (c) The Company will make every reasonable effort to obtain the
      withdrawal at the earliest possible time of any order suspending the
      effectiveness of any Registration Statement.

            (d) The Company will furnish to each Holder of Transfer Restricted
      Certificates included within the coverage of any Shelf Registration
      Statement, without charge, at least one conformed copy of such Shelf
      Registration Statement and any post-effective amendment thereto, including
      financial statements and schedules and, if any such Holder so requests in
      writing, all exhibits thereto (including those, if any, incorporated by
      reference).


                                      -9-
<PAGE>   10
            (e) The Company will, during the Shelf Registration Period, promptly
      deliver to each Holder of Transfer Restricted Certificates included within
      the coverage of any Shelf Registration Statement, without charge, as many
      copies of the prospectus (including each preliminary prospectus) included
      in such Shelf Registration Statement and any amendment or supplement
      thereto as such Holder may reasonably request. The Company consents to the
      use of such prospectus or any amendment or supplement thereto by each of
      the selling Holders of Transfer Restricted Certificates in connection with
      the offer and sale of the Transfer Restricted Certificates covered by such
      prospectus or any amendment or supplement thereto.

            (f) The Company will furnish to each Initial Purchaser and each
      Exchanging Dealer, and to any other Holder who so requests, without
      charge, at least one conformed copy of the Exchange Offer Registration
      Statement and any post-effective amendment thereto, including financial
      statements and schedules and, if any Initial Purchaser or Exchanging
      Dealer or any such Holder so requests in writing, all exhibits thereto
      (including those, if any, incorporated by reference).

            (g) The Company will, during the Exchange Offer Registration Period
      or the Shelf Registration Period, as applicable, promptly deliver to each
      Initial Purchaser, each Exchanging Dealer and such other persons that are
      required to deliver a prospectus following the Registered Exchange Offer,
      without charge, as many copies of the final prospectus included in the
      Exchange Offer Registration Statement or the Shelf Registration Statement
      and any amendment or supplement thereto as such Initial Purchaser,
      Exchanging Dealer or other persons may reasonably request; and the Company
      consents to the use of such prospectus or any amendment or supplement
      thereto by any such Initial Purchaser, Exchanging Dealer or other persons,
      as applicable, as aforesaid.

            (h) Prior to the effective date of any Registration Statement, the
      Company will use its reasonable best efforts to register or qualify, or
      cooperate with the Holders of Certificates, Exchange Certificates or
      Private Exchange Certificates included therein and their respective
      counsel in connection with the registration or qualification of, such
      Certificates, Exchange Certificates or Private Exchange Certificates for
      offer and sale under the securities or blue sky laws of such jurisdictions
      as any such Holder reasonably requests in writing and do any and all other
      acts or things necessary or advisable to enable the offer and sale in such
      jurisdictions of the Certificates, Exchange Certificates or Private
      Exchange Certificates covered by such Registration Statement; provided
      that the Company will not be required to qualify generally to do business
      in any jurisdiction where it is not then so qualified or to take any
      action which would subject it to general service of process or to taxation
      in any such jurisdiction where it is not then so subject.

            (i) The Company will cooperate with the Holders of Certificates,
      Exchange Certificates or Private Exchange Certificates to facilitate the
      timely preparation and delivery of certificates representing Certificates,
      Exchange Certificates or Private Exchange Certificates to be sold pursuant
      to any Registration Statement free of any restrictive legends and in such
      denominations and registered in such names as the Holders


                                      -10-
<PAGE>   11
      thereof may request in writing prior to sales of Certificates, Exchange
      Certificates or Private Exchange Certificates pursuant to such
      Registration Statement.

            (j) If any event contemplated by Section 4(b)(ii) through (v) occurs
      during the period for which the Company is required to maintain an
      effective Registration Statement, the Company will promptly prepare and
      file with the Commission a post-effective amendment to the Registration
      Statement or a supplement to the related prospectus or file any other
      required document so that, as thereafter delivered to purchasers of the
      Certificates, Exchange Certificates or Private Exchange Certificates from
      a Holder, the prospectus will not include an untrue statement of a
      material fact or omit to state a material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading.

            (k) Not later than the effective date of the applicable Registration
      Statement, the Company will provide a CUSIP number for the Certificates,
      the Exchange Certificates and the Private Exchange Certificates, as the
      case may be, and provide the applicable trustee with printed certificates
      for the Certificates, the Exchange Certificates or the Private Exchange
      Certificates, as the case may be, in a form eligible for deposit with The
      Depository Trust Company.

            (l) The Company will comply with all applicable rules and
      regulations of the Commission and will make generally available to its
      security holders as soon as practicable after the effective date of the
      applicable Registration Statement an earning statement satisfying the
      provisions of Section 11(a) of the Securities Act; provided that in no
      event shall such earning statement be delivered later than 45 days after
      the end of a 12-month period (or 90 days, if such period is a fiscal year)
      beginning with the first month of the Company's first fiscal quarter
      commencing after the effective date of the applicable Registration
      Statement, which statement shall cover such 12-month period.

            (m) The Company will cause the Pass Through Trust Agreement or the
      Exchange Certificates Pass Through Trust Agreement as the case may be, to
      be qualified under the Trust Indenture Act as required by applicable law
      in a timely manner.

            (n) The Company may require each Holder of Transfer Restricted
      Certificates to be registered pursuant to any Shelf Registration Statement
      to furnish to the Company such information concerning the Holder and the
      distribution of such Transfer Restricted Certificates as the Company may
      from time to time reasonably require for inclusion in such Shelf
      Registration Statement, and the Company may exclude from such registration
      the Transfer Restricted Certificates of any Holder that fails to furnish
      such information within a reasonable time after receiving such request.

            (o) In the case of a Shelf Registration Statement, each Holder of
      Transfer Restricted Certificates to be registered pursuant thereto agrees
      by acquisition of such Transfer Restricted Certificates that, upon receipt
      of any notice from the Company pursuant to Section 4(b)(ii) through (v),
      such Holder will discontinue disposition of such


                                      -11-
<PAGE>   12
      Transfer Restricted Certificates until such Holder's receipt of copies of
      the supplemental or amended prospectus contemplated by Section 4(j) or
      until advised in writing (the "Advice") by the Company that the use of the
      applicable prospectus may be resumed. If the Company shall give any notice
      under Section 4(b)(ii) through (v) during the period that the Company is
      required to maintain an effective Registration Statement (the
      "Effectiveness Period"), such Effectiveness Period shall be extended by
      the number of days during such period from and including the date of the
      giving of such notice to and including the date when each seller of
      Transfer Restricted Certificates covered by such Registration Statement
      shall have received (x) the copies of the supplemental or amended
      prospectus contemplated by Section 4(j) (if an amended or supplemental
      prospectus is required) or (y) the Advice (if no amended or supplemental
      prospectus is required).

            (p) In the case of a Shelf Registration Statement, the Company shall
      enter into such customary agreements (including, if requested, an
      underwriting agreement in customary form) and take all such other action,
      if any, as Holders of a majority in aggregate principal amount of the
      Certificates, Exchange Certificates and Private Exchange Certificates
      being sold or the managing underwriters (if any) shall reasonably request
      in order to facilitate any disposition of Certificates, Exchange
      Certificates or Private Exchange Certificates pursuant to such Shelf
      Registration Statement.

            (q) In the case of a Shelf Registration Statement, the Company shall
      (i) make reasonably available for inspection by a representative of, and
      Special Counsel (as defined below) acting for, Holders of a majority in
      aggregate principal amount of the Certificates, Exchange Certificates and
      Private Exchange Certificates being sold and any underwriter participating
      in any disposition of Certificates, Exchange Certificates or Private
      Exchange Certificates pursuant to such Shelf Registration Statement, all
      relevant financial and other records, pertinent corporate documents and
      properties of the Company and its subsidiaries and (ii) use its reasonable
      best efforts to have its officers, directors, employees, accountants and
      counsel supply all relevant information reasonably requested by such
      representative, Special Counsel or any such underwriter (an "Inspector")
      in connection with such Shelf Registration Statement.

            (r) In the case of a Shelf Registration Statement, the Company
      shall, if requested by Holders of a majority in aggregate principal amount
      of the Certificates, Exchange Certificates and Private Exchange
      Certificates being sold, their Special Counsel or the managing
      underwriters (if any) in connection with such Shelf Registration
      Statement, use its reasonable best efforts to cause (i) its counsel to
      deliver an opinion relating to the Shelf Registration Statement and the
      Certificates, Exchange Certificates or Private Exchange Certificates, as
      applicable, in customary form, (ii) its officers to execute and deliver
      all customary documents and certificates requested by Holders of a
      majority in aggregate principal amount of the Certificates, Exchange
      Certificates and Private Exchange Certificates being sold, their Special
      Counsel or the managing underwriters (if any) and (iii) its independent
      public accountants to provide a comfort letter or letters in customary
      form, subject to receipt of appropriate documentation as contemplated, and
      only if permitted, by Statement of Auditing Standards No. 72.


                                      -12-
<PAGE>   13
            5.    Registration Expenses.

            The Company will bear all expenses incurred in connection with
the performance of its obligations under Sections 1, 2, 3 and 4 and the
Company will reimburse the Initial Purchasers and the Holders for the
reasonable fees and disbursements of one firm of attorneys (in addition to
any local counsel) chosen by the Holders of a majority in aggregate principal
amount of the Certificates, the Exchange Certificates and the Private
Exchange Certificates to be sold pursuant to each Registration Statement (the
"Special Counsel") acting for the Initial Purchasers or Holders in connection
therewith.

            6.    Indemnification.

            (a) In the event of a Shelf Registration Statement or in connection
      with any prospectus delivery pursuant to an Exchange Offer Registration
      Statement by an Initial Purchaser or Exchanging Dealer, as applicable, the
      Company shall indemnify and hold harmless each Holder (including, without
      limitation, any such Initial Purchaser or Exchanging Dealer), its
      affiliates, their respective officers, directors, employees,
      representatives and agents, and each person, if any, who controls such
      Holder within the meaning of the Securities Act or the Exchange Act
      (collectively referred to for purposes of this Section 6 and Section 7 as
      a Holder) from and against any loss, claim, damage or liability, joint or
      several, or any action in respect thereof (including, without limitation,
      any loss, claim, damage, liability or action relating to purchases and
      sales of Certificates, Exchange Certificates or Private Exchange
      Certificates), to which that Holder may become subject, whether commenced
      or threatened, under the Securities Act, the Exchange Act, any other
      federal or state statutory law or regulation, at common law or otherwise,
      insofar as such loss, claim, damage, liability or action arises out of, or
      is based upon:

                  (i) any untrue statement or alleged untrue statement of a
            material fact contained in any such Registration Statement or any
            prospectus forming part thereof or in any amendment or supplement
            thereto; or

                  (ii) the omission or alleged omission to state therein a
            material fact required to be stated therein or necessary in order to
            make the statements therein, in the light of the circumstances under
            which they were made, not misleading, and shall reimburse each
            Holder promptly upon demand for any legal or other expenses
            reasonably incurred by that Holder in connection with investigating
            or defending or preparing to defend against or appearing as a third
            party witness in connection with any such loss, claim, damage,
            liability or action as such expenses are incurred;

      provided, however, that the Company shall not be liable in any such case
      to the extent that any such loss, claim, damage, liability or action
      arises out of, or is based upon, an untrue statement or alleged untrue
      statement in or omission or alleged omission from any of such documents in
      reliance upon and in conformity with any Holders' Information; and


                                      -13-
<PAGE>   14
      provided, further, that with respect to any such untrue statement in or
      omission from any related preliminary prospectus, the indemnity agreement
      contained in this Section 6(a) shall not inure to the benefit of any
      Holder from whom the person asserting any such loss, claim, damage,
      liability or action received Certificates, Exchange Certificates or
      Private Exchange Certificates to the extent that such loss, claim, damage,
      liability or action of or with respect to such Holder results from the
      fact that both (A) a copy of the final prospectus was not sent or given to
      such person at or prior to the written confirmation of the sale of such
      Certificates, Exchange Certificates or Private Exchange Certificates to
      such person and (B) the untrue statement in or omission from the related
      preliminary prospectus was corrected in the final prospectus unless, in
      either case, such failure to deliver the final prospectus was a result of
      non-compliance by the Company with Section 4(d), 4(e), 4(f) or 4(g).

            (b) In the event of a Shelf Registration Statement, each Holder
      shall indemnify and hold harmless the Company, its affiliates, their
      respective officers, directors, members, managers, employees,
      representatives and agents, and each person, if any, who controls the
      Company within the meaning of the Securities Act or the Exchange Act
      (collectively referred to for purposes of this Section 6(b) and Section 7
      as the Company), from and against any loss, claim, damage or liability,
      joint or several, or any action in respect thereof, to which the Company
      may become subject, whether commenced or threatened, under the Securities
      Act, the Exchange Act, any other federal or state statutory law or
      regulation, at common law or otherwise, insofar as such loss, claim,
      damage, liability or action arises out of, or is based upon:

                  (i) any untrue statement or alleged untrue statement of a
            material fact contained in any such Registration Statement or any
            prospectus forming part thereof or in any amendment or supplement
            thereto; or

                  (ii) the omission or alleged omission to state therein a
            material fact required to be stated therein or necessary in order to
            make the statements therein, in the light of the circumstances under
            which they were made, not misleading;

      but in each case only to the extent that the untrue statement or alleged
      untrue statement or omission or alleged omission was made in reliance upon
      and in conformity with any Holders' Information furnished to the Company
      by such Holder, and shall reimburse the Company for any legal or other
      expenses reasonably incurred by the Company in connection with
      investigating or defending or preparing to defend against or appearing as
      a third party witness in connection with any such loss, claim, damage,
      liability or action as such expenses are incurred; provided, however, that
      no such Holder shall be liable for any indemnity claims hereunder in
      excess of the amount of net proceeds received by such Holder from the sale
      of Certificates, Exchange Certificates or Private Exchange Certificates
      pursuant to such Shelf Registration Statement.

            (c) Promptly after receipt by an indemnified party under this
      Section 6 of notice of any claim or the commencement of any action, the
      indemnified party shall, if a claim


                                      -14-
<PAGE>   15
      in respect thereof is to be made against the indemnifying party pursuant
      to Section 6(a) or 6(b), notify the indemnifying party in writing of the
      claim or the commencement of that action; provided, however, that the
      failure to notify the indemnifying party shall not relieve it from any
      liability which it may have under this Section 6 except to the extent that
      it has been materially prejudiced (through the forfeiture of substantive
      rights or defenses) by such failure; and provided, further, that the
      failure to notify the indemnifying party shall not relieve it from any
      liability which it may have to an indemnified party otherwise than under
      this Section 6. If any such claim or action shall be brought against an
      indemnified party, and it shall notify the indemnifying party thereof, the
      indemnifying party shall be entitled to participate therein and, to the
      extent that it wishes, jointly with any other similarly notified
      indemnifying party, to assume the defense thereof with counsel reasonably
      satisfactory to the indemnified party. After notice from the indemnifying
      party to the indemnified party of its election to assume the defense of
      such claim or action, the indemnifying party shall not be liable to the
      indemnified party under this Section 6 for any legal or other expenses
      subsequently incurred by the indemnified party in connection with the
      defense thereof other than the reasonable costs of investigation;
      provided, however, that an indemnified party shall have the right to
      employ its own counsel in any such action, but the fees, expenses and
      other charges of such counsel for the indemnified party will be at the
      expense of such indemnified party unless:

            (1) the employment of counsel by the indemnified party has been
      authorized in writing by the indemnifying party;

            (2) the indemnified party has reasonably concluded (based upon
      advice of counsel to the indemnified party) that there may be legal
      defenses available to it or other indemnified parties that are different
      from or in addition to those available to the indemnifying party;

            (3) a conflict or potential conflict exists (based upon advice of
      counsel to the indemnified party) between the indemnified party and the
      indemnifying party (in which case the indemnifying party will not have the
      right to direct the defense of such action on behalf of the indemnified
      party); or

            (4) the indemnifying party has not in fact employed counsel
      reasonably satisfactory to the indemnified party to assume the defense of
      such action within a reasonable time after receiving notice of the
      commencement of the action;

      in each of which cases the reasonable fees, disbursements and other
      charges of counsel will be at the expense of the indemnifying party or
      parties. It is understood that the indemnifying party or parties shall
      not, in connection with any proceeding or related proceedings in the same
      jurisdiction, be liable for the reasonable fees, disbursements and other
      charges of more than one separate firm of attorneys (in addition to any
      local counsel) at any one time for all such indemnified party or parties.
      Each indemnified party, as a condition of the indemnity agreements
      contained in Sections 6(a) and 6(b), shall use all reasonable efforts to
      cooperate with the indemnifying party in the defense of


                                      -15-
<PAGE>   16
      any such action or claim. No indemnifying party shall be liable for any
      settlement of any such action effected without its written consent (which
      consent shall not be unreasonably withheld), but if settled with its
      written consent or if there be a final judgment for the plaintiff in any
      such action, the indemnifying party agrees to indemnify and hold harmless
      any indemnified party from and against any loss or liability by reason of
      such settlement or judgment. No indemnifying party shall, without the
      prior written consent of the indemnified party (which consent shall not be
      unreasonably withheld), effect any settlement of any pending or threatened
      proceeding in respect of which any indemnified party is or could have been
      a party and indemnity could have been sought hereunder by such indemnified
      party, unless such settlement includes an unconditional release of such
      indemnified party from all liability on claims that are the subject matter
      of such proceeding.

            7.    Contribution.

            If the indemnification provided for in Section 6 is unavailable or
insufficient to hold harmless an indemnified party under Section 6(a) or 6(b),
then each indemnifying party shall, in lieu of indemnifying such indemnified
party, contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage or liability, or action in respect thereof:

            (i) in such proportion as shall be appropriate to reflect the
relative benefits received by the Company from the offering and sale of the
Certificates, on the one hand, and a Holder with respect to the sale by such
Holder of Certificates, Exchange Certificates or Private Exchange Certificates,
on the other; or

            (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above, but also the relative fault
of the Company, on the one hand, and such Holder, on the other, with respect to
the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations.

            The relative benefits received by the Company, on the one hand, and
a Holder, on the other, with respect to such offering and such sale shall be
deemed to be in the same proportion as the total net proceeds from the offering
of the Certificates (before deducting expenses) received by or on behalf of the
Trust as set forth in the table on the cover of the Offering Memorandum, on the
one hand, bear to the total proceeds received by such Holder with respect to its
sale of Certificates, Exchange Certificates or Private Exchange Certificates, on
the other. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to the Company or
the Trust or information supplied by the Company, on the one hand, or to any
Holders' Information supplied by such Holder, on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The parties hereto agree
that it would not be just and equitable if contributions pursuant to this
Section 7 were to be determined by pro rata allocation


                                      -16-
<PAGE>   17
or by any other method of allocation that does not take into account the
equitable considerations referred to herein. The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or action
in respect thereof, referred to above in this Section 7 shall be deemed to
include, for purposes of this Section 7, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
or preparing to defend any such action or claim. Notwithstanding the provisions
of this Section 7, an indemnifying party that is a Holder of Certificates,
Exchange Certificates or Private Exchange Certificates shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Certificates, Exchange Certificates or Private Exchange Certificates sold by
such indemnifying party to any purchaser exceeds the amount of any damages which
such indemnifying party has otherwise paid or become liable to pay by reason of
any untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

            8.    Rules 144 and 144A.

            The Company shall use its reasonable best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the written request of any Holder of Transfer Restricted
Certificates, make publicly available other information so long as necessary to
permit sales of such Holder's Certificates pursuant to Rules 144 and 144A. The
Company covenants that it will take such further action as any Holder of
Transfer Restricted Certificates may reasonably request, all to the extent
required from time to time to enable such Holder to sell Transfer Restricted
Certificates without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including, without limitation,
the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of
Transfer Restricted Certificates, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to
require the Company to register any of its Certificates pursuant to the Exchange
Act.

            9.    Underwritten Registrations.

            If any of the Transfer Restricted Certificates covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of such Transfer Restricted Certificates included in
such offering, subject to the consent of the Company (which shall not be
unreasonably withheld or delayed), and such Holders shall be responsible for all
underwriting commissions and discounts in connection therewith.

            No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Certificates on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to


                                      -17-
<PAGE>   18
approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.

            10.   Miscellaneous.

            (a) Amendments and Waivers.

            The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority in aggregate principal amount of the Certificates, the Exchange
Certificates and the Private Exchange Certificates, taken as a single class.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders whose Certificates, Exchange Certificates or Private Exchange
Certificates are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect the rights of other Holders may be given by
Holders of a majority in aggregate principal amount of the Certificates, the
Exchange Certificates and the Private Exchange Certificates being sold by such
Holders pursuant to such Registration Statement.

            (b) Notices.

            All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier or air courier guaranteeing next-day delivery:

            (1) if to a Holder, at the most current address given by such Holder
      to the Company in accordance with the provisions of this Section 10(b),
      which address initially is, with respect to each Holder, the address of
      such Holder maintained by the Registrar under the Pass Through Trust
      Agreement, with a copy in like manner to Chase Securities Inc., Credit
      Suisse First Boston Corporation, UBS Warburg LLC and TD Securities (USA)
      Inc.;

            (2) if to an Initial Purchaser, initially at its address set forth
      in the Purchase Agreement; and

            (3) if to the Company, initially at the address of the Company set
      forth in the Purchase Agreement.

            All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; one business day
after being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

            (c) Successors and Assigns.


                                      -18-
<PAGE>   19
            This Agreement shall be binding upon the Company and its successors
and assigns.

            (d) Counterparts.

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

            (e) Definition of Terms.

            For purposes of this Agreement, (a) the term "business day" means
any day on which the New York Stock Exchange, Inc. is open for trading, (b) the
term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act
and (c) except where otherwise expressly provided, the term "affiliate" has the
meaning set forth in Rule 405 under the Securities Act.

            (f) Headings.

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

            (g) Governing Law.

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

            (h) Remedies.

            In the event of a breach by the Company or by any Holder of any of
their obligations under this Agreement, each Holder or the Company, as the case
may be, in addition to being entitled to exercise all rights granted by law,
including recovery of damages (other than the recovery of damages for a breach
by the Company of its obligations under Sections 1 or 2 hereof for which
liquidated damages have been paid pursuant to Section 3 hereof), will be
entitled to specific performance of its rights under this Agreement. The Company
and each Holder agree that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of any of the provisions of
this Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

            (i) No Inconsistent Agreements.

            The Company represents, warrants and agrees that:


                                      -19-
<PAGE>   20
                  (i) it has not entered into, shall not, on or after the date
            of this Agreement, enter into any agreement that is inconsistent
            with the rights granted to the Holders in this Agreement or
            otherwise conflicts with the provisions hereof;

                  (ii) it has not previously entered into any agreement which
            remains in effect granting any registration rights with respect to
            any of its debt securities to any person; and

                  (iii) without limiting the generality of the foregoing,
            without the written consent of the Holders of a majority in
            aggregate principal amount of the then outstanding Transfer
            Restricted Certificates, it shall not grant to any person the right
            to request the Company to register any debt securities of the
            Company under the Securities Act unless the rights so granted are
            not in conflict or inconsistent with the provisions of this
            Agreement.

            (j) No Piggyback on Registrations.

            Neither the Company nor any of its security holders (other than the
Holders of Transfer Restricted Certificates in such capacity) shall have the
right to include any Certificates of the Company in any Shelf Registration or
Registered Exchange Offer other than Transfer Restricted Certificates.

            (k) Severability.

            The remedies provided herein are cumulative and not exclusive of any
remedies provided by law. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.


                                      -20-
<PAGE>   21
            Please confirm that the foregoing correctly sets forth the agreement
among the Company and the Initial Purchasers.


                                     Very truly yours,

                                     PPL MONTANA, LLC


                                     By /s/ Paul A. Farr
                                       -----------------------------
                                       Name:  Paul A. Farr
                                       Title: Vice President



Accepted:

CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
UBS WARBURG LLC
TD SECURITIES (USA) INC.

By: CHASE SECURITIES INC.


By [signature illegible]
  ------------------------------
   Name:
   Title:


                                      -21-
<PAGE>   22
                                                                         ANNEX A


            Each broker-dealer that receives Exchange Certificates for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange
Certificates. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Certificates received in
exchange for Certificates where such Certificates were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180 days after the
Expiration Date (as defined herein), it will make this Prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."
<PAGE>   23
                                                                         ANNEX B


            Each broker-dealer that receives Exchange Certificates for its own
account in exchange for Certificates, where such Certificates were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Certificates. See "Plan of Distribution."
<PAGE>   24
                                                                         ANNEX C

                              PLAN OF DISTRIBUTION


            Each broker-dealer that receives Exchange Certificates for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange
Certificates. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange
Certificates received in exchange for Certificates where such Certificates were
acquired as a result of market-making activities or other trading activities.
The Company has agreed that, for a period of 180 days after the Expiration Date,
it will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until
_______________, 200_, all dealers effecting transactions in the Exchange
Certificates may be required to deliver a prospectus.


            The Company will not receive any proceeds from any sale of Exchange
Certificates by broker-dealers. Exchange Certificates received by broker-dealers
for their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Certificates or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Certificates. Any broker-dealer that resells
Exchange Certificates that were received by it for its own account pursuant to
the Registered Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Certificates may be deemed to be an "underwriter"
within the meaning of the Securities Act and any profit on any such resale of
Exchange Certificates and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.


            For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Certificates) other than commissions or concessions of
any broker-dealers and will indemnify the Holders of the Certificates (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
<PAGE>   25
                                                                         ANNEX D


      | |   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
            ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
            OR SUPPLEMENTS THERETO.


            Name:
            Address:




If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Certificates. If the undersigned is a broker-dealer that will receive Exchange
Certificates for its own account in exchange for Certificates that were acquired
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Certificates; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.