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                                                              Exhibit 4.7a






                               CONEMAUGH FACILITY

                          PLEDGE AND SECURITY AGREEMENT


                           DATED AS OF AUGUST 24, 2000

                                      AMONG

                              EACH OF THE PLEDGORS
                             PARTY TO THIS AGREEMENT

                                       AND

                           CONEMAUGH LESSOR GENCO LLC,
                              AS THE SECURED PARTY

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                          PLEDGE AND SECURITY AGREEMENT

                  This PLEDGE AND SECURITY AGREEMENT (as the same may be
amended, supplemented or otherwise modified from time to time, this
"Agreement"), dated as of August 24, 2000 is entered into by and among RELIANT
ENERGY MID-ATLANTIC POWER HOLDINGS LLC, a Delaware limited liability company
(the "Facility Lessee"), each Subsidiary of the Facility Lessee listed on
Schedule I hereto (each of the Facility Lessee and each Subsidiary, a "Pledgor"
and together, the "Pledgors"), and CONEMAUGH LESSOR GENCO LLC, a Delaware
limited liability company (the "Owner Lessor").

                                   WITNESSETH:

         1. Reference is made to the Participation Agreement dated as of August
24, 2000 (as amended, restated, supplemented or otherwise modified from time to
time, the "Participation Agreement"), among (i) the Facility Lessee, (ii)
Conemaugh Lessor Genco LLC, as the Owner Lessor, (iii) Wilmington Trust Company,
not in its individual capacity but as the Lessor Manager under the LLC
Agreement, (iv) Wilmington Trust Company, in its individual capacity, (v) PSEGR
Conemaugh Generation, LLC, as Owner Participant, (vi) Bankers Trust Company, not
in its individual capacity but as the Lease Indenture Trustee under the Lease
Indenture, and (vii) Bankers Trust Company, in its individual capacity and as
the Pass Through Trustee under the Pass Through Trust Agreement.

         2. It is a condition precedent to the consummation of the transactions
contemplated under the Participation Agreement that, among other things, the
Pledgors execute and deliver this Agreement to secure the due and punctual
payment of (i) each payment required to be made by the Facility Lessee under the
Operative Documents, when and as due, including payments in respect of Periodic
Lease Rent, Supplemental Lease Rent (including to pay as Supplemental Rent an
amount equal to interest at the applicable Overdue Rate on any Rent not paid
when due) and Termination Value, and (ii) all monetary obligations of the
Subsidiary Guarantors under the Subsidiary Guaranty (all such obligations
referred to the preceding clauses (i) and (ii) being referred to collectively as
the "Obligations").

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

                                    AGREEMENT

                  In consideration of the promises contained herein, and in
order to induce the Owner Lessor to enter into the Operative Documents, and for
other good and valuable consideration, receipt of which is hereby acknowledged,
each Pledgor hereby agrees with the Owner Lessor as follows:


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         1. DEFINITIONS.

                  1.1 "UCC" shall mean the Uniform Commercial Code as the same
may, from time to time, be in effect in the State of New York; provided,
however, in the event that, by reason of mandatory provisions of law, any or all
of the attachment, perfection or priority of the security interest in any
Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term "UCC" shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such attachment, perfection or priority and
for purposes of definitions related to such provisions.

                  1.2 All capitalized terms used, but not otherwise defined
herein, shall have the meanings provided in Appendix A to the Participation
Agreement. The general provisions of Appendix A to the Participation Agreement
shall apply to terms used in this Agreement (whether or not defined herein).

         2. ASSIGNMENT, PLEDGE AND GRANT OF SECURITY INTEREST.

                  As security for payment in full of the Obligations, each
Pledgor hereby grants to the Owner Lessor, its successors and assigns including
as set forth in Section 3 (the "Secured Party"), a security interest in all of
the Pledgor's right, title and interest in, to and under:

                  2.1 the shares of capital stock and limited liability company
interests owned by it and listed on Schedule II hereto and any shares of capital
stock and limited liability company interests of any Subsidiary Guarantor
obtained in the future by the Pledgor and the certificates representing all such
shares (the "Pledged Stock"); provided, that to the extent that Applicable Law
requires that a Subsidiary Guarantor issue directors' qualifying shares, the
Pledged Stock shall not include such qualifying shares;

                  2.2 (a) the debt securities listed opposite the name of the
Pledgor on Schedule II hereto, (b) any debt securities of the Facility Lessee or
any Subsiidary Guarantor in the future issued to the Pledgor by the Facility
Lessee or any Subsidiary of the Facility Lessee, and (c) promissory notes and
any other instruments evidencing any such debt (the "Pledged Debt Securities");

                  2.3 all other property that may be delivered to and held by
the Secured Party pursuant to the terms hereof;

                  2.4 subject to Section 7, all payments of principal or
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed, in respect of, in exchange for or
upon the conversion of the securities referred to in paragraphs 2.1 and 2.2
above;

                  2.5 subject to Section 7, all rights and privileges of the
Pledgor with respect to the securities and other property referred to in
preceding paragraphs 2.1, 2.2, 2.3 and 2.4; and



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                  2.6 all proceeds and products of any of the foregoing (the
items referred to in paragraphs 2.1 through 2.6 being collectively referred to
as the "Collateral").

         3. OBLIGATIONS SECURED, OWNER LESSOR ASSIGNMENT.

                  This Agreement and all of the Collateral secure the payment
and performance when due of the Obligations. In order to secure the Notes, the
Owner Lessor will assign and grant a first priority security interest in favor
of the Lease Indenture Trustee in and to all of the Owner Lessor's right, title
and interest in, to and under the Facility Lease (including all Obligations
constituting Periodic Lease Rent, Supplemental Lease Rent (other than Excluded
Property) and Termination Value) and the Subsidiary Guaranty in accordance with
the Lease Indenture. In furtherance thereof and in order to secure the Notes,
the Owner Lessor will assign and grant a first priority security interest in
favor of the Lease Indenture Trustee in and to all of the Owner Lessor's right,
title and interest in, to and under this Agreement in accordance with the Lease
Indenture. Each Pledgor hereby acknowledges notice of and consents to such
assignments and to the creation of such Lien and security interest and
acknowledges receipt of copies of the Lease Indenture. Unless and until the
Pledgors shall have received written notice from the Lease Indenture Trustee
that the Lien of the Lease Indenture been fully terminated, the Lease Indenture
Trustee shall be and remain the Secured Party hereunder and, as such, shall have
the exclusive right (to the exclusion of the Owner Lessor), but shall not be
obligated, to exercise any and all rights of the Secured Party under this
Agreement to the extent set forth in and in accordance with the Lease Indenture.

         4. LEASE EVENTS OF DEFAULT.

                  4.1 The occurrence of any Lease Event of Default shall entitle
the Secured Party to exercise any and all of its rights and remedies hereunder
or at law.

         5. DELIVERY OF COLLATERAL; PROXY.

                  5.1 All stock certificates, notes or other instruments
representing or evidencing the Collateral (the "Pledged Securities") shall be
delivered to and held by or on behalf of the Secured Party pursuant hereto. All
such stock certificates, notes or instruments shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed stock powers,
instruments of transfer or assignment in blank, all in form and substance
reasonably acceptable to the Secured Party. Each delivery of the Pledged
Securities shall be accompanied by a schedule describing the securities
theretofore and then being pledged hereunder, which schedule shall be attached
hereto as Schedule II and made a part hereof. Each schedule so delivered shall
supersede any prior schedules so delivered.

                  5.2 The Secured Party shall have the right, at any time in its
discretion, following the occurrence and during the continuation of an Lease
Event of Default, to transfer to or to register in the name of the Secured Party
or any of its nominees any or all of the Collateral and to exchange certificates
or instruments representing or evidencing Collateral for certificates or
instruments of smaller or larger denominations; provided that the Secured Party
shall promptly notify such Pledgor of any such transfer or registration but the
failure to provide such notice shall


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not invalidate the effectiveness of such transfer or registration; provided,
further, that once such Lease Event of Default has been cured, the Secured Party
will promptly transfer to or register in the name of, or cause its nominees to
transfer to or cause to be registered in the name of, such Pledgor all such
Collateral. Each Pledgor shall further execute and deliver to Agent a proxy in
the form attached hereto as Exhibit A (a "Proxy") and a Stock Power in the form
of Exhibit B with respect to the Pledged Securities owned by such Pledgor (each,
a "Stock Power").

                  5.3 Each Pledgor will cause any Indebtedness for borrowed
money owed to the Pledgor by the Facility Lessee or any Subsidiary Guarantor to
be unsecured and be evidenced by a duly executed promissory note that is pledged
and delivered to the Secured Party pursuant to the terms thereof. Each Pledgor
will cause any equity interest it owns in any Subsidiary Guarantor to be
unencumbered and pledged pursuant to an instrument of assignment that is
delivered to the Secured Party pursuant to the terms hereof.

         6. REPRESENTATIONS AND WARRANTIES OF PLEDGORS.

                  Each Pledgor represents and warrants as follows as of the date
hereof:

                  6.1 It (i) is a corporation, limited liability company or
other entity duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization with all requisite power and
authority under the laws of such state to enter into this Agreement and to
perform its obligations hereunder and to consummate the transactions
contemplated hereby, (ii) is duly qualified, authorized to do business and in
good standing in each jurisdiction where the failure to so qualify would have a
Material Adverse Effect and (iii) has the power (A) to carry on its business as
now being conducted and as proposed to be conducted by it, (B) to execute,
deliver and perform each Operative Document (including this Agreement) to which
it is a party, in its individual capacity, (C) to take all action as may be
necessary to consummate the transactions contemplated thereunder, (D) to grant
the liens and security interest provided for in this Agreement.

                  6.2 It has the full right, power and authority to execute,
deliver and perform this Agreement and to pledge and assign the Collateral in
the manner hereby done or contemplated, and will defend its title or interest
thereto or therein against any and all Liens (other than Permitted Liens),
however arising, of all persons whomsoever. It has (i) taken all necessary
action to authorize the execution, delivery and performance of this Agreement;
and (ii) duly executed and delivered this Agreement, the stock powers and the
proxies executed in connection with this Agreement. Its execution and delivery
hereof or its consummation of the transactions contemplated hereby or its
compliance with the terms hereof (x) does not and will not contravene its
formation documents or any Applicable Law binding on it or any of its properties
or (y) does not and will not constitute any default under, or result in the
creation of any Lien upon any of its property (other than the Liens created
hereunder) or under any indenture, mortgage or other material contract,
agreement or instrument to which it is a party or by which it or any of its
properties is bound.


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                  6.3 As of the date hereof, Schedule II hereto sets forth the
number of shares of each Subsidiary's capital stock or limited liability company
interests owned by it and the percentage ownership of each Subsidiary owned by
it. Except for the security interest granted hereunder, it (i) is the legal and
beneficial owner of the Pledged Shares listed on Schedule II for which it is
reflected as the registered owner, (ii) holds the same free and clear of all
Liens, subject to no mortgages, liens, charges or encumbrances of any kind
except Permitted Liens, and (iii) will make no assignment, pledge or
hypothecation or transfer of, or create or permit to exist any security interest
in or other Lien on, the Collateral, whether for value paid by the Pledgor or
otherwise, to be forthwith deposited with the Secured Party and pledged or
assigned hereunder. The Pledged Stock owned by it has been duly authorized and
validly issued in compliance with applicable securities laws and are fully paid
and nonassessable. All information set forth herein relating to such Pledged
Stock is accurate and complete in all material respects as of the date hereof.

                  6.4 No consent of any other party (including, without
limitation, any creditor, shareholder or partner of any Pledgor) and no consent,
authorization, approval or other action by, and no notice to or filing with, any
Governmental Entity or regulatory body under Applicable Law is required either
(i) for the pledge by it of the Collateral pursuant to this Agreement or for its
execution, delivery or performance of this Agreement, or (ii) for the exercise
by the Secured Party of the voting or other rights as and to the extent provided
for in this Agreement or the remedies in respect of the Collateral pursuant to
this Agreement (except as has been obtained or made or as may be required in
connection with disposition of any Collateral by laws affecting the offering and
sale of securities generally).

                  6.5 It has not previously assigned any of its rights or any of
the Collateral.

                  6.6 This Agreement is its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting the enforcement of creditors'
rights and by the effect of general equitable principles.

                  6.7 By virtue of its execution and delivery of this Agreement,
when the Pledged Securities, certificates or other documents representing or
evidencing the Collateral owned by it are delivered to the Secured Party in
accordance with this Agreement, the Secured Party will obtain a valid and
perfected first lien upon and security interest in such Pledged Securities as
security for the payment and performance of the Obligations.

                  6.8 The pledge effected hereby is effective to vest in the
Secured Party the rights of the Secured Party in the Collateral owned by it as
set forth herein.

                  6.9 There are no pending, or to its knowledge, threatened,
actions, suits, proceedings or investigations of or before any Governmental
Entity, relating to the Collateral or to which it is a party or is subject, or
by which it or its properties are bound that, if adversely determined against it
could reasonably be expected to have a Material Adverse Effect.


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                  6.10 Its pledge of the Pledged Stock owned by it pursuant to
this Agreement does not violate nor is inconsistent with Regulation T, U or X of
the Federal Reserve Board as of the date hereof.

                  6.11 It has filed all federal, state and local tax returns
that it is required to file, has paid all taxes it is required to pay to the
extent due (other than those taxes that it is contesting in good faith and by
appropriate proceedings, with adequate, segregated reserves established for such
taxes) and, to the extent such taxes are not due, has established reserves that
are adequate for the payment thereof and are required by GAAP.

                  6.12 Neither it nor any of its Affiliates is an "investment
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

         7. VOTING RIGHTS; DIVIDENDS; REGISTRATION IN NOMINEE NAME;
DENOMINATIONS.

                  7.1 So long as no Lease Event of Default shall have occurred
and be continuing (and, in the case of subsection 7.1.1 hereof, so long as any
election by the Secured Party pursuant to subsection 7.3 below does not remain
in effect):

                           7.1.1 Each Pledgor shall be entitled to exercise any
         and all voting and other privileges, powers and consensual rights
         pertaining to the Collateral or any part thereof for any purpose not
         inconsistent with the terms of this Agreement or the other Operative
         Documents; provided, however, that, such Pledgor shall neither exercise
         nor fail to exercise any such right if, in the Secured Party's
         reasonable judgment, such exercise or failure to exercise would have a
         material adverse effect on the value of the Collateral or any part
         thereof or would materially and adversely affect the rights of inuring
         to a holder of the Pledged Securities or the right and remedies of the
         Secured Party under this Agreement or any other Operative Document or
         the ability of the Secured Party to exercise the same.

                           7.1.2 Each Pledgor shall be entitled to receive and
         retain any and all dividends, interest and principal paid on the
         Pledged Securities to the extent and only to the extent that such
         dividends, interest and principal are permitted by, and otherwise paid
         in accordance with, the terms and conditions of the Operative Documents
         and Applicable Law. All Restricted Payments (other than Restricted
         Payments permitted and paid in accordance with the terms and conditions
         of the Operative Documents) made on or in respect of the Pledged
         Securities, whether paid or payable in cash or otherwise, whether
         resulting from a subdivision, combination or reclassification of the
         outstanding capital stock of the issuer of any Pledged Securities or
         received in exchange for Pledged Securities or any part thereof, or in
         redemption thereof, or as a result of any merger, consolidation,
         acquisition or other exchange of assets to which such issuer may be a
         party or otherwise, shall be and become part of the Collateral, and, if
         received by any Pledgor, shall not be commingled by such Pledgor with
         any of its other funds or property but shall be held separate and apart
         therefrom, shall be held in trust for the benefit of the Secured


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         Party and shall be forthwith delivered to the Secured Party in the same
         form as so received (with any necessary endorsement).

                           7.1.3 The Secured Party shall execute and deliver (or
         cause to be executed and delivered) to each Pledgor all such proxies
         and other instruments as each Pledgor may reasonably request for the
         purpose of enabling each Pledgor to exercise voting and other rights
         which it is entitled to exercise pursuant to subsection 7.1.1 above,
         and to receive the dividends, if any, which they are authorized to
         receive and retain pursuant to subsection 7.1.2 above.

                  7.2 Upon the occurrence and during the continuance of a Lease
Event of Default:

                           7.2.1 All rights of each Pledgor to receive and
         retain dividends, interest or principal pursuant to subsection 7.1.2
         above not theretofore made shall cease and become vested in the Secured
         Party who shall thereupon have the sole right to receive and hold as
         Collateral such dividends (and to the extent permissible, apply them to
         payment of the Obligations).

                           7.2.2 Upon the election by the Secured Party in
         accordance with subsection 7.3 below, all rights of each Pledgor to
         exercise the voting and other consensual rights pursuant to subsection
         7.1.1 above shall cease, and become vested in the Secured Party who
         shall thereupon have the sole right to exercise such voting and other
         consensual rights. In order to effect such transfer of rights, the
         Secured Party shall have the right to date (such date being a date
         after the occurrence and during the continuance of a Lease Event of
         Default) and present to the issuer of the Pledged Shares the Proxies
         executed by each Pledgor.

                           7.2.3 All dividends, interest or principal which are
         received by any Pledgor contrary to the provisions of subsection 7.2.1
         shall be received in trust for the benefit of the Secured Party,
         segregated from other funds of such Pledgor and forthwith paid over to
         the Secured Party as Collateral in the same form as so received (with
         any necessary endorsement). Any and all money and other property paid
         over to or received by the Secured Party pursuant to the provisions of
         this subsection 7.2.3 shall be retained by the Secured Party in an
         account to be established by the Secured Party upon receipt of such
         money or other property and shall be applied in accordance with the
         provisions of Section 11. After all Lease Events of Default have been
         cured or waived, the Secured Party shall, within five Business Days
         after all such Lease Events of Default have been cured or waived, repay
         to each Pledgor all cash dividends, interest or principal (without
         interest), that such Pledgor would otherwise be permitted to retain
         pursuant to subsection 7.1 above.

                  7.3 Notwithstanding anything to the contrary contained in this
Section 7, the rights of the Secured Party to exercise voting and other
consensual rights pursuant to Section 7.2.2 hereof, shall arise only upon the
election by the Secured Party from and after the occurrence of any Lease Event
of Default to exercise such rights; provided that the Secured Party


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shall promptly notify each Pledgor prior to any such election, but the failure
to provide such notice shall not invalidate the effectiveness of such election;
provided further, however, that the Secured Party shall endeavor to promptly
provide notice to each Pledgor prior to such election. The exercise by the
Secured Party of its rights hereunder shall not constitute an election by the
Secured Party to retain the Collateral in satisfaction of the Obligations, or
affect the Secured Party's rights to any other collateral or against any
Subsidiary.

                  7.4 If a Lease Default shall have occurred and be continuing,
the Secured Party, shall have the right (in its sole and absolute discretion) to
hold the Pledged Securities in its own name as pledgee, the name of its nominee
(as pledgee or as sub-agent) or the name of the Pledgors, endorsed or assigned
in blank or in favor of the Secured Party. Each Pledgor will promptly give to
the Secured Party copies of any notices or other communications received by it
with respect to the Pledged Securities registered in the name of such Pledgor.
If a Lease Default shall have occurred and be continuing, the Secured Party
shall have the right to exchange the certificates representing the Pledged
Securities for certificates of smaller or larger denominations for any purpose
consistent with this Agreement.

         8. COVENANTS OF PLEDGOR.

                  Each Pledgor covenants and agrees as follows:

                  8.1 It shall, so long as any Obligations shall be outstanding,
defend its title to the Collateral pledged by it and the interest of the Secured
Party in the Collateral pledged by it hereunder against the claims and demands
of all persons whomsoever which would be likely to materially adversely affect
such Pledgor's title to, or the Secured Party's right or interest in, such
Collateral.

                  8.2 It shall not directly or indirectly create, incur, assume
or suffer to exist any liens on or with respect to any part of the Collateral
pledged by it (other than the Lien created by this Agreement and Permitted
Liens). Each Pledgor will at its own cost and expense promptly take such action
as may be necessary to discharge any such prohibited liens.

                  8.3 Without the prior written consent of the Secured Party, it
will not file or authorize or permit to be filed in any jurisdiction any
financing statements under the UCC or any like statement relating to the
Collateral in which the Secured Party is not named as the sole secured party.

                  8.4 It will not, except as permitted by this Agreement,
without the consent of the Secured Party (i) sell, assign (by operation of law
or otherwise) or otherwise dispose of, or grant any option with respect to, or
hypothecate, encumber or grant any Lien with respect to, any of the Collateral
pledged by it, or (ii) enter into any agreement which could reasonably be
expected to restrict or inhibit the Secured Party's rights or ability to sell or
otherwise dispose of the Collateral or any part thereof after the occurrence and
during the continuation of a Lease Event of Default.


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                  8.5 It shall deliver or cause to be delivered to the Secured
Party any new or additional shares of stock or limited liability company
interests in any Subsidiary Guarantor issued to such Pledgor in accordance with
this Agreement.

                  8.6 Each Pledgor will deliver hereunder, immediately upon
acquisition (directly or indirectly) thereof, any and all writings evidencing
any additional Collateral in accordance with Section 5. Each Pledgor hereby
authorizes the Secured Party to modify this Agreement by unilaterally amending
Schedule II to include such shares of stock or other securities.

                  8.7 Each Pledgor will, at all times, keep accurate and
complete records of the Collateral. Each Pledgor shall permit representatives of
the Secured Party, upon reasonable prior notice, at any time during normal
business hours of such Pledgor to inspect and make abstracts from such Pledgor's
books and records pertaining to the Collateral, subject to such Pledgor's
reasonable security procedures. Upon the occurrence and during the continuation
of any Lease Event of Default, at the Secured Party's request, each Pledgor
shall promptly deliver copies of any and all such records to the Secured Party.

                  8.8 Each Pledgor shall give the Secured Party at least 30
days' notice before it changes the location of its place of business and chief
executive office and shall execute and deliver such instruments and documents as
may be required, or reasonably requested by the Secured Party, to maintain a
prior perfected security interest in the Collateral.

         9. REMEDIES UPON LEASE EVENT OF DEFAULT.

                  If any Lease Event of Default shall have occurred and be
continuing, the Secured Party shall be entitled to exercise all the rights,
powers and remedies vested in it (whether vested in it by this Agreement or by
law) for the protection and enforcement of its rights in respect of the
Collateral, and the Secured Party, or any of its nominees, shall be entitled,
without limitation, to exercise the following rights and all other rights set
forth in this Agreement, which each Pledgor agrees are commercially reasonable:

                  9.1 Remedies Available. The Secured Party may exercise, in
respect to the Collateral, in addition to other rights and remedies provided for
herein or otherwise available to it under Applicable Law, all the rights and
remedies of a secured party under the UCC in effect in the State of New York at
that time.

                  9.2 Sale of Collateral. The Secured Party may sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any exchange, broker's board or at any of the Secured Party's offices or
elsewhere, for cash, on credit, or for future delivery, at such price or prices
and upon such other terms as are commercially reasonable.

                           9.2.1 Notice of Sale. The Secured Party shall give a
         Pledgor ten days' prior written notice (which each Pledgor agrees is
         reasonable notice in accordance with the Uniform Commercial Code as in
         effect in the State of New York) of the Secured Party's intention to
         make any sale of such Pledgor's Collateral. Such notice, in the case of


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         a public sale, shall state the time and place for such sale and, in the
         case of a sale at a broker's board or on a securities exchange, shall
         state the board or exchange at which such sale is to be made and the
         day on which the Collateral, or portion thereof, will first be offered
         for sale at such board or exchange. Any such public sale shall be held
         at such time or times within ordinary business hours and at such place
         or places as the Secured Party may (in a commercially reasonable
         manner) determine. In the case of private sales, the Secured Party
         shall give a Pledgor ten (10) days' prior written notice of the Secured
         Party's intention to make a private sale of such Pledgor's Collateral
         specifying the time after which any private sale is to be made, which
         each Pledgor agrees is reasonably notice within the meaning of Article
         9 of the Uniform Commercial Code.

                           9.2.2 Purchase by Secured Party. At any sale of the
         Collateral, if permitted by law, the Secured Party may bid (which bid
         may be, in whole or in part, in the form of cancellation of
         indebtedness) for the purchase of the Collateral or any portion
         thereof.

                           9.2.3 Obligation; Adjournment; Delay. The Secured
         Party shall not be obligated to make any sale of Collateral regardless
         of notice of sale having been given. The Secured Party may adjourn any
         public or private sale from time to time by announcement at the time
         and place fixed therefor, and such sale may, subject to Section 9.2.1,
         be made at the time and place to which it was so adjourned. The Secured
         Party shall be under no obligation to delay a sale of any of the
         Collateral for the period of time necessary to permit the issuer of
         such securities to register such securities for public sale under the
         Securities Act of 1933, as amended, or under applicable state
         securities laws, even if the issuer would agree to do so.

                           9.2.4 Waiver. To the extent permitted by law, each
         Pledgor hereby specifically waives all rights of redemption, stay or
         appraisal which it has or may have under any law now existing or
         hereafter enacted.

                           9.2.5 Private Sales of Collateral. Each Pledgor
         recognizes that, by reason of certain prohibitions contained in the
         Securities Act and applicable state securities laws, the Secured Party
         may be compelled, with respect to any sale of all or any part of the
         Collateral conducted without prior registration or qualification of
         such Collateral under the Securities Act and/or such state securities
         laws, to limit purchasers to those who will agree, among other things,
         to acquire the Collateral for their own account, for investment and not
         with a view to the distribution or resale thereof. Each Pledgor
         acknowledges that any such private sales may be at prices and on terms
         less favorable to the Secured Party than those obtainable through a
         public sale without such restrictions (including, without limitation, a
         public offering made pursuant to a registration statement under the
         Securities Act) and, notwithstanding such circumstances each Pledgor
         agrees that any such private sale shall be deemed to have been made in
         a commercially reasonable manner and that the Secured Party shall have
         no obligation to engage in public sales. Each Pledgor waives any claims
         against the Secured Party arising by reason of the fact that the price
         at any private sale was less than the price that might have been
         obtained at a public sale, or was less than the Obligations.


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<PAGE>   12


                           9.2.6 Registration under Securities Laws. Each
         Pledgor agrees that, upon the occurrence and during the continuance of
         a Lease Event of Default, if for any reason the Secured Party desires
         to sell any of the Pledged Securities at a public sale, it will, at any
         time and from time to time, upon the written request of the Secured
         Party, use its best efforts to take or to cause the issuer of such
         Pledged Securities to take such action and prepare, distribute and/or
         file such documents, as are required or advisable in the reasonable
         opinion of counsel for the Secured Party to permit the public sale of
         such Pledged Securities. Each Pledgor further agrees to indemnify,
         defend and hold harmless the Secured Party, any underwriter and their
         respective officers, directors, affiliates and controlling persons from
         and against all loss, liability, expenses, costs of counsel (including,
         without limitation, reasonable fees and expenses to the Secured Party
         of legal counsel), and claims (including the costs of investigation)
         that they may incur insofar as such loss, liability, expense or claim
         arises out of or is based upon any alleged untrue statement of a
         material fact contained in any prospectus (or any amendment or
         supplement thereto) or in any notification or offering circular, or
         arises out of or is based upon any alleged omission to state a material
         fact required to be stated therein or necessary to make the statements
         in any thereof not misleading, except insofar as the same may have been
         caused by any untrue statement or omission based upon information
         furnished in writing to such Pledgor or the issuer of such Pledged
         Securities by the Secured Party expressly for use therein. Each Pledgor
         further agrees, upon such written request referred to above, to use its
         best efforts to qualify, file or register, or cause the issuer of such
         Pledged Securities to qualify, file or register, any of the Pledged
         Securities under the Blue Sky or other securities laws of such states
         as may be requested by the Secured Party and keep effective, or cause
         to be kept effective, all such qualifications, filings or
         registrations. Each Pledgor will bear all costs and expenses of
         carrying out its obligations under this Section 9.

                           9.2.7 Information. If the Secured Party determines to
         exercise its right to sell any or all of the Collateral, upon written
         request, each Pledgor shall and shall cause the relevant Subsidiary,
         from time to time to furnish to the Secured Party all such information
         the Secured Party may request in order to determine the number of
         shares and other instruments included in the Pledged Collateral which
         may be sold by the Secured Party as exempt transactions under the
         Securities Act and the rules of the Securities and Exchange Commission
         thereunder, as the same are from time to time in effect.

                  9.3 Costs and Expenses. All costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses) incurred by the
Secured Party in connection with exercising any remedy provided for herein or at
law, performing any of the Pledgors' agreements contained herein or in respect
of any part of the Collateral, together with interest thereon (to the extent
permitted by law) computed at a rate per annum equal to the Overdue Rate from
the date on which such costs or expenses are incurred to the date of payment
thereof, shall


                                       11
<PAGE>   13


constitute indebtedness secured by this Agreement and shall be paid by the
Pledgors to the Secured Party on demand.

         10. REMEDIES CUMULATIVE; DELAY NOT WAIVER.

                  10.1 No right, power or remedy herein conferred upon or
reserved to the Secured Party is intended to be exclusive of any other right,
power or remedy, and every such right, power and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right, power and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy. Resort to any or all security now or hereafter held by the
Secured Party, may be taken concurrently or successively and in one or several
consolidated or independent judicial actions or lawfully taken nonjudicial
proceedings, or both.

                  10.2 No delay or omission of the Secured Party to exercise any
right or power accruing upon the occurrence and during the continuance of any
Lease Event of Default as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Lease Event of Default or an
acquiescence therein. Every power and remedy given by this Agreement may be
exercised from time to time, and as often as shall be deemed expedient, by the
Secured Party.

         11. APPLICATION OF PROCEEDS.

                  Upon the occurrence and during the continuation of a Lease
Event of Default, the proceeds of any sale of or other realization upon, all or
any part of the Collateral shall be applied:

                  FIRST, to the payment of all costs and expenses incurred by
         the Secured Party in connection with such sale or otherwise in
         connection with this Agreement, the Facility Lease, the Subsidiary
         Guaranty or any other Operative Document or any of the Obligations,
         including all court costs and the reasonable fees and expenses of its
         agents and legal counsel, the repayment of all advances made by the
         Secured Party hereunder or under the Facility Lease, the Subsidiary
         Guaranty or any other Operative Document on behalf of any Pledgor and
         any other costs or expenses incurred in connection with the exercise of
         any right or remedy hereunder or under any other Operative Document;

                  SECOND, to the payment of accrued and unpaid interest on the
         Obligations (including any interest which, but for the provisions of
         the Bankruptcy Code, would have accrued on such amounts);

                  THIRD, to the payment of the principal amounts of the
         Obligations outstanding;

                  FOURTH, to the payment in full of any remaining Obligations;
         and

                  FIFTH, to the Pledgors, their successors or assigns, or as a
court of competent jurisdiction may otherwise direct.


                                       12
<PAGE>   14


                  The Secured Party shall have absolute discretion as to the
time of application of any such proceeds, moneys or balances in accordance with
this Agreement. Upon any sale of the Collateral by the Secured Party (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the purchase money by the Secured Party or of the officer making
the sale shall be a sufficient discharge to the purchaser or purchasers of the
Collateral so sold and such purchaser or purchasers shall not be obligated to
see to the application of any part of the purchase money paid over to the
Secured Party or such officer or be answerable in any way for the misapplication
thereof.

         12. CERTAIN CONSENTS AND WAIVERS.

                  12.1 Each Pledgor hereby waives, to the maximum extent
permitted by Applicable Law (i) all rights under any law limiting remedies,
including recovery of a deficiency, under an obligation secured by a mortgage or
deed of trust on real property if the real property is sold under a power of
sale contained in the mortgage, and all defenses based on any loss whether as a
result of any such sale or otherwise, of each Pledgor's right to recover any
amount from any Subsidiary or the Facility Lessee, whether by right of
subrogation or otherwise; (ii) all rights under any law to require the Secured
Party to pursue the Facility Lessee or any other Person, any security which the
Secured Party may hold, or any other remedy before proceeding against the
Pledgors hereunder; (iii) until and only until the Obligations have been paid
and the covenants of the Operative Documents have been performed in full, all
rights of reimbursement or subrogation, all rights to enforce any remedy that
the Secured Party may have against the Facility Lessee, and all rights to
participate in any security held by the Secured Party; (iv) all rights to
require the Secured Party to give any notices of any kind, including, without
limitation, notices of nonpayment, nonperformance, protest, dishonor, default,
delinquency or acceleration, or to make any presentments, demands or protests,
except as set forth herein or in the Subsidiary Guaranty; (v) all rights to
assert the bankruptcy or insolvency of the Facility Lessee as a defense
hereunder or as the basis for rescission hereof; (vi) all defenses based on the
disability or lack of authority of the Facility Lessee or any Person, the
repudiation of the Operative Documents by the Facility Lessee or any Person, the
failure by the Secured Party to enforce any claim against the Facility Lessee,
or the unenforceability in whole or in part of any Operative Documents; (vii)
all suretyship and guarantor's defenses generally; (viii) all rights to insist
upon, plead or in any manner whatever claim or take the benefit or advantage of,
any appraisal, valuation, stay, extension, marshalling of assets, redemption or
similar law, or exemption, whether now or at any time hereafter in force, which
may delay, prevent or otherwise affect the performance by each Pledgor of its
obligations under, or the enforcement by the Secured Party of, this Agreement;
(ix) any requirement on the part of the Secured Party or any other Person to
mitigate the damages resulting from any default; and (x) except as otherwise
specifically set forth herein, all rights of notice and hearing of any kind
prior to the exercise of rights by Secured Party upon the occurrence and during
the continuation of a Lease Event of Default to repossess with judicial process
or to replevy, attach or levy upon the Collateral. To the extent permitted by
law, each Pledgor waives the posting of any bond otherwise required of the
Secured Party in connection with any judicial process or proceeding to obtain
possession of, replevy, attach, or levy upon the Collateral, to enforce any
judgment or other security for the Obligations, to enforce any judgment or other
court order entered in favor of the Secured Party, or to enforce by specific
performance,


                                       13
<PAGE>   15


temporary restraining order, preliminary or permanent injunction, this Agreement
or any other agreement or document between each Pledgor, and the Secured Party.
Each Pledgor further agrees that upon the occurrence and during the continuation
of a Lease Event of Default, the Secured Party may elect to nonjudicially or
judicially foreclose against any real or personal property security it holds for
the Obligations or any part thereof, or to exercise any other remedy against the
Facility Lessee, any security or any guarantor, even if the effect of that
action is to deprive any Pledgor of the right to collect reimbursement from the
Facility Lessee for any sums paid by such Pledgor to the Secured Party.

                  12.2 If the Secured Party may, under Applicable Law, proceed
to realize its benefits under any of the Operative Documents giving the Secured
Party a Lien upon any Collateral, whether owned by the Facility Lessee, any
shareholder, partner or by any other Person, either by judicial foreclosure or
by nonjudicial sale or enforcement, the Secured Party may, at its sole option to
the extent permitted by Applicable Law, determine which of its remedies or
rights it may pursue without affecting any of the rights and remedies of the
Secured Party under this Agreement. If, in the exercise of any of such rights
and remedies, the Secured Party shall forfeit any of its rights or remedies,
including any right to enter a deficiency judgment against the Facility Lessee
or any other Person, whether because of any Applicable Laws pertaining to
"election of remedies" or the like, each Pledgor hereby consents to such action
by the Secured Party and, to the extent permitted by Applicable Law, waives any
claim based upon such action, even if such action by the Secured Party shall
result in a full or partial loss of any rights of subrogation, indemnification
or reimbursement which such Pledgor might otherwise have had but for such action
by the Secured Party or the terms herein. Any election of remedies which results
in the denial or impairment of the right of the Secured Party to seek a
deficiency judgment against any of the parties to any of the Operative Documents
shall not, to the extent permitted by Applicable Law, impair each Pledgor's
obligation hereunder. In the event the Secured Party shall bid at any
foreclosure or trustee's sale or at any private sale permitted by law or the
Operative Documents, the Secured Party may bid all or less than the amount of
the Obligations. To the extent permitted by Applicable Law, the amount of the
successful bid at any such sale, whether the Secured Party or any other party is
the successful bidder, shall be conclusively deemed to be the fair market value
of the Collateral and the difference between such bid amount and the remaining
balance of the Obligations shall be conclusively deemed to be the amount of the
Obligations.

         13. ATTORNEY-IN-FACT; REIMBURSEMENT OF SECURED PARTY.

                  Each Pledgor hereby irrevocably constitutes and appoints the
Secured Party its true and lawful attorney-in-fact with full power and authority
in the place and stead of such Pledgor and in the name of such Pledgor, the
Secured Party or otherwise, from time to time in the Secured Party's discretion
after the occurrence and during the continuance of a Lease Event of Default to
take any action and to execute any instrument to enforce all rights of such
Pledgor with respect to the Collateral, including, without limitation, the right


                                       14
<PAGE>   16


                  13.1 to ask, require, demand, receive and give acquittance for
any and all moneys and claims for money due and to become due under or arising
out of the Collateral, including any dividend or other distribution in respect
of the Collateral or any part thereof;

                  13.2 to elect remedies thereunder, to endorse any checks or
other instruments or orders in connection therewith;

                  13.3 to vote, demand, receive and enforce such Pledgor's
rights with respect to the Collateral;

                  13.4 to give appropriate receipts, releases and satisfactions
for and on behalf of and in the name of such Pledgor or, at the option of the
Secured Party, in the name of the Secured Party, with the same force and effect
as such Pledgor could do if this Agreement had not been made; and

                  13.5 to file any claims or take any action or institute any
proceedings in connection therewith which the Secured Party has, by 30 days'
prior written notice to the Pledgors, identified as being reasonably necessary
or advisable;

provided, however, the Secured Party shall not exercise such rights unless upon
the occurrence and continuation of a Lease Event of Default, provided, further,
that nothing herein contained shall be construed as requiring or obligating the
Secured Party to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by the Secured Party, or to present or file
any claim or notice, or to take any action with respect to the Collateral or any
part thereof or the moneys due or to become due in respect thereof or any
property covered thereby. This power of attorney is a power coupled with an
interest and shall be irrevocable. The Secured Party shall be accountable only
for amounts actually received as a result of the exercise of the powers granted
to it herein, and neither it nor its officers, directors, employees or agents
shall be responsible to any Pledgor for any act or failure to act hereunder,
except for its own gross negligence or wilful misconduct.

                  13.6 Each Pledgor agrees to pay upon demand to the Secured
Party the amount of any and all reasonable expenses, including the reasonable
fees, other charges and disbursements of its counsel and of any experts or
agents, that the Secured Party may incur in connection with (i) the
administration of this Agreement, (ii) the custody or preservation of, or the
sale of, collection from, or other realization upon, any of the Collateral,
(iii) the exercise or enforcement of any of the rights of the Secured Party
hereunder or (iv) the failure by such Pledgor to perform or observe any of the
provisions hereof.

                  13.7 Any amounts payable as provided hereunder shall be
additional Obligations secured hereby and by the Subsidiary Guaranty. The
provisions of this Section 13.8 shall remain operative and in full force and
effect regardless of the termination of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the
invalidity or unenforceability of any term or provision of this Agreement or any
other Operative Document or any investigation made by or on behalf of the
Secured Party.


                                       15
<PAGE>   17


All amounts due under this Section 13.8 shall be payable on written demand
therefor and shall bear interest at the Overdue Rate.

         14. PERFECTION; FURTHER ASSURANCES.

                  14.1 Each Pledgor agrees that from time to time, at the
expense of such Pledgor, such Pledgor shall promptly execute and deliver all
instruments and documents, and take all action, that may be reasonably
necessary, or that the Secured Party may reasonably request, in order to perfect
and protect the assignment and security interest granted or intended to be
granted hereby or to enable the Secured Party to exercise and enforce its rights
and remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, each Pledgor shall (i) deliver the Collateral or
any part thereof to the Secured Party, as the Secured Party may request,
accompanied by such duly executed instruments of transfer or assignment as the
Secured Party may request, and (ii) execute and file such financing or
continuation statements, or amendments thereto, and such other instruments,
endorsements or notices, as may be reasonably necessary or desirable or as the
Secured Party may reasonably request, in order to perfect and preserve the
assignments and security interests granted or purported to be granted hereby.

                  14.2 Each Pledgor hereby authorizes the Secured Party to file
one or more financing or continuation statements, and amendments thereto,
relative to all or any part of the Collateral without the signature of such
Pledgor where permitted by law.

                  14.3 The Facility Lessee shall pay all filing, registration
and recording fees and all refiling, re-registration and re-recording fees, and
all reasonable expenses incident to the execution and acknowledgment of this
Agreement, any assurance, and all federal, state, county and municipal stamp
taxes and other taxes, duties, imports, assessments and charges arising out of
or in connection with the execution and delivery of this Agreement, any
agreement supplemental hereto, any financing statements, and any instruments of
further assurance.

                  14.4 Each Pledgor shall, promptly upon request, provide to the
Secured Party all information and evidence it may reasonably request concerning
the Collateral to enable the Secured Party to enforce the provisions of this
Agreement.

                  14.5 To the extent it may do so under Applicable Law, each
Pledgor, for itself, its successors and assigns, agrees that it shall not cast
any vote as a shareholder of any Subsidiary Guarantor (i) in favor of the
commencement of a voluntary case or other proceeding seeking liquidation,
reorganization, rehabilitation or other relief with respect to any Subsidiary
Guarantor or its respective debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect in any jurisdiction or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of the shareholder or any substantial part of such Subsidiary's
property, respectively (ii) to authorize any Subsidiary Guarantor to consent to
any such aforesaid relief or to the appointment of or taking possession by any
such aforesaid official in an involuntary case or other proceeding commenced
against any Subsidiary Guarantor or (iii) to authorize any Subsidiary Guarantor
to make a general assignment for the benefit of creditors.


                                       16
<PAGE>   18


                  14.6 Each Pledgor will take all actions within its power to
obtain like title to and the right to pledge any other property at any time
hereafter pledged by it to the Secured Party as Collateral hereunder.

                  14.7 Each Pledgor will pay, before any fine, penalty, interest
or cost attaches thereto, all taxes, assessments and other governmental or
non-governmental charges or levies (other than those taxes, assesments and
charges that it is contesting in good faith and by appropriate proceedings, and
in respect of which it has established adequate reserves for such taxes) now or
hereafter assessed, levied against the Collateral pledged by it hereunder or
upon the Liens for taxes and assessments not then delinquent or subject to a
contest and shall retain copies of, and, upon request, permit the Secured Party
to examine receipts showing payment of any of the foregoing.

         15. PLACE OF BUSINESS; LOCATION OF RECORDS.

                  Unless the Secured Party is otherwise notified, the place of
business and chief executive office of each Pledgor is, and all records of such
Pledgor concerning the Collateral are and will be, located at their respective
addresses set forth in Exhibit C hereto.

         16. CONTINUING ASSIGNMENT AND SECURITY INTEREST; TRANSFER OF
             OBLIGATIONS.

                  This Agreement shall create a continuing pledge and assignment
of and security interest in the Collateral and shall (a) remain in full force
and effect until payment in full of the Obligations; (b) be binding upon each
Pledgor, and their respective successors and assigns; and (c) inure, together
with the rights and remedies of the Secured Party, and its successors,
transferees and assigns. Without limiting the generality of the foregoing, the
Secured Party may assign or otherwise transfer all or any part of or interest in
the Obligations to any other Person to the extent permitted by and in accordance
with any of the Operative Documents, and such other Person shall thereupon
become vested with all or an appropriate part of the benefits in respect thereof
granted to the Secured Party herein or otherwise. The release of the security
interest in any or all of the Collateral, the taking or acceptance of additional
security, or the resort by the Secured Party to any security it may have in any
order it may deem appropriate, shall not affect the liability of any person on
the indebtedness secured hereby.

         17. TERMINATION OF SECURITY INTEREST.

                  Upon the earlier to occur of (a) the indefeasible payment and
performance in full of the Obligations and the termination of all obligations of
the Facility Lessee under the Facility Lease or (b) the Debt Covenant
Termination Date, this Agreement and the security interest and all other rights
granted hereby shall terminate and all rights to the Collateral shall revert to
the Pledgors. Upon any such termination, the Secured Party will, at each
Pledgor's expense and subject to Section 27 hereof, promptly execute and deliver
to such Pledgor such documents (including, without limitation, UCC-3 termination
statements) as the Facility Lessee or such Pledgor shall reasonably request to
evidence such termination.


                                       17
<PAGE>   19


         18. SECURITY INTEREST ABSOLUTE.

                  All rights of the Secured Party and the security interests
hereunder, and all obligations of each Pledgor hereunder, shall be absolute and
unconditional irrespective of:

                  18.1 Any lack of validity or enforceability of the Facility
Lease, the Subsidiary Guaranty, any other Operative Document, or any other
agreement or instrument relating thereto;

                  18.2 Any change in the time, manner or place of payment of, or
in any other term of the Obligations (including any increase in the amount
thereof), or any other amendment or waiver of or any consent to any departure
from the Facility Lease, the Subsidiary Guaranty, any Operative Document;

                  18.3 Any exchange, surrender, release or non-perfection of any
Collateral, or any release, amendment or waiver of or consent to departure from
any guaranty, for all or any of the Obligations;

                  18.4 Any bankruptcy or insolvency of any Pledgor or any other
Person; or

                  18.5 Any other circumstance which might otherwise constitute a
defense available to, or a discharge of, any Pledgor or a third party pledgor.

         19. LIMITATION ON DUTY OF SECURED PARTY WITH RESPECT TO THE COLLATERAL.

                  The powers conferred on the Secured Party hereunder are solely
to protect its interest in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care in the custody and
preservation of any Collateral in its possession and the accounting for monies
actually received by it hereunder, the Secured Party shall have no duty with
respect to any Collateral. The Secured Party shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in its
possession if the Collateral is accorded treatment that is substantially
equivalent to that which the Secured Party accords its own property, it being
expressly agreed, to the maximum extent permitted by law, that the Secured Party
shall have no responsibility for (i) ascertaining or taking action with respect
to calls, conversions, exchanges, maturities, tenders or other matters relative
to any Collateral, whether or not the Secured Party has or is deemed to have
knowledge of such matters, (ii) taking any necessary steps to preserve rights
against any parties with respect to any Collateral, but the Secured Party may do
so and all expenses incurred in connection therewith shall be part of the
Obligations or (iii) taking any action to protect against any diminution in
value of the Collateral.

         20. ADDITIONAL PLEDGORS.

                  Except as otherwise permitted by Section 5.11 of the
Participation Agreement, each Subsidiary of the Facility Lessee that was not in
existence or not a Subsidiary on the date of this Agreement, is required to
enter in this Agreement as a Pledgor upon becoming a Subsidiary if such
Subsidiary owns or possesses property of a type that would be considered
Collateral hereunder. Upon execution and delivery by the Secured Party and a
Subsidiary of an instrument


                                       18
<PAGE>   20


in the form of Annex 1, such Subsidiary shall become a Pledgor hereunder with
the same force and effect as if originally named as a Pledgor herein. The
execution and delivery of such instrument shall not require the consent of any
Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall
remain in full force and effect notwithstanding the addition of any new Pledgor
as a party to this Agreement.

         21. [INTENTIONALLY OMITTED].

         22. AMENDMENTS; WAIVERS; CONSENTS.

                  No amendment, modification, termination or waiver of any
provision of this Agreement, or consent to any departure by any Pledgor
therefrom, shall in any event be effective without the written concurrence of
the Secured Party and the Pledgors.

         23. NOTICES.

                  All notices required or permitted under the terms and
provisions hereof shall be in writing and any such notice shall be effective if
given in accordance with the provisions of Section 23.2 of the Facility Lease.
Notices to the Secured Party or the Facility Lessee may be given at the address
set forth in such Section 23.2. Notices to each other Pledgor may be given at
the following addresses:

                  1111 Louisiana Street
                  Houston, Texas 77002
                  Telephone No. (713) 207-3351
                  Facsimile No. (713) 207-9916
                  Attention: Treasurer

                  or such other address as notified by a party pursuant to the
                  terms hereof.

         24. FINANCIAL STATUS.

                  Each Pledgor hereby assumes responsibility for keeping itself
informed of the financial condition of each Subsidiary and the Facility Lessee
and any and all endorsers and/or other guarantors of any instrument or document
evidencing all or any part of the Obligations and of all other circumstances
bearing upon the risk of nonpayment of the Obligations or any part thereof that
diligent inquiry would reveal. Each Pledgor hereby agrees that the Secured Party
shall have no duty to advise any Pledgor of information known to the Secured
Party regarding such condition or any such circumstances or of any changes or
potential changes affecting the Collateral. In the event the Secured Party, in
its discretion, undertakes at any time or from time to time to provide any such
information to any Pledgor, the Secured Party shall be under any no obligation
(i) to undertake any investigation not a part of its regular business routine,
or reasonable commercial lending practices or (ii) to make any other or future
disclosure of such information to any other information to such Pledgor.


                                       19
<PAGE>   21


         25. MODIFICATION OF OBLIGATIONS.

                  If the Secured Party shall at any time or from time to time,
with or without the consent of, or notice to, any Pledgor:

                  25.1 change or extend the manner, place or terms of payment
of, or renew or alter all or any portion of, the Obligations;

                  25.2 take any action under or in respect of the Operative
Documents in the exercise of any remedy, power or privilege contained therein or
available at law, equity or otherwise, or waive or refrain from exercising any
such remedies, power or privileges;

                  25.3 amend or modify, in any manner whatsoever, the Operative
Documents;

                  25.4 extend or waive the time for any Pledgor's, the Facility
Lessee's or any other Person's performance of, or compliance with, any term,
covenant or agreement on its part to be performed or observed under the Facility
Lease or any other Operative Documents, or waive such performance or compliance
or consent to a failure of, or departure from, such performance or compliance;

                  25.5 take and hold security or collateral for the payment of
the Obligations, or sell, exchange, release, dispose of, or otherwise deal with,
any property pledged, mortgaged or conveyed, or in which the Secured Party has
been granted a Lien, to secure any indebtedness of any Pledgor or the Facility
Lessee to the Secured Party;

                  25.6 release or limit the liability of anyone who may be
liable in any manner for the payment of any amounts owed by any Pledgor or the
Facility Lessee to the Secured Party;

                  25.7 modify or terminate the terms of any intercreditor or
subordination agreement pursuant to which claims of other creditors of any
Pledgor or the Facility Lessee are subordinated to the claims of the Secured
Party; or

                  25.8 apply any sums by whomever paid or however realized to
any amounts owing by any Pledgor or of the Facility Lessee to the Secured Party
in such manner as the Secured Party shall determine in its discretion;

then, subject to Section 17 hereof, the Secured Party shall not incur any
liability to any Pledgor pursuant hereto as a result thereof and no such action
shall impair or release the obligations of any Pledgor under this Agreement;
provided that the provisions of this Section 25 shall not affect the rights of
any Pledgor to give any consent or to receive any notice in accordance with the
other Operative Documents.



                                       20
<PAGE>   22


         26. GOVERNING LAW.

                  This Agreement, including all matters of construction,
validity, performance and the creation, validity, enforcement or priority of the
lien of, and security interests created by, this Agreement in or upon the
Collateral shall be governed by the laws of the state of New York, without
reference to conflicts of law (other than Section 5-1401 of the New York General
Obligations Law), except as required by mandatory provisions of law and except
to the extent that the validity or perfection of the lien and security interest
hereunder, or remedies hereunder, in respect of any particular Collateral are
governed by the laws of a jurisdiction other than the state of New York.

         27. REINSTATEMENT.

                  This Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any amount received by the
Secured Party in respect of the Obligations is rescinded or must otherwise be
restored or returned by the Secured Party upon the insolvency, bankruptcy,
reorganization, liquidation of any Pledgor or the Facility Lessee or upon the
dissolution of, or appointment of any intervenor or conservator of, or trustee
or similar official for, any Pledgor or the Facility Lessee or any substantial
part of any Pledgor's or the Facility Lessee's assets, or otherwise, all as
though such payments had not been made.

         28. SEVERABILITY.

                  The provisions of this Agreement are severable, and if any
clause or provision shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction and shall not in
any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision of this Agreement in any jurisdiction.

         29. SURVIVAL OF PROVISIONS.

                  All agreements, representations and warranties made herein
shall survive the execution and delivery of this Agreement. Notwithstanding
anything in this Agreement or implied by law to the contrary, the agreements,
representations and warranties of each Pledgor set forth herein shall terminate
only upon payment of the Obligations.

         30. HEADINGS DESCRIPTIVE.

                  The headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose or be given any substantive effect.

         31. ENTIRE AGREEMENT.

                  This Agreement, together with any other agreement executed in
connection herewith, is intended by the parties as a final expression of their
agreement and is intended as a complete and exclusive statement of the terms and
conditions thereof.


                                       21
<PAGE>   23



         32. TIME.

                  Time is of the essence of this Agreement.

         33. COUNTERPARTS.

                  This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which shall together
constitute one and the same agreement.

         34. ATTORNEYS' FEES.

                  In the event any legal action or proceeding (including,
without limitation, any of the remedies provided for herein or at law) is
commenced to enforce or interpret this Agreement or any provision hereof, unless
any Pledgor is the prevailing party, such Pledgor shall indemnify the Secured
Party for its reasonable attorneys' fees and other costs and expenses incurred
therein, and if a judgment or award is entered in any such action or proceeding,
such reasonable attorneys' fees and other costs and expenses may be made a part
of such judgment or award.

         35. CONSENT TO JURISDICTION.

                  The Secured Party and each Pledgor agree that any legal action
or proceeding by or against any Pledgor or with respect to or arising out of
this Agreement, or any other Operative Document may be brought in or removed to
the courts of the State of New York, in and for the County of New York, or of
the United States of America for the Southern District of New York. By execution
and delivery of this Agreement, the Secured Party and each Pledgor accept, for
themselves and in respect of their property, generally and unconditionally, the
nonexclusive jurisdiction of the aforesaid courts. The Secured Party and each
Pledgor irrevocably consent to the service of process out of any of the
aforementioned courts in any manner permitted by law. Nothing herein shall
affect the right of any party to bring legal action or proceedings in any other
competent jurisdiction, including judicial or non-judicial foreclosure.
Notwithstanding the foregoing, service of process shall not be deemed served or
mailed to the Secured Party until a copy of all matters to be served have been
served on or mailed to Conemaugh Lessor Genco LLC, c/o Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890,
Attention: Corporate Trust Administration, telephone: (302) 651-1000,
telecopier: (302) 651-8882 or such other Person as the Secured Party may
hereafter designate by 30 days' prior written notice given in accordance with
Section 23 hereof. The Secured Party and each Pledgor hereby waive any right to
stay or dismiss any action or proceeding under or in connection with any or all
of this Agreement or any other Operative Document brought before the foregoing
courts on the basis of forum non-conveniens.


                                       22
<PAGE>   24



         36. WAIVER OF JURY TRIAL.

                  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO DEMAND A TRIAL BY JURY, IN ANY
SUCH SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, THE OTHER
OPERATIVE DOCUMENTS, OR THE SUBJECT MATTER HEREOF OR THEREOF OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY BROUGHT BY ANY OF THE PARTIES HERETO
OR THEIR SUCCESSORS OR ASSIGNS.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







                                       23
<PAGE>   25



                  IN WITNESS WHEREOF, each of the undersigned has caused this
Pledge and Security Agreement to be duly executed and delivered as of the date
first above written.



                            CONEMAUGH LESSOR GENCO LLC,
                            as Secured Party

                            By: WILMINGTON TRUST COMPANY,
                                not in its individual capacity but solely as
                                Lessor Manager under the LLC Agreement



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



                            RELIANT ENERGY NORTHEAST MANAGEMENT
                            COMPANY

                            RELIANT ENERGY MARYLAND HOLDINGS, LLC

                            RELIANT ENERGY NEW JERSEY HOLDINGS, LLC

                            RELIANT ENERGY MID-ATLANTIC POWER
                            SERVICES, INC.


                            By:
                               -------------------------------------------------
                               Name:  James E. Hammelman
                               Title: Authorized Officer


                            RELIANT ENERGY MID-ATLANTIC POWER
                            HOLDINGS, LLC, as Facility Lessee


                            By:
                               -------------------------------------------------
                               Name:  James E. Hammelman
                               Title: Treasurer




                                Signature Page to
                     Conemaugh Pledge and Security Agreement
<PAGE>   26


                                                                      SCHEDULE I
                                            to the Pledge and Security Agreement



                                    PLEDGORS
                                    --------

Reliant Energy Mid-Atlantic Power Holdings, LLC

Reliant Energy Northeast Management Company

Reliant Energy Maryland Holdings, LLC

Reliant Energy New Jersey Holdings, LLC

Reliant Energy Mid-Atlantic Power Services, Inc.







<PAGE>   27


                                                                     SCHEDULE II
                                                to Pledge and Security Agreement


                               PLEDGED SECURITIES



A. CAPITAL STOCK/MEMBERSHIP INTERESTS

<TABLE>
<CAPTION>
                                Number of            Registered           Number and            Percentage
            Issuer             Certificate              Owner           Class of Shares          of Shares
            ------             -----------           ----------         ---------------         ----------

<S>                            <C>             <C>                     <C>                      <C>
Reliant Energy Maryland             1          Reliant Energy          1,000 shares of             100%
Holdings, LLC                                  Mid-Atlantic Power      common shares
                                               Holdings, LLC

Reliant Energy Mid-Atlantic         4          Reliant Energy          100 shares of Common        100%
Power Services, Inc.                           Northeast Generation,   Stock
                                               Inc.

Reliant Energy New Jersey           1          Reliant Energy          1,000 shares of             100%
Holdings, LLC                                  Mid-Atlantic Power      common shares
                                               Holdings, LLC

Reliant Northeast Management        3          Reliant Energy          2,500 shares of             100%
Company                                        Mid-Atlantic Power      Common Stock
                                               Holdings, LLC
</TABLE>


B. PROMISSORY NOTES AND OTHER INSTRUMENTS

<TABLE>
<CAPTION>
                                                     Principal           Date of
            Lender              Borrower              Amount            Instrument           Maturity Date
            ------              --------             ---------          ----------           -------------
<S>                             <C>                  <C>                <C>                  <C>

                                                       None
</TABLE>




<PAGE>   28


                                    EXHIBIT A

                                IRREVOCABLE PROXY


         The undersigned hereby appoints CONEMAUGH LESSOR GENCO LLC (the
"Secured Party"), as Proxy with full power of substitution, and hereby
authorizes the Secured Party to represent and vote all of the shares of the
capital stock of [                  ], a [                    ], held of record
by the undersigned on the date of exercise hereof during the continuance of a
Lease Event of Default (as defined in that certain Pledge and Security Agreement
dated as of August 24, 2000, by and among Reliant Energy Mid-Atlantic Power
Holdings LLC, as Facility Lessee, each Subsidiary of the Facility Lessee party
thereto as a "Pledgor" and the Secured Party, as amended, restated, supplemented
or otherwise modified from time to time) at any meeting.


Date:
      ------------------------------------     --------------------------------,
                                               a
                                                ---------------

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





<PAGE>   29

NUMBER                   Incorporated under the laws of                  SHARES
**5**                               Delaware                             **100**

                RELIANT ENERGY MID-ATLANTIC POWER SERVICES, INC.


THIS CERTIFIES THAT Reliant Energy Mid-Atlantic Power Holdings, LLC --- is the
owner of One Hundred (100) fully paid and non-assessable Shares Common Stock,
par value $0.01 per share, of Reliant Energy Mid-Atlantic Power Services, Inc.
transferable only on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation.

Dated      July 28, 2000
      -----------------------

/s/                                               /s/
-----------------------------                     -----------------------------
                    Secretary                                    Vice President
<PAGE>   30


                                  STOCK POWER

FOR VALUE RECEIVED, RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC hereby
sells, assigns and transfers unto (PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF)_________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(____________) Shares of the ____________ Common Shares of RELIANT ENERGY
MID-ATLANTIC POWER SERVICES, INC. standing in its name on the books of said
Company represented by Certificate(s) No(s). __________________________________
herewith, and do hereby irrevocably constitute and appoint ____________________
_____________________________________________________attorney to transfer the
said stock on the books of said Company with full power of substitution in the
premises.

Dated ____________________


                                        RELIANT ENERGY MID-ATLANTIC POWER
                                        HOLDINGS, LLC

{NOTARY STAMP]

                                        By: /s/ JAMES E. HAMMELMAN
                                            --------------------------------
                                            Name:  James E. Hammelman
                                            Title: Treasurer

In presence of



/s/ SHARON L. BELCHER
---------------------------------
<PAGE>   31

NUMBER                   Incorporated under the laws of                 SHARES
**3**                             Pennsylvania                          **2500**

                  RELIANT ENERGY NORTHEAST MANAGEMENT COMPANY


THIS CERTIFIES THAT Reliant Energy Mid-Atlantic Power Holdings, LLC --- is the
owner of Two Thousand, Five Hundred (2,500) fully paid and non-assessable Shares
Common Stock, par value $20.00 per share, of Reliant Energy Northeast
Management Company transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation.

Dated      May 12, 2000
      -----------------------

/s/                                               /s/
-----------------------------                     -----------------------------
          Corporate Secretary                                    Vice President
<PAGE>   32


                                  STOCK POWER

FOR VALUE RECEIVED, RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC hereby
sells, assigns and transfers unto (PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF)_________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(____________) Shares of the ____________ Common Shares of RELIANT ENERGY
NORTHEAST MANAGEMENT COMPANY standing in its name on the books of said Company
represented by Certificate(s) No(s). __________________________________________
herewith, and do hereby irrevocably constitute and appoint ____________________
_____________________________________________________ attorney to transfer the
said stock on the books of said Company with full power of substitution in the
premises.

Dated ____________________


                                        RELIANT ENERGY MID-ATLANTIC POWER
                                        HOLDINGS, LLC

{NOTARY STAMP]

                                        By: /s/ JAMES E. HAMMELMAN
                                            -----------------------------------
                                            Name:  James E. Hammelman
                                            Title: Treasurer

In presence of



/s/ SHARON L. BELCHER
------------------------------------
<PAGE>   33

NUMBER                                                                 SHARES
**1**                                                                 **1,000**

                    RELIANT ENERGY NEW JERSEY HOLDINGS, LLC


     This Certifies that RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC is the
owner of ONE THOUSAND (1,000) fully paid and non-assessable common shares of
the above Limited Liability Company transferable only on the books of the
Limited Liability Company by the holder hereof in person or by duly authorized
Attorney upon surrender of this Certificate properly endorsed.

     Transfer of these Common Shares is subject to restrictions in the Limited
Liability Company Agreement of the Limited Liability Company.

     The Company will furnish without charge to each Common Shareholder who so
requests the powers, designation, preferences and relative participation rights
of Common Shareholders and the qualifications, limitations or restrictions of
such rights.

     In Witness Whereof, the said Limited Liability Company has caused this
Certificate to be signed by its duly authorized representative(s).

Dated:      JULY 28, 2000
      -----------------------

/s/                                               /s/
-----------------------------                     -----------------------------
Secretary                                         Vice President
<PAGE>   34


                                  STOCK POWER

FOR VALUE RECEIVED, RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC hereby
sells, assigns and transfers unto (PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF)_________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(____________) Shares of the ____________ Common Shares of RELIANT ENERGY NEW
JERSEY HOLDINGS, LLC standing in its name on the books of said Company
represented by Certificate(s) No(s). __________________________________________
herewith, and do hereby irrevocably constitute and appoint ____________________
_____________________________________________________attorney to transfer the
said stock on the books of said Company with full power of substitution in the
premises.

Dated ____________________


                                        RELIANT ENERGY MID-ATLANTIC POWER
                                        HOLDINGS, LLC

{NOTARY STAMP]

                                        By: /s/ JAMES E. HAMMELMAN
                                            -----------------------------------
                                            Name:  James E. Hammelman
                                            Title: Treasurer

In presence of



/s/ SHARON L. BELCHER
------------------------------------
<PAGE>   35

NUMBER                                                                  SHARES
**1**                                                                  **1,000**

                     RELIANT ENERGY MARYLAND HOLDINGS, LLC


     This Certifies that RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC is the
owner of ONE THOUSAND (1,000) fully paid and non-assessable common shares of the
above Limited Liability Company transferable only on the books of the Limited
Liability Company by the holder hereof in person or by duly authorized Attorney
upon surrender of this Certificate properly endorsed.

     Transfer of these Common Shares is subject to restrictions in the Limited
Liability Company Agreement of the Limited Liability Company.

     The Company will furnish without charge to each Common Shareholder who so
requests, the powers, designation, preferences and relative participation rights
of Common Shareholders and the qualifications, limitations or restrictions of
such rights.

     In Witness Whereof, the said Limited Liability Company has caused this
Certificate to be signed by its duly authorized representative(s).

Dated:     JULY 28, 2000
      -----------------------

/s/                                               /s/
-----------------------------                     -----------------------------
Secretary                                         Vice President
<PAGE>   36


                                  STOCK POWER

FOR VALUE RECEIVED, RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC hereby
sells, assigns and transfers unto (PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF)_________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(____________) Shares of the ____________ Common Shares of RELIANT ENERGY
MARYLAND HOLDINGS, LLC standing in its name on the books of said Company
represented by Certificate(s) No(s). __________________________________________
herewith, and do hereby irrevocably constitute and appoint ____________________
_____________________________________________________attorney to transfer the
said stock on the books of said Company with full power of substitution in the
premises.

Dated ____________________


                                        RELIANT ENERGY MID-ATLANTIC POWER
                                        HOLDINGS, LLC

{NOTARY STAMP]

                                        By: /s/ JAMES E. HAMMELMAN
                                            -----------------------------------
                                            Name:  James E. Hammelman
                                            Title: Treasurer

In presence of



/s/ SHARON L. BELCHER
------------------------------------
<PAGE>   37





                                    EXHIBIT B

                                   STOCK POWER


         FOR VALUE RECEIVED, ___________________, a __________
corporation/limited liability company, hereby sells, assigns and transfers unto
_______________________ ________ shares of the common stock of
___________________________________, a ________ corporation/limited liability
company, standing in its name on the books of
___________________________________, represented by the following
certificate(s): _______, and irrevocably appoints
________________________________ as attorney to transfer the stock with full
power of substitution in the premises.



Date:
      ------------------------------------     --------------------------------,
                                               a                 corporation
                                                ---------------

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





In the presence of:


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






<PAGE>   38


                                    EXHIBIT C


                      CHIEF EXECUTIVE OFFICES OF PLEDGORS;
                              LOCATIONS OF RECORDS


1.       Reliant Energy Mid-Atlantic Power Holdings, LLC
         1111 Louisiana Street
         Houston, Texas 77002

2.       Reliant Energy Northeast Management Company
         1111 Louisiana Street
         Houston, Texas 77002

3.       Reliant Energy Maryland Holdings, LLC
         1111 Louisiana Street
         Houston, Texas 77002

4.       Reliant Energy New Jersey Holdings, LLC
         1111 Louisiana Street
         Houston, Texas 77002

5.       Reliant Energy Mid-Atlantic Power Services, Inc.
         1111 Louisiana Street
         Houston, Texas 77002





<PAGE>   39


                                                                  ANNEX I to the
                                                   Pledge and Security Agreement



                  JOINDER AGREEMENT dated as of ________________, ________, to
the PLEDGE AND SECURITY AGREEMENT dated as of August 24, 2000 (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the
"Pledge Agreement"), among RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS LLC, a
Delaware limited liability company (the "Facility Lessee") and each subsidiary
of the Facility Lessee listed on Schedule I thereto (each of the Facility Lessee
and each such subsidiary individually a " Pledgor" and collectively, the
"Pledgors") and CONEMAUGH LESSOR GENCO LLC, a Delaware limited liability company
("Owner Lessor").

                  A. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Pledge Agreement.

                  B. The Pledgors have entered into the Pledge Agreement in
order to induce the Secured Party to enter into the transactions contemplated by
the Participation Agreement and other Operative Documents. Pursuant to Section
20 of the Pledge Agreement, each Subsidiary of the Facility Lessee that was not
in existence or not a Subsidiary on the date of the Participation Agreement is
required to enter into the Pledge Agreement as a Pledgor upon becoming a
Subsidiary if such Subsidiary owns or possesses property of a type that would be
considered Collateral under the Pledge Agreement. Section 20 of the Pledge
Agreement further provides that such Subsidiaries may become Pledgors under the
Pledge Agreement by execution and delivery of an instrument in the form of this
Joinder Agreement. The undersigned Subsidiary (the "New Pledgor") is executing
this Joinder Agreement in accordance with the requirements of the Pledge
Agreement to become a Subsidiary Pledgor under the Pledge Agreement as security
for the Obligations under the Pledge Agreement and the other Operative
Documents.

                  Accordingly, the New Pledgor agrees as follows:

         1. In accordance with Section 5.11 of the Participation Agreement, the
         New Pledgor by its signature below becomes a Pledgor under the Pledge
         Agreement with the same force and effect as if originally named therein
         as a Pledgor and the New Pledgor hereby agrees (a) to all terms and
         provisions of the Pledge Agreement applicable to it as a Pledgor
         thereunder and (b) represents and warrants that the representations and
         warranties made by it as a Pledgor thereunder are true and correct in
         all material respects on and as of the date hereof. In furtherance of
         the foregoing, the New Pledgor, as security for the payment and
         performance in full of the Obligations (as defined in the Pledge
         Agreement), does hereby create and grant to the Secured Party, a
         security interest in and lien on all


<PAGE>   40


         of the New Pledgor's right, title and interest in and to the Collateral
         (as defined in the Pledge Agreement) of the New Pledgor.

                  Each reference to a "Pledgor" in the Pledge Agreement shall be
         deemed to include the New Pledgor. The Pledge Agreement is hereby
         incorporated herein by reference.

                  2. The New Pledgor represents and warrants to the Owner Lessor
         that this Joinder Agreement has been duly authorized, executed and
         delivered by it and constitutes its legal, valid and binding
         obligation, enforceable against it in accordance with its terms,
         subject, as to enforcement of remedies, to applicable bankruptcy,
         insolvency, reorganization, moratorium and other similar laws affecting
         the enforcement of creditor's rights generally, from time to time in
         effect.

                  3. Without limiting the generality of the foregoing, the New
         Pledgor acknowledges that (i) the Pledge Agreement and all of the
         Collateral secure the payment and performance when due of the
         Obligations, (ii) in order to secure the Notes, the Owner Lessor has
         assigned and granted a first priority security interest in favor of the
         Lease Indenture Trustee in and to all of the Owner Lessor's right,
         title and interest in, to and under the Facility Lease (including all
         Obligations constituting Periodic Lease Rent, Supplemental Lease Rent
         (other than with respect to Excluded Property) and Termination Value)
         and the Subsidiary Guaranty in accordance with the Lease Indenture, and
         (iii) in furtherance of transactions contemplated in (ii) above and in
         order to secure the Notes, the Owner Lessor has assigned and granted a
         first priority security interest in favor of the Lease Indenture
         Trustee in and to all of the Owner Lessor's right, title and interest
         in, to and under the Pledge Agreement in accordance with the Lease
         Indenture. The New Pledgor hereby acknowledges notice of and consents
         to such assignments and to the creation of such Lien and security
         interest and acknowledges receipt of a copy of the Lease Indenture.
         Unless and until the Pledgors shall have received written notice from
         the Lease Indenture Trustee that the Lien of the Lease Indenture been
         fully terminated, the Lease Indenture Trustee shall be and remain the
         Secured Party hereunder and, as such, shall have the exclusive right
         (to the exclusion of the Owner Lessor), but shall not be obligated, to
         exercise any and all rights of the Secured Party under this Agreement
         to the extent set forth in and in accordance with the Lease Indenture.

                  4. This Joinder Agreement may be executed in counterparts,
         each of which shall constitute an original, but all of which when taken
         together shall constitute a single contract. This Joinder Agreement
         shall become effective when the Owner Lessor shall have received a
         counterpart of this Joinder Agreement that bears the signatures of the
         New Pledgor. Delivery of an executed signature page of this Joinder
         Agreement by facsimile transmission shall be as effective as delivery
         of a manually signed counterpart of this Joinder Agreement. The New


<PAGE>   41


         Pledgor shall promptly deliver an original counterpart to the Owner
         Lessor and the Lease Indenture Trustee.

                  5. The New Pledgor hereby represents and warrants that set
         forth on Schedule I attached hereto is a true and correct schedule of
         all its Pledged Securities.

                  6. Except as expressly supplemented hereby, the Pledge
         Agreement shall remain in full force and effect.

                  7. THIS JOINDER AGREEMENT SHALL BE IN ALL RESPECTS GOVERNED
         BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
         YORK, INCLUDING ALL MATTERS OF CONSTRUCTIONS, VALIDITY AND PERFORMANCE
         (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS, OTHER THAN
         NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401).

                  8. All communications and notices hereunder shall be in
         writing and given as provided in Section 23 of the Pledge Agreement.
         All communications and notices hereunder to the New Pledgor shall be
         given to it at the address set forth under its signature hereto with a
         copy to the Facility Lessee.



<PAGE>   42


                  IN WITNESS WHEREOF, the New Pledgor has duly executed this
Joinder Agreement to the Pledge Agreement as of the day and year first above
written.

                             [Name of New Pledgor],



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













<PAGE>   43


                      Pledged Securities of the New Pledgor


                                  CAPITAL STOCK

<TABLE>
<S>            <C>            <C>                 <C>               <C>
                Number of                           Number and       Percentage
    Issuer     Certificate    Registered Owner    Class of Shares    of Shares
    ------     -----------    ----------------    ---------------    ---------
</TABLE>

                                 DEBT SECURITIES

<TABLE>
<S>                        <C>                   <C>              <C>
      Issuer               Principal Amount      Date of Note     Maturity Date
      ------               ----------------      ------------     -------------
</TABLE>












<PAGE>   44


                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>   <C>                                                                     <C>
1.    Definitions.                                                               2

2.    Assignment, Pledge and Grant of Security Interest.                         2

3.    Obligations Secured, Owner Lessor Assignment.                              3

4.    Lease Events of Default.                                                   3

5.    Delivery of Collateral; Proxy.                                             3

6.    Representations and Warranties of Pledgors.                                4

7.    Voting Rights; Dividends; Registration in Nominee Name; Denominations.     6

8.    Covenants of Pledgor.                                                      8

9.    Remedies upon Lease Event of Default.                                      9

10.   Remedies Cumulative; Delay Not Waiver.                                    12

11.   Application of Proceeds.                                                  12

12.   Certain Consents and Waivers.                                             13

13.   Attorney-in-Fact; Reimbursement of Secured Party.                         14

14.   Perfection; Further Assurances.                                           16

15.   Place of Business; Location of Records.                                   17

16.   Continuing Assignment and Security Interest; Transfer of Obligations.     17

17.   Termination of Security Interest.                                         17

18.   Security Interest Absolute.                                               18

19.   Limitation on Duty of Secured Party with Respect to the Collateral.       18

20.   Additional Pledgors.                                                      18

21.   [INTENTIONALLY OMITTED].                                                  19

22.   Amendments; Waivers; Consents.                                            19
</TABLE>



                                       i
<PAGE>   45


<TABLE>
<S>   <C>                                                                     <C>
23.   Notices.                                                                  19

24.   Financial Status.                                                         19

25.   Modification of Obligations.                                              20

26.   Governing Law.                                                            21

27.   Reinstatement.                                                            21

28.   Severability.                                                             21

29.   Survival of Provisions.                                                   21

30.   Headings Descriptive.                                                     21

31.   Entire Agreement.                                                         21

32.   Time.                                                                     22

33.   Counterparts.                                                             22

34.   Attorneys' Fees.                                                          22

35.   Consent to Jurisdiction.                                                  22

36.   Waiver of Jury Trial.                                                     23
</TABLE>



SCHEDULES AND EXHIBITS
----------------------

Schedule I  Subsidiary Pledgors
Schedule II Pledged Securities

Exhibit A - Irrevocable Proxy
Exhibit B - Stock Power
Exhibit C - Chief Executive Offices of Pledgors; Locations of Records.

Annex I - Joinder Agreement





                                       ii