<PAGE>   1
                                                                  EXHIBIT 10.14a

                                LETTER OF CREDIT
                          AND REIMBURSEMENT AGREEMENT
                                  (CONEMAUGH)


                                     among

                RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC,
                                  as Borrower,


              BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH,
                                 as LOC Issuer,

                            THE BANKS NAMED HEREIN,
                                    as Banks



                                      and

              BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH,
                                    as Agent




                          dated as of August 24, 2000
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
                                                                            Page
                                                                            ----

<S>                                                                       <C>
ARTICLE I DEFINITIONS; CONSTRUCTION.......................................    1

     Section 1.1    Definitions...........................................    1
     Section 1.2    Construction..........................................    6

ARTICLE II LETTER OF CREDIT...............................................    7

     Section 2.1    Commitments...........................................    7
     Section 2.2    Amount and Term of the Letter of Credit...............    7
     Section 2.3    Participations in the Letter of Credit................    8
     Section 2.4    Drawing and Reimbursement.............................    8
     Section 2.5    Fees..................................................    8
     Section 2.6    Interest..............................................    9
     Section 2.7    Repayment.............................................   10
     Section 2.8    Prepayments...........................................   10
     Section 2.9    [Reserved]............................................   10
     Section 2.10   Payments..............................................   10
     Section 2.11   Computation of Interest and Fees......................   11
     Section 2.12   Payments on Non-Business Days.........................   11
     Section 2.13   Sharing of Payments, Etc..............................   11
     Section 2.14   Evidence of Debt......................................   12
     Section 2.15   Increased Costs.......................................   12
     Section 2.16   Capital Adequacy......................................   13
     Section 2.17   Taxes.................................................   13
     Section 2.18   Change of Law.........................................   15
     Section 2.19   Non-Availability......................................   15
     Section 2.20   Mitigation Provision; Replacement of Bank.............   16
     Section 2.21   Reduction in Commitments/Loans........................   17
     Section 2.22   Right of Set-off......................................   17
     Section 2.23   Minimum Amounts.......................................   17
     Section 2.24   Discretion of Banks as to Manner to Funding...........   17
     Section 2.25   Cash Collateralization................................   18

ARTICLE III CONDITIONS PRECEDENT..........................................   18

     Section 3.1    Conditions Precedent to Effectiveness of Agreement and
                    Issuance of Letter of Credit..........................   18

ARTICLE IV REPRESENTATIONS AND WARRANTIES.................................   19

     Section 4.1    Representations and Warranties........................   19

ARTICLE V COVENANTS.......................................................   21

     Section 5.1    Covenants.............................................   21
</TABLE>


                                       i
<PAGE>   3
<TABLE>
<S>                                                                          <C>
ARTICLE VI DEFAULTS AND REMEDIES..............................................22

    Section 6.1     Defaults and Remedies.....................................22

ARTICLE VII CHARACTER OF OBLIGATIONS..........................................24

    Section 7.1     Obligations Absolute......................................24
    Section 7.2     Limited Liability of Agent and Banks......................25

ARTICLE VIII THE AGENT........................................................25

    Section 8.1     Authorization and Action..................................25
    Section 8.2     Agent's Reliance, Etc.....................................26
    Section 8.3     HypoVereinsbank and Affiliates............................26
    Section 8.4     Bank Credit Decision......................................26
    Section 8.5     Indemnification...........................................27
    Section 8.6     Successor Agent...........................................27

ARTICLE IX MISCELLANEOUS......................................................27

    Section 9.1     Amendments, Etc...........................................27
    Section 9.2     Notices, Etc..............................................28
    Section 9.3     No Waiver; Remedies.......................................28
    Section 9.4     Costs and Expenses........................................28
    Section 9.5     Application of Moneys.....................................29
    Section 9.6     Severability..............................................29
    Section 9.7     [Reserved]................................................29
    Section 9.8     Binding Effect............................................29
    Section 9.9     Assignments and Participations............................29
    Section 9.10    Indemnification...........................................31
    Section 9.11    Governing Law.............................................31
    Section 9.12    Consent to Jurisdiction and Venue.........................31
    Section 9.13    Headings..................................................32
    Section 9.14    Execution in Counterparts.................................32
    Section 9.15    Waiver of Jury Trial......................................32
</TABLE>

Annex I       Commitment Amounts and Percentages
Exhibit A     Form of Letter of Credit
Exhibit B     Form of Note
Exhibit C     Form of Commitment Transfer Supplement


                                       ii
<PAGE>   4
                              LETTER OF CREDIT AND
                      REIMBURSEMENT AGREEMENT (CONEMAUGH)

          This Letter of Credit and Reimbursement Agreement (Conemaugh) (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 (1)
RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC, a Delaware limited liability
company (the "Borrower"), (2) BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK
BRANCH (in its capacity as issuer of the Letter of Credit (as defined below),
the "LOC Issuer"), (3) BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH, in
its individual capacity ("HypoVereinbank"), and each other bank that becomes a
party hereto pursuant to Section 9.9 (collectively with HypoVereinbank, the
"Banks") and (4) BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH, as agent
(in such capacity, together with its successors in such capacity, the "Agent")
for the Banks.

          A.   Pursuant to a Facility Lease, dated as of the date hereof (as
amended, supplemented or otherwise modified from time to time in accordance
with the terms thereof, the "Facility Lease"), between the Borrower, as
facility lessee and Conemaugh Lessor Genco LLC, as Owner Lessor, the Borrower
has agreed to pay rent in accordance with the terms thereof.

          B.   In connection with its obligations under the Facility Lease, the
Borrower has requested that the LOC Issuer issue and the Banks participate in,
and LOC Issuer is willing to issue and the Banks are willing to participate in,
the Letter of Credit upon the terms and conditions hereinafter set forth.

                                   ARTICLE I

                           DEFINITIONS; CONSTRUCTION

          Section 1.1    Definitions

          Unless the context hereof otherwise requires, capitalized terms used
in this Agreement, including those in the recitals, and not otherwise defined
herein shall have the respective meanings set forth in Appendix A to the
Participation Agreement (as defined below).

          The following terms are used in this Agreement with the following
respective meanings:

          "Adjusted Base Rate" means the higher of (i) the Federal Funds Rate
plus 0.5% and (ii) the Prime Rate.

          "Adjusted Base Rate Loan" means a Loan bearing interest at the
Adjusted Base Rate.

          "Applicable Rate" means, for any day, with respect to (a) the L/C
Fee, the applicable rate per annum set forth below under the caption "L/C Fee"
or (b) any Adjusted Base Rate Loan or LIBOR Rate Loan, the applicable rate per
annum set forth below under the caption "ABR Loan" or


                                       1
<PAGE>   5
"LIBOR Loan," as applicable, in each case based upon the long-term debt ratings
by Moody's and S&P, respectively, applicable on such date to the Index Debt of
the Borrower:


[CAPTION]

   LONG-TERM DEBT
     RATING
   (S&P/MOODY'S)            L/C FEE           ABR LOAN           LIBOR LOAN
   -------------            -------           --------           ----------
     Level I                 0.875%            0.125%              1.000%
    BBB+/Baa1
    or higher

     Level II                1.000%             0.25%              1.125%
     BBB/Baa2

     Level III               1.125%            0.375%              1.250%
     BBB-/Baa3

     Level IV                1.375%            0.625%               1.50%
     BB+/Ba1

     Level V                  1.75%             1.00%              1.875%
     BB/Ba2

     Level VI                 2.25%             1.50%               2.50%
     BB-/Ba3

     Level VII                2.75%             2.00%               3.00%
      B+/B1
     or lower


provided that, (A) for purposes of the foregoing, in the event such Index Debt
receives a split rating from Moody's and S&P, the applicable Level shall be
(1) the Level with the higher of such ratings in the event such ratings are one
Level apart and (2) the Level immediately above the lower rating in the event
such ratings are two or more Levels apart; (B) if at any time either Moody's or
S&P shall not have in effect a rating for such Index Debt, the Applicable Rate
shall be determined solely by the rating for such Index Debt established by the
rating agency that does have a rating for such Index Debt then in effect; (C) if
at any time the ratings established or deemed to have been established by
Moody's and S&P for such Index Debt shall be changed (other than as a result of
a change in the rating system of Moody's or S&P), such change shall be
effective as of the date on which it is first announced by the applicable
rating agency; and (D) if any Event of Default shall have occurred and be
continuing, each of Moody's and S&P shall be deemed to have established a
rating in the lowest category in the schedule above. Each change in the
Applicable Rate shall apply during the period commencing on the effective date
of such change and ending on the date immediately preceding the effective date
of the next such change. If the rating system of Moody's or S&P shall change,
or if either such rating agency shall cease to be in the business of rating
corporate debt obligations, the Borrower and the Banks shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Rate shall be determined
by reference to the rating most recently in effect prior to such change or
cessation.

     "Available Amount" has the meaning set forth in Section 2.2(a).


                                       2
<PAGE>   6


     "Beneficiary" means the beneficiary of the Letter of Credit (being
initially the Owner Lessor).

     "Business Day" means a day (other than a Saturday or Sunday) on which
banks are open for business in New York, New York, and, in matters relating to
the determination of a LIBOR Rate or an Interest Period, a day on which the
London interbank market deals in United States dollar deposits.

     "Closing Date" means the date on which the conditions precedent set forth
in Section 3.1 have been fulfilled.

     "Combined Documents" means collectively the Credit Documents and the
Operative Documents.

     "Commitment," as to any Bank, means the amount set forth in Annex I
attached hereto opposite such Bank's name or, if such Bank has, subsequent to
the date hereof, entered into one or more Commitment Transfer Supplements, set
forth for such Bank in the register maintained by the Agent, as the same may be
amended from time to time pursuant to the terms of this Agreement.

     "Commitment Percentage," as to any Bank at any time, means the percentage
which such Bank's Commitment then constitutes of the total Commitments of all
Banks.

     "Commitment Transfer Supplement" means a Commitment Transfer Supplement
entered into by a Bank and another Person substantially in the form of Exhibit
C.

     "Credit Documents" means this Agreement, the Notes, the Letter of Credit
and the Subsidiary Guaranty.

     "Default" means an event that with the giving of any required notice and/or
the lapse of any required time would constitute an Event of Default.

     "Drawing" means a drawing under the Letter of Credit.

     "Event of Default" has the meaning set forth in Section 6.1.

     "Excluded Taxes" has the meaning set forth in Section 2.17(a).

     "Expiration Date" means the earliest of (a) January 12, 2001, unless
extended pursuant to Section 2.2(b), in which case such extended date, or (b)
the date on which the Letter of Credit is terminated on the terms set forth
herein and therein.

     "Facility Lease" has the meaning set forth in paragraph A of the Recitals
hereof.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate per
annum equal for each day during such period to the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published for such day (or, if such
day is not a Business Day, for the next preceding Business


                                       3
<PAGE>   7

Day) by the Federal Reserve Bank of New York or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for
such day on such transactions received by the Agent from three federal funds
brokers of recognized standing selected by it.

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

     "Indemnified Party" has the meaning set forth in Section 9.10.

     "Index Debt" means, with respect to a Person, the corporate senior
unsecured long-term debt securities of such Person without any third-party
credit enhancement (any other debt security of such Person which is rated shall
be disregarded).

     "Interest Period" means with respect to any Loan bearing interest at the
LIBOR Rate, an interest period commencing on the date such Loan is made or the
date of the conversion of any such Loan into such LIBOR Rate loan, as the case
may be, and ending on the last day of the period selected by the Borrower
pursuant to Section 2.6(b) or 2.6(c), as the case may be, and thereafter, each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the last day of the period selected by the
Borrower pursuant to Section 2.6(c). The duration of each such Interest Period
shall be one, three, or six months, or such other period as mutually agreed
between the Borrower and the Agent; provided, however, that such Interest Period
shall, in all events, end no later than the next Rent Payment Date to occur.

     "Letter of Credit" means a letter of credit substantially in the form of
Exhibit A, issued or to be issued by the LOC Issuer, or any letter of credit
issued by the LOC Issuer in replacement thereof.

     "Level" means the applicable debt rating for the Index Debt of the
Borrower and shall refer to Level I, Level II, Level III, Level IV, Level V,
Level VI or Level VII, as applicable.

     "LIBOR Rate" means, for any Loan bearing interest at the LIBOR Rate, (i)
for any Interest Period which is a whole-month Interest Period, a rate per annum
equal to the offered rate for deposits in United States dollars (in the
approximate amount and having approximately the same maturity as the LIBOR Rate
Loan to be made) which appears on page 3750 of the Telerate Service (or on any
successor or substitute page of such service, or any successor to or substitute
for such service, providing comparable rate quotations, as may be nominated by
the British Bankers' Association for purposes of providing quotations of
interest rates applicable to Dollar deposits in the London interbank market) as
of 11:00 a.m. (London time), two (2) Business Days prior to the first day of the
Interest Period for such LIBOR Rate Loan, and in case of variations in rates,
the arithmetic average thereof rounded upwards, if necessary, to the nearest
1/100 of 1% and (ii) for any other Interest Period, the average (rounded
upwards, if necessary, to the nearest 1/100 of 1%) of the respective rates per
annum at which deposits in United States dollars are offered to each of the
Reference Banks in the London interbank market at or about 11:00 a.m. (London
time) two (2) Business Days prior to the first day of the Interest Period for
such LIBOR Rate Loan in an amount approximately equal to the principal amount of
the LIBOR Rate Loan of such Reference Bank to which such Interest Period is to
apply and for a period of time comparable to such Interest Period.


                                       4
<PAGE>   8

The Agent shall determine each LIBOR Rate which determination shall be
conclusive in the absence of manifest error. If any Reference Bank does not
furnish a timely quotation, the Agent shall determine the relevant interest
rate on the basis of the quotation or quotations furnished by the remaining
Reference Banks or if none of such quotations is available on a timely basis,
the provisions of Section 2.19 shall apply.

         "LIBOR Rate Loan" means a Loan bearing interest at the LIBOR Rate.

         "Loan" has the meaning set forth in Section 2.4.

         "Loan Repayment Date" means, in respect of each Loan, the date three
(3) years from the date of the Drawing giving rise to such Loan.

         "Material Adverse Effect" means (i) "Material Adverse Effect" as
defined in Appendix A to the Participation Agreement, (ii) a materially adverse
effect on the ability of Borrower or the Subsidiary Guarantors to perform their
respective obligations under any Credit Document, or (iii) a materially adverse
effect on the validity or enforceability of any Credit Document or any material
right and remedy of the Agent, the LOC Issuer or the Banks thereunder.

         "Note" has the meaning set forth in Section 2.14(a).

         "Notice Date" has the meaning set forth in Section 2.2(b).

         "Obligations" means all of the obligations of the Borrower to the
Banks and the Agent under this Agreement, and the Notes, whether for principal
(including reimbursement of amounts drawn under the Letter of Credit),
interest, fees, expenses, indemnification or otherwise.

         "Participant" has the meaning set forth in Section 9.9(b).

         "Participant Agreement" means the Participation Agreement dated as of
August 24, 2000 among the Borrower, Conemaugh Lessor Genco LLC, Wilmington
Trust Company, not in its individual capacity, except as expressly provided
therein, but solely as lessor manager, PSEGR Conemaugh Generation, LLC, Bankers
Trust Company, not in its individual capacity, except as expressly provided
therein, but solely as Lease Indenture Trustee and Bankers Trust Company, not
in its individual capacity, except as expressly provided therein, but solely as
Pass Through Trustee, as amended or modified from time to time.

         "Prime Rate" means the variable rate of interest per annum officially
announced or published by the Agent from time to time as its "prime rate," such
rate being set by the Agent as a general reference rate of interest, taking
into account such factors as the Agent may deem appropriate, it being
understood that many of the Agent's commercial or other loans are priced in
relation to such rate, that it is not necessarily the lowest or best rate
actually charged to any customer and that the Agent may make various commercial
or other loans at rates of interest having no relationship to such rate. For
purposes of this Agreement, each change in the Prime Rate shall be effective as
of the opening of business on the date announced as the effective date of the
change in such "prime rate."

         "Purchasing Bank" has the meaning set forth in Section 9.9(a).



                                       5

<PAGE>   9
     "Reference Bank" means, the principal New York offices of Hypo Vereinbank
and two other Banks designated by the Agent from time to time; provided, that if
an entity designated by the Agent is not a Bank, such entity shall be reasonably
acceptable to the Borrower.

     "Regulatory Change" means, subsequent to the date of this Agreement, any
adoption or change in United States Federal, state or municipal or foreign law
or regulations (including without limitation Regulation D) or the adoption or
change or making of any application, interpretation, directive, request or
guideline of or under any United States Federal, state or municipal or foreign
law or regulations by any court, central bank or Governmental Authority.

     "Related Reimbursement Agreements" means, collectively, this Agreement and
each of the letter of credit and reimbursement agreements entered into by the
Borrower with respect to the Related Participation Agreements.

     "Required Banks" means, at any time, Banks owed at least 51% of the sum of
Obligations then outstanding and the Commitments; provided, however, that, if
and so long as there are only two Banks, then "Required Banks" shall mean both
of such Banks.

     "Reserve Requirement" means, for Loans bearing interest at the LIBOR Rate,
the rate (expressed as a percentage) at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during the
Interest Period therefor under Regulation D by member banks of the Federal
Reserve System in New York City with deposits exceeding one billion United
States dollars against "Eurocurrency liabilities" (as such term is used in
Regulation D).

     "Taxes" means any and all taxes, including present or future income, stamp,
transfer, turnover, gross receipts, franchise, license, excise, real and
personal property, sales, use, employment, payroll, alternative, add-on minimum,
ad valorem, withholding and other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings now or hereafter imposed, levied, collected, withheld
or assessed by any Governmental Authority, and any and all interest, fines,
penalties, claims or other liabilities arising under or relating thereto,
including those on any of the Banks or on payments to be made to or received by
any of them from Borrower hereunder.

     "Termination Notice" has the meaning set forth in Section 2.2(c).

     Section 1.2 Construction.

     In this Agreement, unless expressly specified to the contrary: the singular
includes the plural and the plural the singular; words importing any gender
include the other genders; references to statutes are to be construed as
including all statutory provisions consolidating, amending or replacing the
statute referred to; references to "writing" include printing, typing,
lithography and other means of reproducing words in a tangible, visible form;
the words "including," "includes" and "include" shall be deemed to be followed
by the words "without limitation"; references to articles, sections (or
subdivisions of sections), recitals, appendices, exhibits, annexes or schedules
are to those of this Agreement; references to agreements and other instruments
shall be deemed to include all amendments and other modifications to such
agreements and instruments, but only to the extent such amendments and other
modifications are not prohibited by the terms of this Agreement; references to
Persons include their respective permitted successors


                                       6
<PAGE>   10
and assigns and, in the case of Governmental Authorities, Persons succeeding to
their respective functions and capacities; and all accounting terms used in
this Agreement shall be interpreted, all accounting determinations under this
Agreement shall be made and all financial statements required to be delivered
under this Agreement shall be prepared in accordance with generally accepted
accounting principles as in effect from time to time.


                                   ARTICLE II

                                LETTER OF CREDIT

     Section 2.1 Commitments.

     Each Bank hereby irrevocably agrees severally, on the terms and conditions
contained in this Agreement, to participate in the Letter of Credit in an
amount equal to such Bank's Commitment Percentage.

     Section 2.2 Amount and Term of the Letter of Credit.

     (a) Subject to the terms and conditions contained in this Agreement, the
LOC Issuer hereby agrees to issue the Letter of Credit on the date hereof for
the account of the Borrower in favor of the Owner Lessor and in the initial face
amount of $7,419,245 (as such amount may be reduced, increased or reinstated in
accordance with the terms thereof and hereof, the "Available Amount"). In the
event and to the extent that the Borrower prepays all or any portion of a Loan
hereunder within thirty (30) days of such Loan being made (or repays any Drawing
on the date of such Drawing in accordance with Section 2.4), the LOC Issuer
shall reinstate the Available Amount in an amount equal to such prepayment of a
Loan (or repayment of a Drawing) by notice to the Beneficiary in the form of
annex 4 to the Letter of Credit; provided, however, that the Available Amount
shall not be so reinstated if at the time of such prepayment (or repayment)(i) a
Default or Event of Default has occurred and is then continuing, (ii) a
Termination Notice has been given or (iii) the Notice Date then in effect has
passed and the Expiration Date has not been extended as provided in Section
2.2(b).

     (b) At any time prior to the original Expiration Date of the Letter of
Credit or any extension thereof pursuant to this Section 2.2(b)(the "Notice
Date"), the Banks may, in their sole discretion, extend the original or extended
Expiration Date, as the case may be, of the Letter of Credit for one or more
additional years beyond the original or extended Expiration Date, as the case
may be. The Agent shall notify the Borrower and the Beneficiary of the Banks'
decision regarding such extension on or prior to the applicable Notice Date
(such notice to set forth the face amount of the Letter of Credit applicable for
each year of such extension). Failure of the Agent to provide the Beneficiary
with written notice of renewal or nonrenewal on or prior to the applicable
Notice Date in respect of the original Expiration Date or any extended
Expiration Date, as the case may be, shall be deemed a nonrenewal of the Letter
of Credit beyond the original or extended Expiration Date, as the case may be.
If the Banks agree to extend the then current Expiration Date, the Expiration
Date of the Letter of Credit shall, effective from the notice to the Borrower
and the Beneficiary, be such extended date.

                                       7
<PAGE>   11
     (c) The LOC Issuer shall have the right, upon the occurrence and during the
continuance of an Event of Default, to deliver a notice in the form of Annex 2
to the Letter of Credit (a "Termination Notice").

     (d) The Agent shall, solely for informational purposes, deliver to the
Borrower a copy of any Termination Notice given to the beneficiary under the
Letter of Credit; provided, however, that the Banks' ability to terminate the
Letter of Credit shall not be contingent upon the Agent's delivery to the
Borrower of such notice and that neither the Agent nor the Banks shall incur any
liability whatsoever as a result of the Agent's failure to deliver such notice
to the Borrower.

     Section 2.3 Participations in the Letter of Credit. Immediately upon the
issuance of the Letter of Credit, the LOC Issuer shall be deemed to have sold
and transferred to each Bank, and each Bank shall be deemed to have purchased
and received from the LOC Issuer, in each case irrevocably and without any
further action by any party, an undivided interest and participation in the
Letter of Credit, each Drawing and the other Obligations in respect thereof in
an amount equal to such Bank's Commitment Percentage. In consideration and
in furtherance of the foregoing, each Bank hereby absolutely, irrevocably and
unconditionally agrees to pay to the LOC Issuer, in accordance with Section 2.4,
such Bank's Commitment Percentage of each payment made by the LOC Issuer of a
draft under the Letter of Credit.

     Section 2.4 Drawing and Reimbursement. The payment by the LOC Issuer of a
Drawing shall constitute the making by LOC Issuer of a loan in the amount of
such payment. In the event that a Drawing is not repaid by the Borrower by 1:00
p.m., New York time, on the day of such Drawing, the Agent shall promptly notify
each other Bank. Each such Bank shall, on the day of such notification, pay to
the Agent for the account of the LOC Issuer, in immediately available funds,
such Bank's Commitment Percentage of such Drawing which payment shall be deemed
a loan to the Borrower. In the event that any Bank fails to make available to
the Agent for the account of the LOC Issuer the amount of such Bank's Commitment
Percentage of such payment, the LOC Issuer shall be entitled to recover such
amount on demand from such Bank together with interest thereon at (i) for the
first three (3) Business Days of nonpayment, the Federal Funds Rate and (ii)
thereafter, the Federal Funds Rate plus 3.00%. Each payment by a Bank pursuant
to this Section 2.4 shall be deemed a "Loan" to the Borrower under this
Agreement.

     Section 2.5 Fees. The Borrower shall pay the following fees to the Agent
for the respective accounts of the Persons specified below:

          (a) for the account of the LOC Issuer, the fee set forth in that
     certain letter agreement of even date herewith between the Borrower and the
     LOC Issuer payable on the Closing Date;

          (b) for the account of the Agent, an annual administration fee as set
     forth in the letter to the Agent dated the date hereof and payable on the
     Closing Date and annually in advance thereafter;

          (c) to the Agent for the account of each Bank, a letter of credit fee
     equal to (i) from and including the Closing Date to and excluding the
     Expiration Date, the


                                       8
<PAGE>   12
         Applicable Rate on the daily average amount of such Bank's Commitment
         Percentage of the Available Amount, and (ii) during the continuance of
         an Event of Default, the rate that would otherwise apply pursuant to
         clause (i) plus 2.00%, payable in arrears on each Rent Payment Date
         following the Closing Date; and

                  (d) for the account of the LOC Issuer, such additional nominal
         administrative fees and charges (including cable charges) as are
         generally associated with letters of credit, in accordance with the LOC
         Issuer's standard internal charge guidelines, payable on the next Rent
         Payment Date.

                  Section 2.6       Interest.

                  (a)      The Borrower shall pay interest on the unpaid
principal amount of each Loan from the date of such Loan until such principal
amount has been repaid in full. Such interest shall be payable on the last
Business Day of each Interest Period applicable to such Loan and, in the case
of a Loan with an Interest Period of more than three months' duration, the
Business Day which is three months after the first day of such Interest Period
and the last Business Day of such Interest Period. Such interest shall be paid
at a rate per annum equal to (i) so long as no Event of Default has occurred
and is continuing, either, at the Borrower's option, (x) the sum of the
Adjusted Base Rate in effect from time to time plus the Applicable Rate or (y)
the sum of the LIBOR Rate in effect for the applicable Interest Period plus the
Applicable Rate, and (ii) so long as an Event of Default is continuing, (x) in
the case of any Adjusted Base Rate Loan, the Adjusted Base Rate plus 2.00% per
annum (the "Default Rate") and (y) in the case of a LIBOR Rate Loan during the
applicable Interest Period, the higher of the amount set forth in clause (i)(y)
above and the Default Rate. Except as provided above, any amount not paid when
due hereunder (including overdue interest to the extent permitted by Applicable
Law) shall accrue interest thereon at the Default Rate (and such interest shall
be payable on demand).

                  (b)      Each Drawing and each Loan made pursuant to Section
2.4 shall initially bear interest based on the Adjusted Base Rate as in effect
from time to time plus the Applicable Rate; provided, however, that so long as
no Event of Default shall have occurred that is continuing, prior to the making
of any Loan, the Borrower may give the Agent written notice of the Borrower's
election that such Loan shall bear interest based on the LIBOR Rate. Such notice
shall be irrevocable and shall be effective only if received by the Agent not
later than 10:00 a.m. (New York time) three (3) Business Days prior to the
occurrence of the Drawing giving rise to such Loan. The Agent shall promptly
notify the Banks of the contents of each such notice. Subject to Sections
2.6(d), 2.19 and 2.23, such Loan shall then bear interest based on the LIBOR
Rate from the date of such Loan.

                  (c)      Subject to Sections 2.19 and 2.23, unless an Event of
Default shall have occurred that is continuing, the Borrower may at any time,
upon three (3) Business Days' irrevocable written notice to the Agent, (i)
convert (x) any Adjusted Base Rate Loan to a LIBOR Rate Loan or (y) any LIBOR
Rate Loan to an Adjusted Base Rate Loan, (ii) convert LIBOR Rate Loans for a
specified Interest Period into LIBOR Rate Loans for a different Interest Period,
or (iii) continue LIBOR Rate Loans for a specified Interest Period as LIBOR Rate
Loans for the same Interest Period; provided, however, that any conversion of
any LIBOR Rate Loans into LIBOR Rate Loans for a different Interest Period or
into Adjusted Base Rate Loans, or any continuation of


                                       9
<PAGE>   13
LIBOR Rate Loans for the same Interest Period shall be made on, and only on the
last day of an Interest Period for such LIBOR Rate Loans. The Agent shall
promptly notify the Banks of the contents of each such notice. In the event
that Borrower fails to select the applicable interest rate within the time
period and otherwise as provided in this Section 2.6(c) (including as a result
of an Event of Default having occurred that is continuing), such Loan (if
outstanding as a LIBOR Rate Loan) will be automatically converted into an
Adjusted Base Rate Loan on the last day of the then current Interest Period for
such Loan or (if outstanding as an Adjusted Base Rate Loan) will remain as, or
(if not then outstanding) will be made as, an Adjusted Base Rate Loan.

     (d) The Borrower shall pay to the Agent for the account of each Bank, upon
the request of such Bank through the Agent, such amount or amounts as shall be
sufficient (in the reasonable opinion of such Bank) to compensate it for any
loss, cost or expense which such Bank determines is attributable to any failure
for any reason (i) of any LIBOR Rate Loan, pursuant to a notice given under
Section 2.6(b), to occur (ii) of the Borrower to convert an Adjusted Base Rate
Loan from such Bank to a LIBOR Rate Loan as and when specified in the relevant
notice given pursuant to Section 2.6(b) or 2.6(c).

     Section 2.7 Repayment. The Borrower shall repay the principal amount of
each Loan in six equal semi-annual installments of principal thereof commencing
on the first Rent Payment Date immediately succeeding the making of such Loan
and on the five immediately succeeding Rent Payment Dates. Each Loan shall
mature on the applicable Loan Repayment Date.

     Section 2.8 Prepayments.

     (a) Upon any termination of the Facility Lease, the Loans shall become
immediately due and owing together with accrued interest thereon.

     (b)  The Borrower may, at any time and from time to time on any Business
Day, upon prior written notice to the Agent not later than 11:00 a.m., New York
time, at least two (2) Business Days before the day of any prepayment of the
Loans, such notice stating the proposed date and aggregate principal amount of
the prepayment, and if such notice is given the Borrower shall, prepay without
premium or penalty (except as provided in Section 2.8(b)) the outstanding
principal amounts of the Loans in whole or in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid.

     (c) The Borrower agrees to indemnify each Bank and hold each Bank harmless
from any direct loss (but excluding any indirect, consequential or incidental
loss or damage), cost or out-of-pocket expense which such Bank incurs as a
result of a prepayment of any Loan bearing interest at the LIBOR Rate on a date
which is not the last day of an Interest Period applicable thereto.

     (d) All prepayments made hereunder shall be applied by the Agent and the
Banks against the principal amount of outstanding Loans on a pro-rata basis
among all such Loans.

     Section 2.9 [Reserved].

     Section 2.10 Payments. The Borrower shall make each payment hereunder and
under the Notes not later than 10:00 a.m., New York time, on the day when due in
United States

                                       10
<PAGE>   14
dollars to the Agent at its address set forth in Section 9.2, in immediately
available funds. The Agent will promptly thereafter cause to be distributed like
funds relating to the payment of principal (including reimbursement of
Drawings), interest or fees ratably (other than amounts payable for the account
of the Agent or the LOC Issuer pursuant to Section 2.5(a), (b) or (d) or payable
pursuant to Section 9.4) to the Banks and like funds relating to the payment of
any other amount payable to any Bank to such Bank, in each case to be applied in
accordance with the terms of this Agreement.

     Unless the Agent receives notice from the Borrower before the date on which
any payment is due to the Banks hereunder that the Borrower will not make such
payment in full, the Agent may assume that the Borrower has made such payment in
full to the Agent on such date, and the Agent may, in reliance upon such
assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due to such Bank. If and to the extent that the
Borrower has not so made such payment in full to the Agent, each Bank shall
repay to the Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date on which such Bank repays such amount to
the Agent (i) for the first three (3) days of non-repayment, at the Federal
Funds Rate and (ii) thereafter, at the Federal Funds Rate plus 3.00%.

     Section 2.11  Computation of Interest and Fees. All computations of
interest and fees hereunder shall be made on the basis of a year of three
hundred sixty (360) days (in the case of Adjusted Base Rate Loans, 365 or 366
days, as the case may be) for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest is
or fees are payable. Each calculation and each determination by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

     Section 2.12  Payments on Non-Business Days. Whenever any payment hereunder
or under any Note is stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, unless the next
succeeding Business Day falls within the next month, in which case such payment
shall be made on the preceding Business Day, and such extension or reduction of
time, as the case may be, shall in such case be included in the computation of
payment of interest or fees, as the case may be. If no due date is specified for
the payment of any amount payable by the Borrower hereunder, such amount shall
be due and payable not later than ten (10) Business Days after receipt by the
Borrower of written demand from the Agent for payment thereof.

     Section 2.13  Sharing of Payments, Etc. If any Bank obtains any payment
(whether voluntary, involuntary, through the exercise of any right of setoff, or
otherwise) on account of its Commitment or the Loans made by it (other than
pursuant to Section 9.4) in excess of its ratable share of such payments
obtained by all of the Banks, then such Bank shall be deemed to have received
such payment as agent for and on behalf of all the Banks and shall immediately
advise the Agent of the receipt of such funds and promptly transmit the amount
thereof to the Agent for prompt distribution among the Banks as provided for in
this Agreement and such funds transmitted to the Agent shall be credited as a
payment by the Borrower under this Agreement; provided that such Bank so
transmitting funds to the Agent shall not be deemed to have received, and the
Borrower shall be deemed not to have made to such Bank (to the extent funds are



                                       11
<PAGE>   15
transmitted to the Agent), any payment transmitted to the Agent by such Bank
pursuant to this Section 2.13.

         Section 2.14  Evidence of Debt. The indebtedness of the Borrower
resulting from all Loans made by each Bank from time to time shall be evidenced
by an appropriate notation on the schedule, or a continuation thereof, to the
promissory note substantially in the form of Exhibit B (each a "Note"),
delivered by the Borrower to such Bank.

         The books and accounts of the Agent shall be conclusive evidence,
absent manifest error, of the amounts of all Drawings, Loans, fees, interest and
other amounts advanced, due, outstanding, payable or paid pursuant to this
Agreement or any Note. At all times during which any Note is outstanding, the
Agent shall maintain a register as provided herein (the "Register"). All Notes
and any interest therein, and any transfers of any Notes and any interest
therein, shall be registered in the Register, and the Register shall serve as a
record of ownership that identifies the owner of each Note and any interest
therein. Notwithstanding any other provision of any Note to the contrary, no
transfer of any Note or any interest therein shall be effective unless and until
such transfer has been recorded in the Register.  This Section 2.14 shall be
construed so that each Note and any interest therein is maintained at all times
in "registered form" within the meaning of sections 163(f), 871(h) and 881(c) of
the Code. The Agent shall act as the Borrower's agent solely for the purposes of
maintaining the Register.

         Section 2.15. Increased Costs. If, after the date hereof, any
introduction of or change in any Applicable Law (including for purposes hereof,
any directive, guideline or requirement of any Governmental Authority (whether
or not having the force of law) or in the interpretation thereof by any
Governmental Authority charged with the administration thereof either (a)
imposes, modifies or makes applicable any reserve, special deposit or similar
requirement against letters of credit issued by, or assets held by, or deposits
or other liabilities in or for the account of, the Agent or any Bank, (b)
imposes on the Agent or any Bank any other condition regarding this Agreement,
the Agent, such Bank or the Letter of Credit or (c) subjects any Bank to any
additional liability for Tax with respect to this Agreement, or subjects any
payments to any Bank of principal of or interest on the Notes or the Loans, or
any other amounts payable hereunder, to any additional liability for Tax (other
then Excluded Taxes), and the result of any event referred to in the preceding
clause (a), (b) or (c) is to increase the cost to the Agent or such Bank of
issuing, participating in or maintaining the Letter of Credit, reduce the amount
of any payment receivable by the Agent or such Bank hereunder or reduce the rate
of return on any Bank's capital as a consequence of its obligations hereunder
below that which such Bank would have achieved but for such circumstance, then,
in each such case, upon demand by the Agent or such Bank, the Borrower shall pay
to the Agent or such Bank (to the Extent that such Bank has not already been
compensated or reimbursed for such amounts pursuant to this Agreement), from
time to time as specified thereby, additional amounts sufficient to compensate
the Agent or such Bank for such increased costs, reduction in payments
receivable or reduction in rate of return. A certificate as to any such
additional amount or amounts submitted by a Bank, through the Agent, to the
Borrower and the other Banks shall certify that similar demands have been made
to other customers of such Bank which are subject to similar provisions and
shall, in the absence of manifest error, be final and conclusive. In determining
such amount, a Bank may use any reasonable averaging and attribution methods.
Notwithstanding the foregoing, the Borrower shall only be obligated to
compensate any Bank or the Agent for any amount described in this Section 2.15
arising or occurring during (i) any

                                       12
<PAGE>   16
time period commencing not more than ninety (90) days prior to the date on
which such Bank notifies the Agent and the Borrower that such Bank or the Agent
proposes to demand such compensation and (ii) any time period during which,
because of the unannounced retroactive application of such statute, regulation
or other basis, such Bank could not have known that such amount might arise or
accrue.

       Section 2.16  Capital Adequacy. If the Agent or any Bank reasonably
determines that compliance with any Applicable Law (including for purposes
hereof, any directive, guideline or requirement of any Governmental Authority
(whether or not having the force of law)) affects or would affect the amount of
capital required or expected to be maintained by the Agent or such Bank or any
corporation controlling the Agent or such Bank and that the amount of such
capital is increased by or based upon the existence of such Bank's Commitment
or the participation in or issuance of the Letter of Credit or outstanding
Loans, then, upon demand by the Agent or such Bank, the Borrower shall pay to
the Agent or such Bank, from time to time as specified thereby, additional
amounts sufficient to compensate the Agent or such Bank in light of such
circumstances, to the extent that the Agent or such Bank reasonably determines
such increase in capital to be allocable to the existence of such Bank's
Commitment or the participation in or issuance of the Letter of Credit or such
Loans. A certificate as to any such additional amount or amounts submitted by a
Bank, through the Agent, to the Borrower and the other Banks shall certify that
similar demands have been made to other customers of such Bank which are
subject to similar provisions and shall, in the absence of manifest error, be
final and conclusive. In determining such amount, a Bank may use any reasonable
averaging and attribution methods. Notwithstanding the foregoing, the Borrower
shall only be obligated to compensate any Bank or the Agent for any amount
described in this Section 2.16 arising or occurring during (i) any time period
commencing not more than ninety (90) days prior to the date on which such Bank
notifies the Agent and the Borrower that such Bank or the Agent proposes to
demand such compensation and (ii) any time period during which, because of the
unannounced retroactive application of such statute, regulation or other basis,
such Bank could not have known that such amount might arise or accrue.

       Section 2.17  Taxes.

       (a)    Payments by the Borrower to each of the Banks under this
Agreement, any Loans and the Notes will be made free and clear of and without
deduction for Taxes, other than Taxes based on or measured by the net income or
receipts of such Bank (including franchise taxes imposed in lieu of net income
or receipts taxes) imposed by (x) the United States federal government, (y) the
jurisdiction where such Bank is organized or has its principal office or
transacts business or (z) the jurisdiction of the branch of such Bank
maintaining any Loan or the branch of the Agent through which it renders its
services as the Agent ("Excluded Taxes"). If the Borrower is required by law to
deduct Taxes (other than Excluded Taxes) from such a payment, then the sum
payable under the instrument to which the payment relates will be increased so
that there is no diminution in the amount any Bank actually receives on account
of the deduction.

       (b)    The Borrower hereby indemnifies and holds harmless each Bank from
and against, and agrees to reimburse each Bank on an after-tax basis (taking
into account any deductions or other benefits available for federal income tax
purposes for such Bank if it is a United States taxpayer and any deductions and
benefits available for income tax purposes in any jurisdiction in which such
Bank is a taxpayer) on demand for, any and all Taxes paid or incurred by

                                       13
<PAGE>   17
such Bank in connection with the transactions contemplated by this Agreement;
provided, however, that the foregoing indemnity does not cover Excluded Taxes.
Reimbursement on an "after-tax basis" means on a basis such that the Bank is
made whole after taking into account income taxes that the Bank will owe on the
indemnity or reimbursement payment in any jurisdiction and any related tax
benefits. Nothing in this paragraph shall interfere with the right of any Bank
to arrange its tax affairs in whatever manner it thinks fit and, in particular,
no Bank is under any obligation to claim a deduction or other benefit relating
to these transactions ahead of any other claim, relief, credit, deduction or
other benefit to which it is entitled. The applicable Bank shall promptly give
notice to the Borrower (but in no event later than sixty (60) days) after such
Bank has actual knowledge of the imposition of any Taxes subject to
indemnification hereunder; provided, however, that failure to give such notice
within such sixty (60) day period will not relieve the Borrower of the
obligation to indemnify such Bank in accordance with the terms hereof, except to
the extent of interest that would have been avoided had the notice been given
prior to the end of such sixty (60) day period. If the Agent or a Bank receives
a final refund in respect of any Taxes as to which the Agent or such Bank has
been indemnified or paid additional amounts by the Borrower pursuant to this
Section 2.17(b), the Agent or such Bank, as applicable, which 45 days from the
date of the receipt of such refund, shall pay over to the Borrower such refund
or portion thereof that is attributable to payments by the Borrower hereunder
(in each case, as the Agent or such Bank shall determine in its judgement using
reasonable averaging and attribution methods), net of a ratable portion of the
out-of-pocket expenses of the Agent or such Bank and without interest (other
than interest paid by the relevant Governmental Authority with respect to such
refund or portion thereof).


(c) All payments made by the Borrower to each of the Banks under this Agreement,
any Loans and the Notes will be made without setoff, counterclaim or other
defense.

(d) The Borrower will provide evidence that all Taxes imposed on payments under
this Agreement, any Loan or the Notes have been fully paid to the appropriate
authorities by delivering official receipts or notarized copies to Agent within
thirty (30) days after payment. The Borrower will compensate any Bank that has
to pay any Taxes because Borrower failed to timely furnish such evidence;
provided that prior to paying such Taxes, such Bank shall have notified the
Borrower of its intent to make such payment.

(e) Prior to the first Rent Payment Date, each Bank agrees that it will deliver
to the Agent and the Borrower either (A) in the case of a Bank, a letter stating
that it is a U.S. Person (as defined in Section 7701(a)(30) of the Code) and one
duly completed copy of Form W-9 establishing an exemption from United States
backup withholding tax or (B) if it is not a U.S. Person, one (1) duly completed
copy of Form W-8BEN or W-8ECI (or other appropriate corresponding form) or any
successor applicable form, as the case may be, certifying in each case that such
Bank is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes. If any Bank delivers to
the Borrower and the Agent Form W-8BEN or W-8ECI pursuant to the immediately
preceding sentence, it shall deliver to the Borrower and the Agent one (1)
further copy of such Form W-8BEN or W-8ECI, or successor applicable forms, or
other manner of certification, as the case may be, on or before the date that
any such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form previously delivered by it to the
Borrower, unless an event (including, without limitation, any change in treaty,
law or regulation) has occurred prior to the



                                       14
<PAGE>   18

date on which any such delivery would otherwise be required that renders the
previously delivered form inapplicable or that would prevent such Bank from duly
completing and delivering any such form with respect to it and such Bank advises
the Borrower that it is not capable of receiving payments without any deduction
or withholding of United States federal income tax, and in the case of a Form
W-8 or W-9, establishing an exemption from United States backup withholding tax.
The provisions of this Section 2.17(g) shall apply to any successor holder of a
Note.

         (f)  Notwithstanding the foregoing, if (A)(i) any Bank has previously
delivered to the Borrower and the Agent a Form W-BECI or successor applicable
form and (ii) by virtue of any action taken or not taken voluntarily by such
Bank, such Bank is not lawfully entitled to deliver a subsequent form W-BECI or
applicable successor form solely as a result of such Bank's failure to be
engaged in the active conduct of a trade or business in the United States or a
determination that all amounts to be paid to such Bank hereunder are not
effectively connected to such trade or business or (B) any Bank fails to provide
any form required under Section 2.17(g) hereof at a time when such Bank is
qualified to provide such form, the Borrower shall be under no obligation to
compensate or indemnify such Bank under this Section 2.17 or otherwise with
respect to any Tax required to be paid or withheld under United States federal
income tax law that would not have been required to be paid or withheld had such
Bank so delivered such Form W-BECI, applicable successor form or other form.

         Section 2.18  Change of Law. Notwithstanding any other provision of
this Agreement, if any Regulatory Change, or compliance by any Bank with any
Regulatory Change, makes it unlawful or impossible for any Bank to make,
maintain or continue its proportionate interest in the Letter of Credit, then
such Bank shall promptly give notice together with evidence thereof to the
Borrower and the Agent, and the Borrower shall pay forthwith all amounts
outstanding, accrued or payable under this Agreement to such Bank and cause such
Bank to be released from all obligations of such Bank under this Agreement.

         A Bank shall (consistent with legal and regulatory restrictions) and
with consent of the LOC Issuer (which consent shall not be unreasonably withheld
or delayed) designate a different lending office for the Loans (or commitments
therefor) or its participation in the Letter of Credit affected pursuant to this
Section 2.18 before giving any notice to the Borrower and the Agent pursuant to
this Section 2.18 if such designation will avoid the need for giving such notice
and will not, in the sole opinion of such Bank, be disadvantageous to such Bank,
except that such Bank shall have no obligation to designate a lending office
located in the United States of America. If the Borrower so requests within ten
(10) days of receipt of the notice referred to above (which notice is based on
circumstances not generally applicable to United States or foreign lenders
making loans of the types contemplated hereunder), such Bank shall (consistent
with legal and regulatory restrictions) comply with Section 2.20 hereof.

         Section 2.19.  Non-Availability. If at any time United States dollar
deposits in the principal amount of any Bank's proportionate interest in, or
obligation under, any Loan bearing interest at the LIBOR Rate are not available
to such Bank in the London interbank market for the next Interest Period, such
Bank shall so notify the Agent, who shall so notify the Borrower, and the
obligation of such affected Bank to make or continue, or to convert Loans into
Loans bearing interest based on the LIBOR Rate shall be immediately suspended
and during such suspension shall be converted into an obligation to make or
continue or convert Loans into Loans bearing interest


                                       15

<PAGE>   19
based on the Adjusted Base Rate; provided, however, that outstanding Loans
bearing interest at the LIBOR Rate shall be converted into Loans bearing
interest at the Adjusted Base Rate on the last day of the then current Interest
Period applicable to such Loans.

         If at any time the Interest Rate then in effect based on the LIBOR
Rate does not adequately and fairly reflect, in the reasonable judgment of any
Bank, the cost for such Bank of advancing or maintaining its respective
proportionate interest in any Loan bearing interest at the LIBOR Rate during
any Interest Period, then such Bank shall notify the Agent, who shall so notify
the Borrower, and interest on such Bank's proportionate share of the Loans
shall for any subsequent Interest Period accrue at the Adjusted Base Rate.

         If the Borrower so requests after the suspension of a Bank's
obligation to make Loans bearing interest at the LIBOR Rate under this Section
2.19 for at least ten (10) consecutive Business Days based on circumstances not
generally applicable to United States or foreign lenders making loans of the
types contemplated hereunder, such Bank shall (consistent with legal and
regulatory restrictions) comply with Section 2.20 hereof.

         Section 2.20 Mitigation Provision; Replacement of Bank. Any Bank
claiming reimbursement from the Borrower under Section 2.15, 2.16 or 2.17
hereof shall use reasonable efforts (including, without limitation, if
requested by the Borrower, reasonable efforts to designate a different lending
office of such Bank (with the consent of the LOC Issuer, which consent shall
not be unreasonably withheld or delayed) or, in the case of the LOC Issuer a
difference issuance office) to mitigate the amount of such losses, costs,
expenses and liabilities, if such efforts can be made and such mitigation can
be accomplished without such Bank suffering (i) any economic disadvantage for
which such Bank does not receive full indemnity from the Borrower under this
Agreement or (ii) any legal or regulatory disadvantage,

         (b) Notwithstanding any thing to the contrary contained herein, the
Borrower shall have the right at any time and from time to time to replace any
of the Banks (each such Bank, a "Replaced Bank") other than the Agent or the
LOC Issuer with one or more other banks (which need not be existing Banks
hereunder), which are acceptable to the LOC Issuer and which shall have been
consented to by the Agent (which consent shall not be unreasonably withheld or
delayed) (each such Bank, a "Replacement Bank") that has agreed to purchase the
Commitments of the Replaced Bank pursuant to one or more Commitment Transfer
Supplements in accordance with the provisions of Section 9.9; provided, that:

                  (i) each such assignment shall be arranged by the Borrower
         (with such reasonable assistance from such Replaced Bank as the
         Borrower may reasonably request); and

                  (ii) no Replaced Bank shall be obligated to make any such
         assignment pursuant to this Section 2.21 unless and until such Replaced
         Bank shall have received one or more payments from the Replacement Bank
         in an aggregate amount equal to the aggregate outstanding principal
         amount of the Loans owing to such Replacement Bank, together with
         accrued and unpaid interest and fees thereon to the date of such
         payment and all other amounts payable to such Replaced Bank under this
         Agreement (including, in any event, any breakage indemnities of the
         type described in Section 2.8(c)).


                                       16

<PAGE>   20
Upon the effectiveness of such assignment and the receipt by the Replaced Bank
of the payment under clause (ii) above, the Replacement Bank shall become a Bank
hereunder and (except with respect to any indemnities under this Agreement with
respect to events or circumstances arising prior to the replacement of such
Replaced Bank, which shall survive as to such Replaced Bank) the Replaced Bank
shall cease to constitute a Bank hereunder.

     Section 2.21 Reduction in Commitments/Loans. The Borrower shall have the
right to refinance all Commitments and all of the outstanding Loans, if any, in
whole but not in part, without premium or penalty upon at least ten (10) days'
prior written notice to the Agent; provided, however, that the Borrower agrees
to indemnify each Bank and hold each Bank harmless from any direct loss (but
excluding any indirect, consequential or incidental loss or damage), cost or
out-of-pocket expense which such Bank incurs as a result of a refinancing
pursuant to this Section 2.21 of any Loan bearing interest at the LIBOR Rate on
a date which is not the last day of an Interest Period applicable thereto. In
any refinancing of such Commitments, the Borrower shall cause the Letter of
Credit to be released and returned to the LOC Issuer.

     Section 2.22 Right of Set-off. The Borrower hereby authorizes the Agent and
only the Agent, upon the occurrence and during the continuance of any Event of
Default, at any time and from time to time, without notice to the Borrower or
any Person (any such notice being hereby expressly waived by the Borrower to the
extent it may legally do so) to set off and appropriate and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held, and other indebtedness at any time owing, by any Banks in any of their
offices, wherever located (whether such deposits or indebtedness be in United
States dollars or in any other currency), to or for the credit or the account of
the Borrower against any and all of the Obligations and liabilities of the
Borrower now or hereafter existing under this Agreement, irrespective of whether
or not the Agent shall have made any demand hereunder or thereunder and although
such Obligations may be contingent or unmatured.

     Section 2.23 Minimum Amounts. Anything in this Agreement to the contrary
notwithstanding, the aggregate principal amount of Loans bearing interest based
on the LIBOR Rate shall be in an amount at least equal to $1,000,000 or in
multiples of $500,000 in excess thereof and, if any Loans bearing interest based
on the LIBOR Rate would otherwise be in a lesser principal amount for any
period, such Loans shall bear interest based on the Adjusted Base Rate during
such period.

     Not more than six (6) Loans bearing interest at the LIBOR Rate may be
outstanding at one time.

     Section 2.24 Discretion of Banks as to Manner to Funding. Notwithstanding
any other provisions of this Agreement, each Bank shall be entitled to fund and
maintain its funding of all or any party of its Loans in any manner it sees fit,
it being understood that for the purposes of this Agreement all determinations
hereunder shall be made assuming each Bank had actually funded and maintained
each Eurodollar Loan through the purchase of deposits of Dollars in the London
interbank market having a maturity corresponding to each Loan's Interest Period
and bearing an interest rate equal to the Eurodollar Rate for such Interest
Period and bearing an interest rate equal to the Eurodollar Rate for such
Interest Period.



                                       17
<PAGE>   21

     Section 2.25  Cash Collateralization. If at any time that all or any
portion of the Commitments are still outstanding, the long-term debt ratings by
S&P and Moody's applicable to the Index Debt of any Bank (the "Affected Bank")
shall be lower than BBB and Baa2, respectively, then within three Business Days
after receipt of a notice therefor by the Affected Bank from the LOC Issuer
(with a copy to the Agent), such Bank shall deposit with the Agent cash
collateral (pursuant to arrangements reasonably satisfactory to the LOC Issuer)
in an amount equal to such Bank's maximum Commitment net of such Bank's funding
of any Loans that are then outstanding; provided, that if after making such
deposit any Loans are repaid and the Letter of Credit is reinstated, such Bank
shall make an additional deposit of cash collateral with the Agent in an amount
equal to the product of such Bank's Commitment Percentage multiplied by the
amount so reinstated.


                                  ARTICLE III

                              CONDITIONS PRECEDENT

     Section 3.1  Conditions Precedent to Effectiveness of Agreement and
Issuance of Letter of Credit. The obligation of the LOC Issuer to issue the
Letter of Credit and the effectiveness of this Agreement are subject to the
following conditions precedent:

          (a) the Agent shall have received the following, each dated on or
     before the Closing Date unless otherwise specified below, in form and
     substance satisfactory to the Agent and in the number of originals or
     photostatic copies reasonably required by the Agent;

          (b) this Agreement and the Notes, duly executed by the Borrower;

          (c) a copy of the Facility Lease, duly executed by the parties
     thereto;

          (d) written opinions of counsel as to such matters as the Agent may
     reasonably request;

          (e) a certificate of Owner Lessor and the Lease Indenture Trustee as
     to the incumbency and specimen signatures of the officers of such Person
     authorized to make drawings on, and to execute and present certificates
     under, the Letter of Credit, and otherwise communicate with the Agent with
     respect thereto;

          (f) written evidence that the Certificates have been rated BBB by S&P
     and Baa2 by Moody's;

          (g) the Borrower shall have paid all accrued fees and expenses (as
     provided in Sections 2.5 and 9.4 hereof) of the Agent and the Banks
     (including the reasonable accrued fees and disbursements of counsel to the
     Agent and the Banks), to the extent that one or more statements for such
     fees and expenses have been presented for payment;


                                       18
<PAGE>   22
        (h) all conditions precedent under Section 4 of the Participation
    Agreement shall have been satisfied; and

        (i) the Agent shall have received such other approvals, opinions,
    evidence and documents as it may reasonably request and which are customary
    for transactions of the type contemplated by this Agreement.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

    Section 4.1 Representations and Warranties. The Borrower hereby makes the
following representations and warranties for the benefit of the Agent and the
Banks:

        (a) The Borrower (i) is a limited liability company duly organized,
    validly existing and in good standing under the laws of the State of
    Delaware and (ii) is duly qualified as a foreign limited liability company
    in each jurisdiction where the nature of its activities makes such
    qualification necessary and where the failure to be so qualified would have
    a Material Adverse Effect. The Borrower has all requisite power and
    authority to carry on its business as now being conducted and as proposed to
    be conducted.

        (b) The Borrower has all necessary power and authority to execute,
    deliver and perform its obligations under this Agreement and each other
    Credit Document to which it is a party.

        (c) All action on the part of the Borrower that is required for the
    authorization, execution, delivery and performance of this Agreement and
    each other Credit Document to which the Borrower is a party have been duly
    and effectively taken; and the execution, delivery and performance of this
    Agreement and each such other Credit Document does not require the approval
    or consent of any holder or trustee of any Indebtedness or other
    obligations of the Borrower.

        (d) This Agreement and each other Credit Document to which the Borrower
    is a party have been duly authorized, executed and delivered by the
    Borrower. Each of this Agreement and each other Credit Document to which
    the Borrower is a party constitutes a legal, valid and binding obligation
    of the Borrower enforceable against the Borrower in accordance with the
    terms hereof and thereof, except as the enforceability thereof may be
    limited by bankruptcy, fraudulent conveyance, insolvency, or similar laws
    affecting creditors' rights generally, and subject to general principles of
    equity.

        (e) Neither the execution, delivery and performance of this Agreement
    or any other Credit Document to which the Borrower is a party, nor the
    consummation of any of the transactions contemplated hereby or thereby
    (A) contravenes any provision of Applicable Law applicable to the
    Borrower, except any contravention which, individually or in the aggregate,
    could not reasonably be expected to result in a Material Adverse Effect or
    (B) conflicts or is inconsistent with or constitutes a default under or
    results in the acceleration of, any obligation under the formation
    documents of the Borrower, or of any



                                       19


<PAGE>   23
other terms of any other Credit Document or any other agreement or instrument to
which the Borrower is a party or by which the Borrower or any of its property or
assets is bound or to which the Borrower may be subject except, any such
conflict, inconsistency, default or violation which, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

     (f) The Borrower is in compliance with any and all Applicable Law
applicable to it, except any such noncompliance which, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

     (g) All Governmental Approvals which are required to be obtained by, in
the name of or on behalf of the Borrower in connection with the execution,
delivery and performance by the Borrower of this Agreement and other the Credit
Documents to which it is a party have been duly obtained or made, are validly
issued and are in full force and effect.

     (h) There are no claims, actions, suits, investigations or proceedings at
law or in equity (including any Environmental Claims) or by or before any
arbitrator or Governmental Authority now pending against the Borrower or, to
the knowledge of the Borrower, threatened against the Borrower or any property
or other assets or rights of the Borrower that could reasonably be expected to
result in a Material Adverse Effect.

     (i) The Borrower is not subject to regulation by any Governmental Authority
under PUHCA as a "public utility company" or an "affiliate," or "subsidiary
company" of a "registered holding company" or a company subject to registration
under PUHCA.

     (j) The Borrower is not an "investment company" or an entity "controlled"
by an "investment company," as such terms are defined in the Investment Company
Act of 1940, as amended.

     (k) The Borrower is in compliance with all existing applicable
Environmental Laws and there are no existing facts, circumstances or conditions
which could under any existing Environmental Law, individually or in the
aggregate with all other circumstances or conditions, reasonably be expected to
result in a Material Adverse Effect.

     (l) Each of the representations and warranties of the Borrower set forth in
Section 3.1 of the Participation Agreement (including any schedules referenced
therein) are true and correct as of the date hereof.

     (m) In accordance with Section 9.12, the Borrower has validly submitted to
the jurisdiction of any court of the State of New York or any court of the
United States of America located in the State of New York.

     (n) Since March 31, 2000, no event has occurred or circumstance exists
which would have a Material Adverse Effect.


                                       20

<PAGE>   24


                    (o) None of the information, reports and other papers and
written data (excluding financial projections and forecasts) with respect to the
Borrower and its Subsidiaries, taken as a whole, furnished to the Agent and the
Banks by the Borrower or any such Subsidiary, contains any untrue statement of a
material fact, or omits to state any material fact necessary in order to make
the statements contained therein not misleading, in either case, which has not
been corrected, supplemented or remedied by subsequent documents furnished or
statements made in writing to the Banks. The financial projections and forecasts
were prepared in good faith and on the basis of information and assumptions that
the Borrower believed to be reasonable.

                                   ARTICLE V

                                   COVENANTS


     Section 5.1 Covenants. (a) So long as any Commitment is in effect, the
Letter of Credit is outstanding or any of the Obligations remain unpaid, unless
compliance has been waived in accordance with Section 9.1, all of the covenants
of the Borrower contained in Section 5 (other than Section 5.8) of the
Participation Agreement, together with any defined terms referenced and
schedules referred to therein (in the form of such covenants, definitions and
schedules as they exist as of the date of this Agreement and as they may
hereafter be amended from time to time, but only to the extent that the
incorporation of any such amendments into this Agreement has been consented to
in accordance with Section 9.1), are hereby incorporated and made applicable by
reference as if set forth in their entirety in this Agreement and the Borrower
shall observe and perform all of such incorporated covenants; provided,
however, that references therein to the Lease Indenture Trustee and the Pass
Through Trustee shall be as incorporated herein a reference to the Agent (and
the parties hereto agree that any action, consent or approval given therein by
the Lease Indenture Trustee or the Pass Through Trustee shall as incorporated
herein be given by the Agent at the direction of or with the consent of the
Required Banks); provided, further that references therein to a Material
Adverse Effect shall be as incorporated herein a reference to such term as
defined herein; provided further that for purposes hereof, the Debt Covenant
Termination Date shall not be deemed to have occurred until all of the
Commitments have terminated, the Letter of Credit has expired and the
Obligations have indefeasibly been repaid in full.

               (b) The Borrower hereby covenants that it shall make, or cause
to be made, any and all payments due and owning by the Borrower under the
Related Reimbursement Agreements pro rata among the Related Reimbursement
Agreements without preference to any Related Reimbursement Agreement.

               (c) The Borrower hereby covenants that upon or prior to the
consummation of any transaction by the Borrower pursuant to Section 14 of the
Participation Agreement the Borrower shall cause the Beneficiary to return the
Letter of Credit to the LOC Issuer for cancellation.




                                       21
<PAGE>   25
                                   ARTICLE VI

                             DEFAULTS AND REMEDIES

          Section 6.1  Defaults and Remedies. If any one of the following events
(each an "Event of Default") shall occur and be continuing:

              (a) any amount in respect of fees, costs or expenses due by the
     Borrower under this Agreement shall not be paid in full within five (5)
     days following delivery of notice thereof to the Borrower;

              (b) any amount due by the Borrower in respect of interest on any
     Loan shall not be paid in full within five (5) days after its due date;

              (c) any amount due by the Borrower in respect of principal of any
     Loan shall not be paid to the Agent when due;

              (d) any representation or warranty made by or on behalf of the
     Borrower in this Agreement (other than Section 4.1(k) or (l)) shall prove
     to have been incorrect in any material respect when made;

              (e) any representation or warranty made by the Borrower in Section
     4.1(k) or (l) of this Agreement, by any Subsidiary Guarantor in the
     Subsidiary Guaranty, or by the Borrower in any certificate delivered by or
     on behalf of the Borrower to the Agent or the Banks hereunder shall prove
     to have been incorrect in any material respect when made and continues to
     be material and unremedied for a period of 30 days after receipt by the
     Borrower of written notice thereof; provided, however, that if such
     condition cannot be remedied within such 30-day period, then the period
     within which to remedy such condition shall be extended up to an additional
     120 days, so long as the Borrower diligently pursues such remedy and such
     condition is reasonably capable of being remedied within such additional
     120-day period, and the continuation of such condition during the period of
     such extension would not have a Material Adverse Effect.

              (f) the Borrower shall fail to perform or observe in any material
     respect the covenants set forth in Sections 5.3, 5.4, 5.5 or 5.6 of the
     Participation Agreement or, to the extent such covenant relates to liens in
     respect of borrowed money, 5.7 of the Participation Agreement, in each case
     as incorporated in Section 5.1 of this Agreement, so long as such covenants
     remain in effect, in each case, within 30 days after the occurrence
     thereof;

              (g) the Borrower shall fail to perform or observe any of its
     covenants contained (including by incorporation by reference) in any other
     provision of this Agreement (other than those referred to in paragraphs
     (a), (b), (c), and (f) above) and such failure shall continue uncured for
     sixty (60) or more days after an Authorized Officer of the Borrower has
     actual knowledge of such failure; provided that if the Borrower commences
     and diligently pursues efforts to cure such default within such sixty (60)
     day period, the Borrower may continue to effect such cure of the default
     (and such default shall not be


                                       22
<PAGE>   26
deemed an Event of Default) for an additional sixty (60) days so long as the
Borrower is diligently pursuing such cure; or

     (h)  a Lease Event of Default under any of clauses (c) or (d) of Section 16
of the Facility Lease shall occur and be continuing; or

     (i)  default under any bond, debenture, note or other evidence of
Indebtedness (but excluding Indebtedness arising under the Operative Documents,
under Other Lease Transactions or Nonrecourse Indebtedness) for money borrowed
by the Borrower under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness of
the Borrower or any Subsidiary Guarantor, whether such indebtedness now exists
or shall hereafter be created, which Indebtedness is in an aggregate principal
amount exceeding $50,000,000 (as such amount is Escalated) and which default
shall have resulted in such Indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, without such Indebtedness having been discharged, or such acceleration
having been rescinded or annulled; or

     (j)  one or more final judgments or decrees shall be entered against the
Borrower or any Subsidiary Guarantor involving in the aggregate a liability
(not paid or fully covered by insurance (taking into account any deductibles))
of $50,000,000 (as such amount may be Escalated) or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 90 days from the entry thereof; or

     (k)  the occurrence of a Change of Control; or

     (l)  the Borrower or any Subsidiary Guarantor that is a Significant
Subsidiary shall (i) commence a voluntary case or other proceeding seeking
relief under the Bankruptcy Code or liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect, or apply for or consent to the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, or (ii) consent to, or
fail to controvert in a timely manner, any such relief or the appointment of or
taking possession by any such official in any voluntary case or other
proceeding commenced against it, or (iii) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, or (iv) make
a general assignment for the benefit of creditors; or

     (m)  an involuntary case or other proceeding shall be commenced against
the Borrower or any Subsidiary Guarantor that is a Significant Subsidiary
seeking (i) liquidation, reorganization or other relief with respect to it or
its debts under the Bankruptcy Code or any bankruptcy, insolvency or other
similar law now or hereafter in effect, or (ii) the appointment of a trustee,
receiver, liquidator, custodian or other similar official with respect to it or
any substantial part of its property or (iii) the winding-up or liquidation of
the Borrower or such Subsidiary Guarantor; and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or


                                       23
<PAGE>   27
                  (n) acceleration of the obligations under any other Related
         Reimbursement Agreement;

then, and in any such event, the agent shall at the request of the Required
Banks take one or more of the following actions, (i) by notice to the Borrower
after giving sixty (60) days' written notice to the Beneficiary and the lapse
of the time period required prior to termination by the Letter of Credit,
terminate the Letter of Credit, or (ii) declare the Obligations, all accrued
and unpaid interest thereon and all other amounts payable under this Agreement
and the Notes to be forthwith due and payable, whereupon the Obligations, all
such interest and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower, or (iii) terminate the
ability of the Borrower to cause reinstatement of the Available Amount as
provided in Section 2.2(a); provided, however, that upon the occurrence of an
Event of Default under clause (l) or (m) above with respect to the Borrower, the
Obligations, all accrued and unpaid interest thereon and all other amounts
payable under this Agreement and the Notes shall automatically become then due
and payable and the ability of the Borrower to cause reinstatement of the
Available Amount shall automatically terminate, in each case without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived by the Borrower.

                                  ARTICLE VII

                            CHARACTER OF OBLIGATIONS

         Section 7.1       Obligations Absolute.  The Obligations shall be
absolute, unconditional and irrevocable and shall not be affected or impaired
under any circumstances whatsoever, including the following circumstances:

                  (a) any lack of validity or enforceability of any provision of
         any Combined Document;

                  (b) any amendment or waiver of, or any consent to departure
         from, any provision of any Combined Document;

                  (c) the existence of any claim, setoff, defense or other right
         that the Borrower may have at any time against the Owner Lessor, any
         other beneficiary of the Letter of Credit (or any Person for whom the
         Owner Lessor or any such beneficiary may be acting), any Bank, the
         Agent or any other Person, whether in connection with any Combined
         Document, the transactions contemplated thereby or any unrelated
         transaction;

                  (d) any statement or signature in any certificate or other
         document presented under the Letter of Credit proving to be forged,
         fraudulent, invalid or insufficient in any respect, or any such
         statement being untrue or inaccurate in any respect whatsoever;

                  (e) any exchange, release or nonperfection of any collateral,
         or any release, amendment or waiver of or consent to departure from any
         Combined Document or any guaranty, for any of the Obligations;


                                       24
<PAGE>   28

                  (f) payment by a Bank under the Letter of Credit against
         presentation of a draft or certificate that does not comply with the
         terms of the Letter of Credit; and

                  (g) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing.

Nothing in this Section 7.1 shall limit any right of the Borrower to make any
separate claim against the LOC Issuer under Section 7.2.

         Section 7.2  Limited Liability of Agent and Banks. As among the
Borrower, the Agent and the Banks, the Borrower assumes all risks of the acts
or omissions of the beneficiaries of the Letter of Credit with respect to the
use of the Letter of Credit. Neither the Agent nor any Bank nor any of their
respective officers, directors, employees or agents shall be liable or
responsible for (a) the use that may be made of the Letter of Credit or any
acts or omissions of any beneficiaries of the Letter of Credit in connection
with the Letter of Credit, (b) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted in connection with the
Letter of Credit or of any endorsement thereon, even if such document or
endorsement should prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged, (c) payment by the LOC Issuer against
presentation of any document that does not comply with the terms of the Letter
of Credit, including failure of any document to bear any reference or adequate
reference to the Letter of Credit, or (d) any other circumstance whatsoever in
making, delaying to make or failing to make payment under the Letter of Credit;
provided, however, that the Borrower shall have a claim against the LOC Issuer,
and the LOC Issuer shall be liable to the Borrower, to the extent of any
direct, as opposed to consequential, damages suffered by the Borrower that the
Borrower proves were the result of the LOC Issuer's willful misconduct or gross
negligence in paying under the Letter of Credit or the LOC Issuer's willful or
grossly negligent failure to pay under the Letter of Credit after the
presentation to it by the beneficiary of a draft and certificate strictly
complying with the terms and conditions of the Letter of Credit (unless the LOC
Issuer in good faith believed itself (based upon an opinion of counsel) to be
prohibited by law or legal authority from making such payment). In furtherance
and not in limitation of the foregoing, the LOC Issuer may accept any document
that appears on its face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary.

                                  ARTICLE VIII

                                   THE AGENT

         Section 8.1  Authorization and Action. Each Bank hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Agent by the terms
hereof, together with such powers as are reasonably incidental thereto. As to
any matters not expressly provided for by the Credit Documents (including
enforcement of and collection under any Credit Document), the Agent shall not
be required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Required Banks,
and such instructions shall be binding upon all Banks and all



                                       25



<PAGE>   29

holders of Notes; provided, however, that the Agent shall not be required to
take any action that exposes the Agent to personal liability or that is
contrary to any Credit Document or applicable law. In performing its
function and duties hereunder, the Agent shall act solely as the agent of the
Banks and does not assume and shall not be deemed to have assumed any
obligation towards or relationship of agency or trust with or for the Borrower
or any other party to any Combined Document. Prior to the Notice Date, each
Bank shall give the Agent written notice of such Bank's election to extend or
not to extend the original or extended Expiration Date of the Letter of Credit
for an additional year pursuant to Section 2.2(b); provided, however, that
failure of any Bank to give the Agent such written notice shall be deemed an
election not to extend such Expiration Date.

     Section 8.2 Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with any Credit
Document, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent (a) may treat
any Bank that has signed a Commitment Transfer Supplement as the holder of the
applicable portion of the Obligations; (b) may consult with legal counsel
(including counsel for the Borrower or any Affiliate of the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (c) makes no
warranty or representation to any Bank and shall not be responsible to any Bank
for any statements, warranties or representations made in or in connection with
any Combined Document; (d) shall not have any duty to ascertain or to inquire as
to the performance or observance of any of the terms, covenants or conditions of
any Combined Document on the part of the Borrower or any Affiliate or to inspect
the property (including the books and records) of the Borrower or any Affiliate
thereof; (e) shall not be responsible to any Bank for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of any
Combined Document or any other instrument or document furnished pursuant hereto
or thereto; and (f) shall incur no liability under or in respect of any Combined
Document by acting upon any notice, consent, certificate or other instrument or
writing (which may be by telecopier or otherwise) believed by it to be genuine
and signed or sent by the proper party or parties.

     Section 8.3 HypoVereinsbank and Affiliates. With respect to its Commitment
and participation in the Letter of Credit, HypoVereinsbank shall have the same
rights and powers under this Agreement as any other Bank and may exercise the
same as though it were not the LOC Issuer or the Agent; and the term "Bank" or
"Banks" shall, unless otherwise expressly indicated, include HypoVereinsbank in
its individual capacity. HypoVereinsbank and its Affiliates may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage in
any kind of business with, the Borrower, any Affiliate thereof and any Person
that may do business with or own securities of the Borrower or any Affiliate
thereof, all as if HypoVereinsbank were not the LOC Issuer or the Agent and
without any duty to account therefor to the Banks.

     Section 8.4 Bank Credit Decision. Each Bank acknowledges that it has,
independently and without reliance on the Agent, the LOC Issuer or any other
Bank and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each
Bank also acknowledges that it will, independently and without reliance on the
Agent, the LOC Issuer or any other Bank and based on such documents and


                                       26
<PAGE>   30
information as it deems appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

         Section 8.5 Indemnification. The Banks agree to indemnify the Agent and
the LOC Issuer (to the extent not promptly reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
the respective principal amounts of the Obligations then held by each of them
and/or the respective amounts of their Commitments, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses and disbursements of any kind or nature whatsoever that
may at any time (including without limitation, at any time following the
payment of any Obligations or termination of this Agreement) be imposed on,
incurred by or asserted against the Agent or the LOC Issuer in any way relating
to or arising out of any Combined Document or any action taken or omitted by
the Agent or the LOC Issuer under any Combined Document; provided, however,
that no Bank shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from the Agent's or the LOC Issuer's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Bank agrees to reimburse the Agent or the LOC Issuer promptly upon demand for
its ratable share of any costs and expenses payable by the Borrower under
Section 9.4, to the extent that the Agent or the LOC Issuer is not reimbursed
for such costs and expenses by the Borrower.

         Section 8.6 Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Banks and the Borrower. Upon any such
resignation, the Required Banks shall have the right to appoint a successor
Agent with the consent of the Borrower (so long as no Event of Default shall
have occurred that is continuing) which shall not be unreasonably withheld. If
no successor Agent has been so appointed by the Required Banks, and has
accepted such appointment, within thirty (30) days after the retiring Agent's
giving of notice of resignation or the Required Banks' removal of the retiring
Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor
Agent with the consent of the Borrower (which shall not be unreasonably
withheld), which successor Agent shall be a commercial bank organized under the
laws of the United States of America or of any state thereof and having a
combined capital and surplus of at least five hundred million dollars
($500,000,000). Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under the Credit Documents. After any retiring Agent's resignation
or removal hereunder as Agent, the provisions of this Article VIII shall inure
to its benefit as to any actions taken or omitted to be taken by it while it
was agent under this Agreement.

                                   ARTICLE IX

                                 MISCELLANEOUS

         Section 9.1 Amendments, Etc. No amendment or waiver of any provision
of this Agreement or any Note, or consent to any departure by the Borrower
therefrom, shall be effective unless in writing and signed or consented to (in
writing) by the Required Banks (and, in the case of


                                       27
<PAGE>   31
amendments, the Borrower), and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no amendment, waiver or consent shall, unless in writing
and signed or consented to (in writing) by all of the Banks do any of the
following: (a) waive any of the conditions specified in Article III; (b)
increase the Commitments of the Banks or subject the Banks to any additional
obligations; (c) reduce the principal of, or interest on, the Loans or any fees
or other amounts payable hereunder; (d) postpone any date fixed for (i) payment
of principal of, or interest on, the Loans, (ii) reimbursement of Drawings under
the Letter of Credit, (iii) payment of fees or other amounts payable hereunder;
or (iv) reduction in Commitments set forth in Annex I or hereto; (e) change the
percentage of the Commitments or of the Loans outstanding, or the number of
Banks required for the Banks or any of them to take any action hereunder; or (f)
amend this Section 9.1; provided, further, however, that no amendment, waiver or
consent shall, unless in writing and signed by the Agent in addition to the
Persons required above to take such action, affect the rights or duties of the
Agent under this Agreement or any other Credit Document; and provided, further,
however, that no amendment, waiver or consent shall, unless in writing and
signed by the LOC Issuer in addition to the Persons required above to take such
action, affect the rights or duties of the LOC Issuer under this Agreement or
any other Credit Document.

          Section 9.2    Notices, Etc.  All notices and other communications
provided for hereunder shall be in writing (including by telecopier) and shall
be mailed, telecopied or delivered, if to the Borrower, to it at 1111 Louisiana
Street, Houston, Texas 77002, telephone (713) 207-3351, telecopier (713)
207-9916, Attn: Treasurer; if to any Bank other than the LOC Issuer, to it at
the address or telecopier number set forth below its name in the Commitment
Transfer Supplement by which it became a party hereto; if to the Agent or the
LOC Issuer, to it at 150 East 42nd Street, New York, New York 10017, telephone
(212) 672-5776, telecopier (212) 672-5516, Attn: Paul Colatrella, Project
Finance Department with a copy (if relating to the administration of or drawing
under the Letter of Credit) to 150 East 42nd Street, New York, New York 10017,
telephone (212) 672-5702, telecopier (212) 672-5506, Attn: Letter of Credit
Department; or, as to each party, to it at such other address or telecopier
number as designated by such party in a written notice to the other parties.
All such notices and communications shall be deemed received, (a) if personally
delivered, upon delivery, (b) if sent by first-class mail, on the third
Business Day following deposit into the mails and (c) if sent by telecopier,
upon acknowledgment of receipt thereof by the recipient, except that notices
and communications to the Agent pursuant to Article II or VIII shall not be
effective until received by the Agent.

          Section 9.3    No Waiver; Remedies.  No failure on the part of any
Bank or the Agent to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof, and no single or partial exercise of any
such right shall preclude any other or further exercise thereof or the exercise
of any other right. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

          Section 9.4    Costs and Expenses.  The Borrower agrees to pay on
demand (a) all reasonable costs and expenses of the Agent and the Banks in
connection with the preparation, execution, delivery, syndication,
administration, modification and amendment of this Agreement, the Notes and the
other documents to be delivered hereunder, including (i) the reasonable fees
and out-of-pocket expenses of counsel for the Banks with respect thereto and
with respect to advising the Agent, the LOC Issuer and the Banks as to their
rights and responsibilities, or the perfection,


                                       28


<PAGE>   32
protection or reservation of rights or interests, under this Agreement, the
other Combined Documents and the other documents to be delivered hereunder; and
(ii) the reasonable fees and expenses of any consultants, auditors or
accountants engaged by the Agent with the written consent (which shall not be
unreasonably withheld) of the Borrower pursuant hereto and (b) all reasonable
costs and expenses of the Agent, the LOC Issuer and the Banks (including
reasonable counsel fees and expenses of the Agent and the Banks) in connection
with the enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement, the other Combined Documents and the other
documents to be delivered hereunder, whether in any action, suit or litigation,
any bankruptcy, insolvency or similar proceeding.

    Section 9.5 Application of Moneys. If any sum paid or recovered in respect
of the Obligations is less than the amount then due, the Agent may apply that
sum to principal, interest, fees or any other amount due under this Agreement
in such proportions and order and generally in such manner as the Agent shall
determine.

    Section 9.6 Severability. Any provision of this Agreement that is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or nonauthorization without invalidating the remaining
provisions of this Agreement or affecting the validity, enforceability or
authorization of such provision in any other jurisdiction.

    Section 9.7 [Reserved]

    Section 9.8 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Borrower, the Agent and the Banks and their respective
successors and assigns, except that the Borrower shall not have the right to
assign any of its rights and obligations hereunder without the prior written
consent of the Required Banks, and, except as provided in Section 9.9, no Bank
shall have the right to assign any of its rights and obligations hereunder.

    Section 9.9 Assignments and Participations. Any Bank may at any time (with
the consent of the Borrower, such consent not to be unreasonably withheld or
delayed, the consent of the Agent, such consent not to be unreasonably withheld
or delayed, and the consent of the LOC Issuer in its sole discretion so long as
any LOC Commitments are outstanding or may be reinstated) sell to one or more
banks or other entities (a "Purchasing Bank") all or any part of its rights and
obligations under this Agreement and the Notes pursuant to a Commitment
Transfer Supplement, executed by such Purchasing Bank, such transferor Bank,
the Agent and the LOC Issuer (and, in the case of a Purchasing Bank that is not
then a Bank or an Affiliate thereof, so long as no Event of Default has
occurred and is continuing, by the Borrower); provided, however, that in the
case of any transfer by HypoVereinsbank, so long as no Event of Default has
occurred and is continuing and no Loans are outstanding, after giving effect to
such transfer the Commitment Percentage of HypoVereinsbank shall not be less
than 33% without the consent of the Borrower (which consent may be given or
withheld in the sole discretion of the Borrower). Upon (x) such execution of
such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the
Borrower and payment of the amount of its participation to the Agent or such
transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to
this Agreement and shall have all the rights and obligations of a Bank under
this Agreement, to the same extent as if it were an original party hereto with
the commitment percentage as set forth in such Commitment Transfer Supplement,
which shall be



                                       29
<PAGE>   33
deemed to amend this Agreement to the extent, and only to the extent, necessary
to reflect the addition of such Purchasing Bank and the resulting adjustment of
commitment percentages arising from the purchase by such Purchasing Bank of all
or a portion of the rights and obligations of such transferor Bank under this
Agreement and the Notes. Upon the consummation of any transfer pursuant to this
Section 9.9, the transferor Bank, the Agent and the Borrower shall make
appropriate arrangements so that, if required, replacement Notes are issued to
such transferor Bank and new Notes or, as appropriate, replacement Notes, are
issued to such Purchasing Bank, in each case, in principal amounts reflecting
their Commitment.

     Any Bank may, from time to time, sell or offer to sell participating
interests in any Loans owing to such Bank, any Notes held by such Bank, any
Commitment of such Bank or any other interests and obligations of such Bank
hereunder, to one or more banks or other entities (each, a "Participant"), on
such terms and conditions as may be determined by the selling Bank, without the
consent of or notice to the Borrower, and the grant of such participation shall
not relieve any Bank of its obligations, or impair the rights of any Bank,
hereunder. In the event of any such sale by a Bank of a participating interest
to a Participant, such Bank shall remain solely responsible for the performance
of such Bank's obligations under this Agreement, such Bank shall remain the
holder of any such Notes for all purposes under this Agreement, the Borrower,
the Agent and the LOC Issuer will continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations under this Agreement
and such Bank shall retain the sole right and responsibility to exercise the
rights of such Bank, and enforce the obligations of the Borrower, including,
without limitation, the right to approve any amendment, modification, supplement
or waiver of any provision of any Credit Document and the right to take action
under Article VI hereof and such Bank shall not grant any such Participant any
voting rights or veto power over any such action by such Bank under this
Agreement (provided that such Bank may agree not to consent to any
modification, amendment or waiver of this Agreement without the consent of the
Participant that would alter the principal of or interest on the Loans, postpone
the date fixed for any payment of principal of or interest thereon or extend the
term of any Commitment; provided, further that if any Participant refuses to
consent to any such modification, amendment or waiver of this Agreement, such
Bank may purchase the participating interests from such non-consenting
Participant). No Participant shall have any rights under this Agreement to
receive payment of principal of or interest on any Loan except through a Bank
and as provided in this Section 9.9. The Borrower agrees that, upon the
occurrence and during the continuance of any Event of Default, each Participant
shall have the right of set-off in respect of its participating interest in
amounts owing under this Agreement and any Notes as set forth in Section 2.22
hereof to the same extent as if the amount of its participating interest was
owing directly to it as a Bank under this Agreement or any Notes. The Borrower
also agrees that each Participant shall be entitled to the benefits of Sections
2.15, 2.16 and 2.17 hereof with respect to its participation granted hereunder;
provided that no Participant shall be entitled to receive any greater amount
pursuant to such Sections than the Bank transferring such participation would
have been entitled to receive in respect of the amount of the participation
transferred to such Participant had no such transfer occurred.

     Any Bank may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 9.9, disclose to
the Purchasing Bank or Participant or proposed Purchasing Bank or Participant
any information relating to the Borrower furnished to such Bank by or on behalf
of the Borrower; provided, however, that prior to any such disclosure, the
Person receiving such disclosure shall sign a confidentiality agreement
substantially



                                       30
<PAGE>   34

similar to the confidentiality agreement signed by the Agent and the LOC Issuer
in connection with this financing.

     Section 9.10  Indemnification. The Borrower agrees to indemnify and hold
harmless the Agent, the LOC Issuer and each Bank and, in their capacity as such,
each of their respective officers, directors, shareholders, controlling persons,
employees, agents and servants (each an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities, obligations, penalties,
actions, causes of action, judgments, suits, costs, expenses or disbursements
(including, without limitation, reasonable attorneys' fees and expenses)
(collectively, "Damages") whatsoever that such Indemnified Party may incur (or
that may be claimed against such Indemnified Party by any Person) by reason of
(a) in connection with this Agreement and the transactions contemplated thereby,
any untrue statement or alleged untrue statement of any material fact concerning
the Borrower, or the omission or alleged omission to state any fact concerning
the Borrower necessary to make any such statement, in light of the circumstances
under which it was made, not misleading; (b) the issuance, sale or delivery of
the Notes; (c) the use of the proceeds of any Drawing; (d) any reasonable action
taken by such Indemnified Party in protecting and enforcing the rights and
remedies of the Agent and the Banks under the Combined Documents; (e) subject to
Section 7.2, the execution, delivery or transfer of, or payment or failure to
pay under the Letter of Credit; (f) any claim of any Person with respect to any
finder's fee, brokerage commission or other similar sum due in connection with
any Combined Document; or (g) any breach by the Borrower of any of the
provisions, covenants or representations and warranties contained in this
Agreement; provided, however, that the Borrower shall not be required to
indemnify (x) the LOC Issuer for any Damages to the extent caused by the LOC
Issuer's willful misconduct or gross negligence in (i) paying under the Letter
of Credit or (ii) failing to pay under the Letter of Credit after the
presentation to it by the Beneficiary of a draft and certificate strictly
complying with the terms and conditions of the Letter of Credit (unless the LOC
Issuer in good faith believed itself (based upon an opinion of counsel) to be
prohibited by law or legal authority from making such payment) or (y) any
Indemnified Party for Damages resulting from such Indemnified Party's gross
negligence or willful misconduct. If any action, suit or proceeding arising from
any of the foregoing is brought against any Indemnified Party, such Indemnified
Party shall promptly notify the Borrower in writing, enclosing a copy of all
papers served, but the omission so to notify the Borrower of any such action
shall not relieve it of any liability that it may have to any Indemnified Party
otherwise than under this Section 9.10; provided, however, that the Borrower
shall not be liable for any settlement of any such action effected without the
Borrower's prior written consent.

     Section 9.11  Governing Law. THIS AGREEMENT AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REFERENCE TO THE CHOICE-OF-LAW PRINCIPLES THEREOF, EXCEPT
SECTION 5.1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

     Section 9.12  Consent to Jurisdiction and Venue. Each of the parties
hereto irrevocably (i) agrees that any suit, action or other legal proceeding
arising out of or relating to this Agreement may be brought in any court
sitting in the County of New York, State of New York or any court of the United
States of America located in the State of New York, (ii) consents, for itself
and in respect of its property, to the nonexclusive jurisdiction of each such
court in any such suit, action or proceeding and (iii) to the extent permitted
by Applicable Law, waives any objection


                                       31
<PAGE>   35

which it may have to the laying of venue of any such suit, action or proceeding
in any of such courts and any claim that any such suit, action or proceeding
has been brought in an inconvenient forum. Each of the parties agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Section 9.12 shall affect the right of any
party hereto to serve legal process in any other manner permitted by law.

     Section 9.13 Headings. The section and subsection headings used herein have
been inserted for convenience of reference only and do not constitute matters to
be considered in interpreting this Agreement.

     Section 9.14 Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.


     Section 9.15 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE BORROWER, THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVE ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO ANY OF THE CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
THEREBY.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



                                       32
<PAGE>   36

                            SEPARATE SIGNATURE PAGE
                                       TO
                           CONEMAUGH LETTER OF CREDIT
                          AND REIMBURSEMENT AGREEMENT

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.

                                    RELIANT ENERGY MID-ATLANTIC POWER
                                    HOLDINGS, LLC


                                    By: /s/ JAMES E. HAMMELMAN
                                        -------------------------------------
                                        Name: James E. Hammelman
                                        Title: Treasurer
<PAGE>   37

                            SEPARATE SIGNATURE PAGE
                                       TO
                           CONEMAUGH LETTER OF CREDIT
                          AND REIMBURSEMENT AGREEMENT

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.

Commitment
----------
$7,419,245                          BAYERISCHE HYPO-UND VEREINSBANK
                                    AG NEW YORK BRANCH
                                    as the Agent, the LOC Issuer and as a Bank


                                    By: /s/ PAUL J. COLATRELLA
                                        --------------------------------------
                                        Name: Paul J. Colatrella
                                        Title: Director


                                    By: /s/ ANDREW G. MATHEWS
                                        --------------------------------------
                                        Name: Andrew G. Mathews
                                        Title: Managing Director


<PAGE>   38
                                    Annex I


                       Commitment Amounts and Percentages


<TABLE>
<CAPTION>
 Bayerische Hypo-Und Vereinsbank AG
          New York Branch               Total Commitments
                                        -----------------
<S>                                     <C>
            $7,419,245                      $7,419,245

               100%                            100%
</TABLE>

1)   Total Commitments are prior to giving effect to any drawings under the
     Letter of Credit or reimbursement pursuant to the Letter of Credit and
     Reimbursement Agreement.

2)   Payments received upon exercise of remedies under the Credit Documents and
     not otherwise identified to a particular Loan shall be applied on a pro
     rata basis among all outstanding Loans.

3)   For purposes of Section 8.5 (Indemnification), each Bank's Commitment
     shall be its Commitment on the date the activities giving rise to the
     Agent's demand for indemnification occurred.


                                    Annex I
<PAGE>   39

                                                                         ANNEX 4

                          [HYPOVEREINSBANK LETTERHEAD]


                CERTIFICATE OF REINSTATEMENT OUTSTANDING AMOUNT

                                     [Date]



[________________________________]

Attn. [_____________________]

Ladies and Gentlemen:

     Reference is made to Bayerische Hypo-und Vereinsbank AG New York Branch,
Irrevocable Standby Letter of Credit No. SB103582 (the "Letter of Credit"] dated
August 24, 2000, issued by us in your favor. Any capitalized term used herein
and not defined shall have its respective meaning as set forth in the Letter of
Credit.

     This constitutes our notice to you pursuant to the Letter of Credit that
the Outstanding Amount is hereby reinstated by [$__________] to $__________;
provided that in no event shall the Outstanding Amount as hereby reinstated
exceed the amount set forth on Schedule I to the Letter of Credit for the period
in which this notice is given.




                                        Very truly yours,

                                        BAYERISCHE HYPO-UND VEREINSBANK AG
                                        NEW YORK BRANCH

                                        By:
                                           ---------------------------------

                                        By:
                                           ---------------------------------





                                      A4-1
                                    SB103582
<PAGE>   40
                                                                         ANNEX 5


                         [HYPO VEREINSBANK LETTERHEAD]

                CERTIFICATE OF CHANGE OF STATED EXPIRATION DATE

                                     [Date]

[____________________________]

Attn: [____________________]

Ladies and Gentlemen:

     Reference is made to Bayerische Hypo-und Vereinsbank AG New York Branch,
Irrevocable Standby Letter of Credit No. SB103582 (the "Letter of Credit") dated
August 24, 2000, issued by us in your favor. Any capitalized term used herein
and not defined shall have its respective meaning as set forth in the Letter of
Credit.

     This constitutes our notice to you pursuant to the Letter of Credit that
(i) we hereby extend the Stated Expiration Date of the Letter of Credit
(effective on and as of the current Stated Expiration Date) to _______________
and (ii) on and as of the effective date of this extension, Schedule I to the
Letter of Credit shall be deleted in its entirety and replaced by Schedule I
annexed hereto. Accordingly, on and after the effective date of this extension,
the Outstanding Amount of the Letter of Credit shall not exceed the applicable
amounts for the applicable periods set forth on Schedule I annexed hereto.


                                        Very truly yours,

                                        BAYERISCHE HYPO-UND VEREINSBANK AG
                                        NEW YORK BRANCH

                                        By:
                                           ---------------------------------

                                        By:
                                           ---------------------------------





                                      A5-1
                                    SB103582

<PAGE>   41

                                                                       EXHIBIT A



                            FORM OF LETTER OF CREDIT

                                   ATTACHED.

<PAGE>   42

                          [HYPO VEREINSBANK LETTERHEAD]

                      IRREVOCABLE STANDBY LETTER OF CREDIT

               BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH
                              150 EAST 42nd STREET
                            NEW YORK, NEW YORK 10017


                                                                 August 24, 2000


Irrevocable Letter of Credit No. SB103582

Ladies and Gentlemen:

     At the request of Reliant Energy Mid-Atlantic Power Holdings LLC (the
"Applicant"), we hereby establish in favor of Conemaugh Lessor Genco LLC (the
"Beneficiary") this irrevocable Letter of Credit expiring on January 12, 2001
(as such date may be extended pursuant to the terms hereof, the "Stated
Expiration Date").

     We irrevocably authorize you to draw on us for the account of the
Applicant in any amount up to an aggregate amount as of any date within the
applicable period as set forth on Schedule I hereto available against
presentation of a dated drawing request drawn on Bayerische Hypo-und Vereinsbank
AG New York Branch, manually signed by an authorized officer of the Beneficiary
(who is identified as such) appropriately completed in the form of Annex 1
hereto (a "Drawing Request") and sent by the Beneficiary's authorized officer.
Within each period set forth in Schedule I, the aggregate amount drawn under the
Letter of Credit shall not exceed the amount set forth on such Schedule opposite
such date under the heading "Outstanding Amount" in each such period (as reduced
or reinstated from time to time as set forth in this Letter of Credit, the
"Outstanding Amount").

     Drawing Requests and all communications with respect to this Letter of
Credit shall be in writing, addressed to us at 150 East 42nd Street, New York,
New York, 10017, Attn: Letter of Credit Department, telecopier no. (212)
672-5506, telex no. 62850 ubb, with a copy Attn: Project Finance Department,
telecopier no. (212) 672-5516, referencing this Letter of Credit No. SB103582
and presented to us, delivery in person or facsimile transmission at such
address, provided that the original of the above drawing request or such
communications, as the case may be, shall be sent to us at such address by
overnight courier for receipt by us within three (3) Business Days of the date
of any such facsimile transmission.

     If a Drawing Request is presented in compliance with the terms of this
Letter of Credit to us at such address by 11:00 a.m., New York City time, on
any Business Day, payment will be made not later than 4:00 p.m., New York City
time, on such Business Day and if such drawing request is so presented to us
after 11:00 a.m., New York City time, on any Business Day, payment will be made
on the following Business Day not later than 1:00 p.m., New York City time.
Payment under this Letter of Credit shall be made in immediately available funds
by wire transfer to such account as may be designated by the Beneficiary in the
applicable Drawing Request.



                                    SB103582
<PAGE>   43
       As used in this Letter of Credit, "Business Day" means any day on which
commercial banks located in New York, New York are not required or authorized to
remain closed.

       This Letter of Credit shall expire on the then applicable Stated
Expiration Date. Within thirty (30) days prior to the Stated Expiration Date,
the Beneficiary is authorized to draw on us up to the Outstanding Amount of this
Letter of Credit, by presentation to us, in the manner and at the address
specified in the third preceding paragraph, of a Drawing Request appropriately
completed in the form of Annex 1 hereto and sent and purportedly signed by the
Beneficiary's authorized officer.

       In the event we shall cease to be a financial institution whose senior
unsecured long-term debt is rated "A3" or higher by Standard & Poor's
Corporation and "A-" or higher by Moody's Investor Services, Inc. (a "Qualified
Issuer"), we shall promptly provide written notice to each of the Applicant and
the Beneficiary of such occurrence. After the date which is sixty (60) days
after the date such notice is given, the Beneficiary shall be permitted to draw
up to the Outstanding Amount of this Letter of Credit in accordance with the
terms hereof.

       Notwithstanding the foregoing, we may at any time at least sixty (60)
days prior to such termination, subject to the provisions of the Letter of
Credit and Reimbursement Agreement dated as of August 24, 2000, among the
Applicant, the Banks party thereto and Bayerische Hypo-und Vereinsbank AG New
York Branch, as Agent (as the same may be amended, supplemented or modified from
time to time, the "Letter of Credit and Reimbursement Agreement"), terminate
this Letter of Credit by giving the Beneficiary, written notice thereof in the
form of Annex 2 hereto by delivery in person or facsimile transmission (with
written confirmation by overnight courier for receipt by the Beneficiary within
two (2) Business Days). The Beneficiary shall remain authorized to draw on us
prior to such termination in accordance with the terms hereof.

       This Letter of Credit is effective immediately. Unless terminated earlier
in accordance with the provisions hereof, the Stated Expiration Date set forth
hereinabove may be extended for a period of one or more years effective upon the
then Stated Expiration Date if notice of such extension in the form of Annex 5
hereto is given by Bayerische Hypo-und Vereinsbank AG New York Branch, to the
Beneficiary by delivery in person or facsimile transmission (with written
confirmation by overnight courier for receipt by the Beneficiary and the Lease
Indenture Trustee within three (3) Business Days) addressed 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 (with a copy to Bankers
Trust Company, as Lease Indenture Trustee, 4 Albany Street, NYC 050701, New
York, New York 10006, Attention: Marion Zinowski, telephone: (212) 250-1612,
telecopier: (212) 669-0072) on or before the sixty (60th) day prior to the then
Stated Expiration Date. Upon the effective date of such extension, Schedule I
hereto shall be replaced in its entirety by the Schedule I annexed to such
notice of extension.




                                      A-2
                                    SB103582

<PAGE>   44
          In the event that a drawing request fails to comply with the terms of
this Letter of Credit, we shall provide the Beneficiary prompt notice of same
stating the reasons therefor and shall upon receipt of the Beneficiary's
instructions, hold any nonconforming drawing request and other documents at your
disposal or return any non-conforming drawing request and other documents to the
Beneficiary at the address set forth above by delivery in person or facsimile
transmission (with originals thereof sent by overnight courier for receipt
within three (3) Business Days). Upon being notified that the drawing was not
effected in compliance with this Letter of Credit, the Beneficiary may attempt
to correct such noncomplying drawing request in accordance with the terms of
this Letter of Credit.

          This Letter of Credit sets forth in full the terms of our undertaking
and this undertaking shall not in any way be modified, amended, limited or
amplified by reference to any document, instrument, or agreement referred to
herein, except only defined terms used herein and the drawing, requests and
certificates referred to herein, and any such reference shall not be deemed to
incorporate herein by reference any document, instrument, or agreement except
for such defined terms, drawing requests and certificates.

          This Letter of Credit may only be transferred, subject to our written
consent, in its entirety upon presentation to us of a signed transfer
certificate in the form of Annex 3 accompanied by this Letter of Credit, in
which the Beneficiary irrevocably transfers to such transferee all of its rights
hereunder whereupon we agree to either issue a substitute letter of credit to
such successor or endorse such transfer on the reverse of this Letter of Credit.

          Partial drawings under this Letter of Credit are allowed and each such
partial drawing shall reduce the amount thereafter available hereunder for
drawings under this Letter of Credit (whether or not the Outstanding Amount has
been adjusted pursuant to the last sentence of second paragraph hereof). The
Outstanding Amount may be reinstated up to the aggregate amount of such partial
draws by notice from us to the Beneficiary in a certificate in the form of Annex
4 hereto (such reinstatement to be in the amount set forth in such certificate);
provided that after giving effect to any such reinstatement the amount
thereafter available hereunder for drawings, shall not exceed the maximum amount
set forth on Schedule I hereto for the then applicable period.

          All banking charges, including any advising and negotiating bank
charges, are for the account of the Applicant.

          All Drawing Requests under this Letter of Credit must bear the clause:

          "Drawn under Bayerische Hypo-und Vereinsbank AG New York Branch,
Letter of Credit Number SB103582 dated August 24, 2000."

          This Letter of Credit shall not be amended (other than as provided
herein with respect to any extension notice given by us in accordance with the
terms hereof) except with the written concurrence of Bayerische Hypo-und
Vereinsbank AG New York Branch, the Applicant and the Beneficiary.

                                      A-3
                                    SB103582
<PAGE>   45
     We hereby engage with you that a Drawing Request drawn strictly in
compliance with the terms of this Letter of Credit and amendments thereto shall
meet with due honor upon presentation.

     This Letter of Credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision in force as from 1st of January 1994),
International Chamber of Commerce Publication Number 500 (the "Uniform
Customs"). This Letter of Credit shall be deemed to be a contract made under the
laws of the State of New York and shall, as to matters not governed by the
Uniform Customs, be governed by and construed in accordance with the laws of
such State.

     We irrevocably agree with you that any legal action or proceeding with
respect to this Letter of Credit shall be brought in the courts of the State of
New York in the County of New York or of the United States of America in the
Southern District of New York. By signing this Letter of Credit, you and we
irrevocably submit to the nonexclusive jurisdiction of such courts solely for
the purposes of this Letter of Credit. You and we hereby waive to the fullest
extent permitted by law any objection either of us may now or hereafter have to
the laying of venue in any such action or proceeding in any such court.


BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK-BRANCH

              /s/ PAUL COLARELLA
-----------------------------------------------
Authorized signature         Paul Colarella
                             Director

              /s/ ERIC A. MUTH
-----------------------------------------------
Authorized signature         Eric A. Muth
                             Associate Director



                                      A-4
                                    SB103582
<PAGE>   46
                         [HYPO VEREINSBANK LETTERHEAD]

                                   SCHEDULE I

                     OUTSTANDING AMOUNT OF LETTER OF CREDIT
                                  (Conemaugh)

     Set forth below for each period indicated is the maximum amount of the
Outstanding Amount of the Letter of Credit.

                                     Period
<TABLE>
<C>                                <C>                             <C>
From and including             To and including               Outstanding Amount

August 24, 2000                December 4, 2000               US$7,419,245
December 5, 2000               January 11, 2001               US$7,398,132
</TABLE>

                                   LAST ITEM


                                      I-1
                                    SB103582
<PAGE>   47
                                                                         ANNEX 1
                           [HYPO VEREINSBANK LETTERHEAD]

"Drawn under Bayerische Hypo-und Vereinsbank AG New York Branch, Letter of
Credit Number SB103582 dated August 24, 2000"

                                DRAWING REQUEST

                                     [Date]

Bayerische Hypo-und Vereinsbank AG
New York Branch
150 East 42nd Street
New York, New York 10017

Attention: Letter of Credit Department

Ladies and Gentlemen:

          The undersigned hereby draws on Bayerische Hypo-und Vereinsbank AG New
York Branch, Irrevocable Standby Letter of Credit No. SB103582 (the "Letter of
Credit") dated August 24, 2000, issued by you in favor of us. Any capitalized
term used herein and not defined herein shall have its respective meaning as set
forth in the Letter of Credit (or, if not therein defined, as defined in the
Letter of Credit and Reimbursement Agreement referred to therein).

          In connection with this drawing, we hereby certify that:

A)        "This drawing in the amount of US$________ is being made pursuant to
          the Letter of Credit";

          [Use one or more of the following forms of paragraph B, as applicable]

B-1)      "After giving effect to amounts received from the Facility Lessee, if
          any, applicable thereto, the Facility Lessee has failed to pay
          Periodic Lease Rent which is now due and owing by an amount at least
          equal to the amount of this drawing (each capitalized word being used
          as defined in (or by reference in) the Facility Lease);"

                                       or

B-2)      "After giving effect to amounts received from the Facility Lessee, if
          any, applicable thereto (and not returned or rescinded), the Facility
          Lessee has failed to pay Termination Value which is now due and owing
          by an amount at least equal to the amount of this drawing (each
          capitalized word being used as defined in (or by reference in) the
          Facility Lease);"

                                       or

                                      A1-1
                                    SB103582
<PAGE>   48
B-3)      "A Lease Event of Default has occurred and is continuing (as defined
          in (or by reference in) the Facility Lease);"

                                       or

B-4)      "The Letter of Credit will expire within thirty (30) days of the date
          of this Drawing Request and the Facility Lessee has failed to renew
          or extend the Letter of Credit or provide a replacement Qualifying
          Credit Support issued by a Qualifying Credit Support Issuer and
          satisfying the requirements of Section 5.8 of the Participation
          Agreement (as defined in (or by reference in) the Facility Lease);"

                                       or

B-5)      "The Letter of Credit will terminate within thirty (30) days of the
          date of this Drawing Request as described in the notice that you
          delivered to us and the Facility Lessee has failed to provide a
          replacement Qualifying Credit Support issued by a Qualifying Credit
          Support Issuer and satisfying the requirements of Section 5.8 of the
          Participation Agreement (as defined in (or by reference in) the
          Facility Lease);"

                                       or

B-6)      "We have received notice that you have ceased to be a Qualified
          Issuer and the Facility Lessee has failed to provide a replacement
          Qualifying Credit Support issued by a Qualified Credit Support Issuer
          and satisfying the requirements of Section 5.8 of the Participation
          Agreement within sixty (60) days of the Facility Lessee obtaining
          knowledge of such cessation (as defined in (or by reference in) the
          Facility Lease);"

C)        "The amount requested to be drawn does not exceed the Outstanding
          Amount in effect as of the date hereof"; and

D)        "You are directed to make payment of the requested drawing to account
          no. _________ at _____________ [insert bank, name, address and account
          number]."

          IN WITNESS WHEREOF, the undersigned has executed and delivered this
request on this ____ day of ____________.


                                    [_____________________]

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


                                      A1-2
                                    SB103582
<PAGE>   49


                         [HYPO VEREINSBANK LETTERHEAD]


                                                                         ANNEX 2


                   NOTICE OF TERMINATION OF LETTER OF CREDIT

                                     [Date]

[____________________]

Attn: [_______________]

Ladies and Gentlemen:

     Reference is made to the Bayerische Hypo-und Vereinsbank AG New York
Branch, Irrevocable Standby Letter of Credit No. SB103582 (the "Letter of
Credit") dated August 24, 2000, issued by us in your favor.

     This constitutes our notice to you pursuant to the Letter of Credit that
the Letter of Credit shall terminate on  ______________,____ [insert a date
which is sixty (60) or more days after the date of this notice of
termination](the "Termination Date").

     Pursuant to the terms of the Letter of Credit, you are authorized to draw
(pursuant to one or more drawings), prior to the Termination Date, on the
Letter of Credit in an aggregate amount that does not exceed the Outstanding
Amount (as defined in the Letter of Credit).


                                    Very truly yours,

                                    BAYERISCHE HYPO-UND VEREINSBANK AG
                                    NEW YORK BRANCH


                                    By:
                                        ---------------------------------------

                                    By:
                                        ---------------------------------------

                                      A2-1
                                    SB103582
<PAGE>   50

                                                                       ANNEX 3

                          [HYPO VEREINSBANK LETTERHEAD]

                          TRANSFER OF LETTER OF CREDIT

                                     [Date]

Bayerische Hypo-und Vereinsbank AG
New York Branch
150 East 42nd Street
New York, New York 10017

Attention: Letter of Credit Department

Gentlemen:

         Reference is made to Bayerische Hypo-und Vereinsbank AG New York
Branch, Irrevocable Standby Letter of Credit No. SB103582 dated August 24, 2000
originally issued by you in favor of [_________________] (the "Letter of
Credit"). Any capitalized term used herein and not defined shall have its
respective meaning as set forth in the Letter of Credit.

         For value received, the undersigned, as the current beneficiary under
the Letter of Credit, hereby irrevocably transfers to ____________, (the
"Transferee") all rights of the undersigned to draw under the Letter of Credit
in their entirety.

         By this transfer, all rights of the undersigned, as beneficiary under
the Letter of Credit, are transferred to the Transferee, and the Transferee
shall have the sole rights with respect to the Letter of Credit (to the
exclusion of the undersigned) including without limitation all rights relating
to any amendments thereof and any notices thereunder. All amendments to the
Letter of Credit are to be consented to by the Transferee without necessity of
any consent of or notice to the undersigned.

         Simultaneously with the delivery of this notice to you, copies of this
notice are being transmitted to the Transferee.


                                      A3-1
                                    SB103582



<PAGE>   51

         [The Letter of Credit is returned herewith, and we ask you to either
issue a substitute letter of credit for the benefit of the Transferee or
endorse the transfer on the reverse thereof, and forward it directly to the
Transferee with your customary notice of transfer.](1)

         Very truly yours,

         [______________________________________]


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


[The undersigned acknowledges receipt and agrees to
the terms hereof as of the date first above written.]

BAYERISCHE HYPO-UND VEREINSBANK AG
NEW YORK BRANCH

By:
   -------------------------------------


By:                                     ](2)
   -------------------------------------







     (1) Not applicable to any transfer occurring on the date of issuance of
the Letter of Credit.

     (2) To be included only for transfers occurring on the date of issuance of
the Letter of Credit.




                                      A3-2
                                    SB103582


<PAGE>   52


                                                                       EXHIBIT B

                                     FORM OF
                        LETTER OF CREDIT PROMISSORY NOTE
                                   (CONEMAUGH)

$[____________]                                               New York, New York

                                                                 August 24, 2000

                  FOR VALUE RECEIVED, the undersigned, RELIANT ENERGY
MID-ATLANTIC POWER HOLDINGS, LLC, a Delaware limited liability company (the
"Borrower"), hereby unconditionally promises to pay to the order of [__________]
(the "Bank") the lesser of (i) the principal sum of [___________] dollars
($__________) and (ii) the aggregate unpaid principal amount of the Loans made
by the Bank to the Borrower under the Reimbursement Agreement referred to below,
on the dates and in the amounts specified therein.

                 The Borrower further promises to pay interest on the daily
unpaid principal amount hereof from time to time outstanding on the dates and at
the rates specified in the Reimbursement Agreement (as herein defined). This
Note is hereby expressly limited so that in no contingency or event, whether by
reason of acceleration of the maturity of any indebtedness evidenced hereby or
otherwise, shall the interest contracted for or charged or received by the Bank
exceed the maximum amount permissible under applicable law. If, from any
circumstance whatsoever, interest would otherwise be payable to the Bank in
excess of the maximum lawful amount, the interest payable to the Bank shall be
reduced to the maximum amount permitted under applicable law, and the amount of
interest for any subsequent period, to the extent less than that permitted by
applicable law, shall to that extent be increased by the amount of such
reduction.

                 Each holder hereof is irrevocably authorized to endorse on the
schedule attached hereto, or on a continuation thereof, the date each such
interest payment is due and the amount of each such interest payment determined
in accordance with the Reimbursement Agreement. All such notations shall
constitute prima facie evidence of the accuracy of the information so recorded
and be enforceable against the Borrower with the same force and effect as if
such amounts were each set forth in a separate note executed by the Borrower.

                 All payments due hereunder shall be made without setoff,
counterclaim or deduction of any nature to Bayerische Hypo-Und Vereinsbank AG
New York Branch, as Agent, at 150 East 42nd Street, New York, New York 10017, in
lawful money of the United States of America and in immediately available
funds, or at such other place and in such other manner as may be specified by
the Agent pursuant to the Reimbursement Agreement.

                 Each holder hereof is irrevocably authorized to endorse on the
schedule attached hereto, or on a continuation thereof, the date and amount of
each Loan made to the Borrower and each payment or prepayment of principal
thereof, provided that the failure of such holder to make, or any error in
making, any such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Reimbursement Agreement. All such notations
shall constitute prima facie evidence of the accuracy of the information so
recorded and be enforceable against the



                                    Exhibit B
<PAGE>   53


Borrower with the same force and effect as if such amounts were each set forth
in a separate note executed by the Borrower.

                  This Note is the "Note" of the Borrower to the Bank referred
to in, evidences each Loan made by the Bank to the Borrower under, is subject to
the provisions of, and entitles its holder to the benefits of, the Letter of
Credit and Reimbursement Agreement (Conemaugh) dated as of August 24, 2000 (as
the same may be amended or modified from time to time, the "Reimbursement
Agreement") among the Borrower, Bayerische Hypo-und Vereinsbank AG New York
Branch (in its capacity as issuer of the Letter of Credit therein), Bayerische
Hypo-und Vereinsbank AG New York Branch and each other bank that becomes a party
thereto pursuant to Section 9.9 thereof (collectively, the "Banks") and
Bayerische Hypo-und Vereinsbank AG New York Branch, as agent for the Banks and
to which reference is hereby made for a more complete statement of the terms and
conditions under which each Loan evidenced hereby is to be made and repaid.
Capitalized terms in this Note that are not specifically defined herein shall
have the meanings ascribed to them in the Reimbursement Agreement.

                  The Reimbursement Agreement provides for, among other things,
the acceleration of the maturity of the unpaid principal amount hereof upon the
occurrence of certain stated events and for voluntary prepayments in certain
circumstances and upon certain terms and conditions.

                  In addition to any and all costs, fees and expenses for which
the Borrower is liable under the Reimbursement Agreement, the Borrower promises
to pay all reasonable costs and expenses, including reasonable attorneys' fees
and disbursements, incurred in the collection and enforcement hereof or any
appeal of any judgment rendered hereon.

                  The Borrower hereby expressly waives diligence, presentment,
protest, demand, dishonor, nonpayment and notice of every kind to the fullest
extent permitted by applicable law. No failure or delay by any holder of this
Note to exercise any right or remedy under this Note or any other document or
instrument entered into pursuant to the Reimbursement Agreement shall operate or
be construed as a waiver or modification hereof or thereof.

                  This Note shall be binding upon the successors and assigns of
the Borrower and shall inure to the Bank and its successors, endorsees and
assigns. If any term or provision of this Note shall be held invalid, illegal or
unenforceable, the validity of all other terms and provisions hereof shall in no
way be affected thereby.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW
PRINCIPLES THEREOF

                  The Borrower hereby expressly and irrevocably agrees and
consents that any suit, action or proceeding arising out of or related to this
Note may be instituted in any state or federal court (at Bank's option) sitting
in the County of New York, State of New York, and, by the execution and delivery
of this Note, the Borrower expressly waives any objection which it may have now
or hereafter to the venue or to the jurisdiction of any such suit, action or
proceeding, and irrevocably submits generally and unconditionally to the
non-exclusive jurisdiction of any such court in any such suit, action or
proceeding.


                                    Exhibit B
<PAGE>   54


                                        RELIANT ENERGY MID-ATLANTIC POWER
                                        HOLDINGS, LLC

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



                                    Exhibit B
<PAGE>   55


                                    SCHEDULE

<TABLE>
<CAPTION>
                     Amount and                                                Total Principal
       Principal       Date of       Unpaid     Date Interest    Amount of        Amount of
       Amount of   Principal Paid   Principal     Payment is    Interest Due        Loans        Notation Made
Date     Loan        or Prepaid      Balance         Due                        Outstanding           By
<S>    <C>         <C>              <C>         <C>             <C>            <C>               <C>

</TABLE>



                                    Exhibit B

<PAGE>   56

                                                                       EXHIBIT C

                     FORM OF COMMITMENT TRANSFER SUPPLEMENT

                  COMMITMENT TRANSFER SUPPLEMENT, dated as of the date set forth
in Item 1 of Schedule I hereto, among each Transferor Bank set forth in Item 2
of Schedule I hereto (each, a "Transferor Bank"), each Purchasing Bank set forth
in Item 3 of Schedule I hereto (each, a "Purchasing Bank"), and Bayerische
Hypo-Und Vereinsbank AG New York Branch, as the LOC Issuer and as Agent under
the Letter of Credit and Reimbursement Agreement described below.

                                  WITNESSETH:

                  WHEREAS, this Commitment Transfer Supplement is being executed
and delivered in accordance with Section 9.9 of the Letter of Credit and
Reimbursement Agreement, dated as of August 24, 2000, by and among (i) Reliant
Energy Mid-Atlantic Power Holdings, LLC, a Delaware limited liability company
("Borrower"), (ii) Bayerische Hypo-Und Vereinsbank AG New York Branch, in its
capacity as issuer of the Letter of Credit, (iii) Bayerische Hypo-und
Vereinsbank AG New York Branch and the other Banks named therein and (iv)
Bayerische Hypo-Und Vereinsbank AG New York Branch, as agent for the Banks
("Agent") (as from time to time amended, supplemented or otherwise modified in
accordance with the terms thereof, the "Reimbursement Agreement"; terms defined
therein being used herein as therein defined); and

                  WHEREAS, each Purchasing Bank (if it is not already a Bank
party to the Reimbursement Agreement) desires to become a Bank party to the
Reimbursement Agreement; and

                  WHEREAS, each Transferor Bank is selling and assigning to its
respective Purchasing Bank, certain rights, obligations, and commitments under
the Reimbursement Agreement;

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

         1.       Upon receipt by Agent of [_______________]
                  ([________________]) fully executed originals of this
                  Commitment Transfer Supplement, to each of which is attached a
                  fully completed Schedule I, Schedule II and Schedule III,
                  and each of which has been executed by each Transferor Bank,
                  each Purchasing Bank and any other Person required by the
                  Reimbursement Agreement to execute this Commitment Transfer
                  Supplement, Agent will transmit to Borrower, each Transferor
                  Bank and each Purchasing Bank a Transfer Effective Notice,
                  substantially in the form of Schedule IV hereto (a "Transfer
                  Effective Notice"). Such Transfer Effective Notice shall set
                  forth, inter alia, the date on which the transfer effected by
                  this Commitment Transfer Supplement shall become effective
                  (the "Transfer Effective Date"), which date shall be the date
                  hereof. From and after the Transfer Effective Date each
                  Purchasing Bank shall be a Bank party to the Reimbursement
                  Agreement for all purposes thereof.

         2.       Each Purchasing Bank shall pay to each of its respective
                  Transferor Banks an amount equal to the purchase price, as
                  agreed between such Transferor Bank and each such Purchasing
                  Bank and set forth on Schedule II hereto (the "Purchase


                                    Exhibit C
<PAGE>   57


                  Price"), of the portion being purchased (such Purchasing
                  Bank's "Purchased Percentage") by such Purchasing Bank of the
                  outstanding Loans and other amounts owing to the respective
                  Transferor Bank under the Reimbursement Agreement and the
                  Notes (the "Outstanding Obligations"). Each Purchasing Bank
                  shall pay the appropriate Purchase Price to each of its
                  respective Transferor Banks, in immediately available funds,
                  at or before 12:00 noon, local time of the appropriate
                  Transferor Bank, on the first Business Day of the month in
                  which the Transfer Effective Date occurs. Effective upon the
                  Transfer Effective Date each Transferor Bank hereby
                  irrevocably sells, assigns and transfers to each of its
                  respective Purchasing Banks, without recourse, representation
                  or warranty other than as set forth in Section 8 hereof, and
                  each such Purchasing Bank hereby irrevocably purchases, takes
                  and assumes from each of its respective Transferor Banks, such
                  Purchasing Bank's Purchased Percentage of the Commitment,
                  presently outstanding Loans and other amounts owing to each
                  such Transferor Bank under the Debt Service Reserve LOC and
                  Reimbursement Agreement and the Notes, together with all
                  instruments, documents and collateral security pertaining
                  thereto.

         3.       Each Transferor Bank has made arrangements with each of its
                  respective Purchasing Banks with respect to (a) the portion,
                  if any, to be paid, and the date or dates for payment, by such
                  Transferor Bank to each of its respective Purchasing Banks of
                  any fees heretofore received by such Transferor Bank pursuant
                  to the Debt Service Reserve LOC and Reimbursement Agreement
                  prior to the Transfer Effective Date and (b) the portion, if
                  any, to be paid, and the date or dates for payment, by each
                  such Purchasing Bank to each Transferor Bank, or by each such
                  Transferor Bank to each Purchasing Bank, of fees or interest
                  received by each such Purchasing Bank or each such Transferor
                  Bank, as the case may be, pursuant to the Debt Service Reserve
                  LOC and Reimbursement Agreement from and after the Transfer
                  Effective Date. Any interest, accrued from and after the
                  Transfer Effective Date, with respect to principal of the
                  Loans for which the Purchase Price has yet to be paid under
                  Section 2 above, shall accrue for the benefit of the
                  appropriate Transferor Bank to the extent of the Adjusted Base
                  Rate and shall accrue for the benefit of the appropriate
                  Purchasing Bank to the extent of the applicable interest rate
                  less the Adjusted Base Rate.

         4.       All principal payments that would otherwise be payable from
                  and after the Transfer Effective Date to or for the account of
                  any Transferor Bank pursuant to the Reimbursement Agreement
                  and the Notes shall, instead, be payable to or for the account
                  of the appropriate Transferor Banks and the appropriate
                  Purchasing Banks, as the case may be, in accordance with their
                  respective interests as reflected in this Commitment Transfer
                  Supplement.

         5.       Except as otherwise agreed as set forth in Section 3 hereof,
                  all interest, fees and other amounts that would otherwise
                  accrue for the account of any Transferor Bank from and after
                  the Transfer Effective Date pursuant to the Reimbursement
                  Agreement and the Notes shall, instead, accrue for the account
                  of, and be payable to, the appropriate, Transferor Banks and
                  the appropriate Purchasing Banks, as the case may be, in
                  accordance with their respective interests as reflected in
                  this


                                    Exhibit C
<PAGE>   58


                  Commitment Transfer Supplement. In the event that any amount
                  of interest, fees, or other amounts accruing prior to the
                  Transfer Effective Date was included in the Purchase Price
                  paid by any Purchasing Bank, the appropriate Transferor Bank
                  and such Purchasing Bank will make appropriate arrangements
                  for payment by such Transferor Bank to such Purchasing Bank of
                  such amount upon receipt thereof from Borrower.

         6.       On or prior to the Transfer Effective Date, each Transferor
                  Bank will deliver to Agent its Note(s). On or prior to the
                  Transfer Effective Date, Borrower will deliver to Agent new
                  Notes for each Purchasing Bank and each Transferor Bank, in
                  each case in principal amounts reflecting, in accordance with
                  the Debt Service Reserve LOC and Reimbursement Agreement,
                  their respective "Revised Commitment Percentage" or "New
                  Commitment Percentage", as the case may be and as set forth in
                  Schedule III hereto, of the Commitment or, as appropriate,
                  their then outstanding shares of the outstanding Obligations
                  (as adjusted pursuant to this Commitment Transfer Supplement).
                  Promptly after the Transfer Effective Date, Agent will send to
                  each Transferor Bank and Purchasing Bank its new Notes(s) with
                  the superseded Note(s) of each Transferor Bank attached to the
                  new Note(s) (or if more than one new Note(s), the superseded
                  Note(s) attached to one of such new Note(s) and copies thereof
                  attached to all other new Note(s)) and will return to the
                  Borrower the old Note(s) marked "cancelled".

         7.       Concurrently with the execution and delivery hereof, the
                  Transferor Banks will provide to each Purchasing Bank (if it
                  is not already a Bank party to the Reimbursement Agreement)
                  copies of all documents delivered to the Transferor Banks
                  evidencing satisfaction of the conditions precedent set forth
                  in the Reimbursement Agreement.

         8.       Each of the parties to this Commitment Transfer Supplement
                  agrees that at any time and from time to time upon the written
                  request of any other party, it will execute and deliver such
                  further documents and do such further acts and things as such
                  other party may reasonably request in order to effect the
                  purposes of this Commitment Transfer Supplement.

         9.       By executing and delivering this Commitment Transfer
                  Supplement, each Transferor Bank and each of its respective
                  Purchasing Banks confirm to and agree with each other, Agent,
                  the LOC Issuer and Banks as follows: (a) other than the
                  representation and warranty that it is the legal and
                  beneficial owner of the interest being assigned hereby free
                  and clear of any adverse claim, each such Transferor Bank
                  makes no representation or warranty and assumes no
                  responsibility with respect to any statements, warranties or
                  representations made in or in connection with the
                  Reimbursement Agreement or the execution, legality, validity,
                  enforceability, genuineness, sufficiency or value of the
                  Reimbursement Agreement, the Notes or any other instrument or
                  document furnished pursuant thereto, (b) each such Transferor
                  Bank makes no representation or warranty and assumes no
                  responsibility with respect to the financial condition of
                  Borrower or the performance or observance by Borrower of any
                  of its obligations under the Reimbursement


                                    Exhibit C
<PAGE>   59


                  Agreement, the Notes or any other instrument or document
                  furnished pursuant hereto, (c) each such Purchasing Bank
                  confirms that it has received a copy of the Debt Service
                  Reserve LOC and Reimbursement Agreement, together with copies
                  of such other documents and information as it has deemed
                  appropriate to make its own credit analysis and decision to
                  enter into this Commitment Transfer Supplement, (d) each such
                  Purchasing Bank will, independently and without reliance upon
                  Agent, its respective Transferor Banks or any other Bank or
                  the LOC Issuer and based on such documents and information as
                  it shall deem appropriate at the time, continue to make its
                  own credit decisions in taking or not taking action under the
                  Reimbursement Agreement, (e) each such Purchasing Bank
                  appoints and authorizes Agent to take such action as agent on
                  its behalf and to exercise such powers under the Reimbursement
                  Agreement as are delegated to the Agent by the terms thereof
                  together with such powers as are reasonably incidental thereto
                  and (f) each such Purchasing Bank agrees that it will perform
                  in accordance with their terms all of the obligations which by
                  the terms of the Reimbursement Agreement are required to be
                  performed by it as a Bank.

         10.      Schedule III hereto sets forth for each Transferor Bank and
                  each Purchasing Bank the revised Commitment, and/or Commitment
                  Percentage, as the case may be, of each Transferor Bank and
                  each Purchasing Bank, as well as certain administrative
                  information with respect to each Purchasing Bank.

         11.      Notwithstanding anything to the contrary in this Commitment
                  Transfer Supplement, if the long-term debt rating of any
                  Purchasing Bank shall, at any time, be less than a rating of A
                  or the equivalent thereof by S&P or A2 or the equivalent
                  thereof by Moody's, then the LOC Issuer may, in its sole and
                  absolute discretion, purchase all or any part (as designated
                  by the LOC Issuer) of such Purchasing Bank's participating
                  interest hereunder (the "Purchased Interests") (which, if in
                  part, may be limited to the Purchasing Bank's participating
                  interest in the rights and obligations of the LOC Issuer
                  under, and in connection with, one or more Debt Service
                  Reserve Letters of Credit, including, without limitation, the
                  obligations to pay the LOC Issuer if it is not reimbursed by
                  Borrower in immediately available funds for any drawings under
                  such Letter of Credit and to make certain loans, if any,
                  provided to be made under the Reimbursement Agreement in the
                  event of certain drawings under such Letter of Credit, all in
                  accordance with the Reimbursement Agreement) by providing such
                  Purchasing Bank with at least two (2) Banking Days' prior
                  notice of such purchase and making a payment to such
                  Purchasing Bank for all outstanding amounts owing to it
                  hereunder or pursuant to the Reimbursement Agreement in
                  respect of the Purchased Interests on the date of such
                  purchase as set forth in such notice. Upon any such purchase
                  of all of a Purchasing Bank's participating interest
                  hereunder, such Purchasing Bank shall no longer have any
                  rights or obligations as a Purchasing Bank hereunder or as a
                  Bank under the Reimbursement Agreement or under any other
                  instruments or documents furnished pursuant thereto. The LOC
                  Issuer may, in its sole and absolute discretion, retain for
                  its own account and/or sell its interest in all or any portion
                  of the Purchased Interests.


                                   Exhibit C
<PAGE>   60


         12.      THIS COMMITMENT TRANSFER SUPPLEMENT SHALL BE GOVERNED BY,
                  AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
                  STATE OF NEW YORK.

         13.      This Commitment Transfer Supplement may be executed in one or
                  more counterparts, each of which shall be deemed an original
                  but all of which together shall constitute one and the same
                  document.

         14.      Execution of this Commitment Transfer Supplement by Agent and
                  Borrower as set forth below shall constitute any consent of
                  such Person required pursuant to Section 9.9 of the
                  Reimbursement Agreement.

                    IN WITNESS WHEREOF, the parties hereto have caused this
     Commitment Transfer Supplement to be executed by their respective duly
     authorized officers on Schedule I hereto as of the date set forth in Item 1
     of Schedule I hereto.


                                    Exhibit C
<PAGE>   61


                                                                      SCHEDULE I
                                                                   TO COMMITMENT
                                                                        TRANSFER
                                                                      SUPPLEMENT

                          COMPLETION OF INFORMATION AND
                            SIGNATURES FOR COMMITMENT
                               TRANSFER SUPPLEMENT

Re:               Letter of Credit and Reimbursement Agreement, dated as of
                  August 24, 2000, with Reliant Energy Mid-Atlantic Power
                  Holdings, LLC, as Borrower.

<TABLE>
<S>                        <C>                                 <C>
Item 1                     Date of Commitment Transfer         [Insert date of Commitment
                           Supplement:                         Transfer Supplement]

Item 2                     Transferor:                         [Insert names of Transferor
                                                               Banks]

Item 3                     Purchasing Banks:                   [Insert names of Purchasing
                                                               Banks]

Item 4                     Signatures of Parties to
                           Commitment Transfer
                           Supplement:
</TABLE>

                                                           , as a
                                          -----------------
                                          Transferor Bank

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

                                                                 , as a
                                          -----------------------
                                          Purchasing Bank

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


                                    Exhibit C
<PAGE>   62


                                        BAYERISCHE HYPO-UND VEREINSBANK AG
                                        NEW YORK BRANCH, as the LOC Bank and
                                        Agent


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


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

CONSENTED TO AND ACKNOWLEDGED:
RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC


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


ACCEPTED FOR RECORDATION IN REGISTER:
BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH, as Agent


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


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


                                    Exhibit C
<PAGE>   63


                                                                     SCHEDULE II
                                                                   TO COMMITMENT
                                                                        TRANSFER
                                                                      SUPPLEMENT

                                 PURCHASE PRICES

                                    Names of
                                 Transfer Banks

<TABLE>
<CAPTION>
Names of Purchasing         [Insert name of Transferor  [Insert name of Transferor  [Insert name of Transferor
Banks                       Bank]                       Bank]                       Bank]

--------------------------- --------------------------- --------------------------- ---------------------------
[insert name of
Purchasing Bank]            $[Insert Purchase Price]    $[Insert Purchase Price]    $[Insert Purchase Price]
<S>                         <C>                         <C>                         <C>

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

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

--------------------------- --------------------------- --------------------------- ---------------------------
</TABLE>


                                    Exhibit C
<PAGE>   64


                                  SCHEDULE III
                                  TO COMMITMENT
                                    TRANSFER
                                   SUPPLEMENT

                 LIST OF LENDING OFFICES, ADDRESSES FOR NOTICES,
                  COMMITMENT AMOUNTS, AND PROPORTIONATE SHARES

<TABLE>
<CAPTION>
                                    Revised/New Maximum           Revised/New Commitment
       Names of Banks                   Commitment                      Percentage
       --------------               -------------------           ----------------------

-----------------------------  -----------------------------  ------------------------------
Names of Transferor Banks             Revised Maximum                Revised Commitment
                                        Commitment                       Percentage

-----------------------------  -----------------------------  ------------------------------
<S>                            <C>                            <C>
[______________]               $                                            %

-----------------------------  -----------------------------  ------------------------------
[______________]               $                                            %

-----------------------------  -----------------------------  ------------------------------
Names of Purchasing Banks         New Maximum Commitment                Commitment
                                                                        Percentage

-----------------------------  -----------------------------  ------------------------------
[______________]               $                                            %

-----------------------------  -----------------------------  ------------------------------
[______________]               $                                            %

-----------------------------  -----------------------------  ------------------------------
</TABLE>

[NAME PURCHASING BANK(S)]
Address for Notices:
Attention:
Telex:
Answerback:
Telephone:
Telecopier:

Clearing Account:

[Insert Acct. #1]


Eurodollar Lending Office:

[Insert Address]


Domestic Lending Office:

[Insert Address]


                                    Exhibit C
<PAGE>   65



                                                                  SCHEDULE IV TO
                                                                      COMMITMENT
                                                                        TRANSFER
                                                                      SUPPLEMENT

                           TRANSFER EFFECTIVE NOTICE

                                                               ___________, ____

Transferor Banks: [______________]

Purchasing Banks: [______________]

Borrower: Reliant Energy Mid-Atlantic Power Holdings, LLC

                  The undersigned, as Agent under the Letter of Credit and
Reimbursement Agreement, dated as of August 24, 2000 by and among (i) Reliant
Energy Mid-Atlantic Power Holdings, LLC, a Delaware limited liability company
("Borrower"), (ii) Bayerische Hypo-Und Vereinsbank AG New York Branch, as the
issuer of the Letter of Credit (the "LOC Bank"), and the other Banks named
therein (collectively, the "Banks"), and (iii) Bayerische Hypo-Und Vereinsbank
AG New York Branch, as agent for the Banks ("Agent") (as from time to time
amended, supplemented or otherwise modified in accordance with the terms
thereof, the "Reimbursement Agreement") acknowledge receipt of [______________]
([______________]) copies of the Commitment Transfer Supplement as described in
Annex I hereto, each fully executed. Terms defined in such Commitment Transfer
Supplement are used herein as therein defined.

                  1. Pursuant to such Commitment Transfer Supplement, you are
advised that the Transfer Effective Date will be the date hereof.

                  2. Pursuant to such Commitment Transfer Supplement, each
Transferor Bank is required to deliver to Agent on or before the Transfer
Effective Date its Note[s].

                  3. Pursuant to such Commitment Transfer Supplement, Borrower
is required to deliver to Agent on or before the Transfer Effective Date the
following Notes:

[Describe each new Note for Transferor Bank and Purchasing Bank as to principal
                               amount and payee.]


                                    Exhibit C
<PAGE>   66


                  4. Pursuant to such Commitment Transfer Supplement each
Purchasing Bank is required to pay its Purchase Price, in immediately available
funds, to the appropriate Transferor Bank at or before 12:00 noon, local time of
the appropriate Transferor Bank, on the first Business Day of the month in which
the Transfer Effective Date occurs.

                                       Very truly yours,

                                       BAYERISCHE HYPO-UND VEREINSBANK AG
                                       NEW YORK BRANCH,
                                       as Agent


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


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


                                   Exhibit C
<PAGE>   67


                                                                         ANNEX I

                                 INFORMATION FOR
                         COMMITMENT TRANSFER SUPPLEMENT

                  Re:      Letter of Credit and Reimbursement Agreement, dated
                           as of August 24, 2000, with Reliant Energy
                           Mid-Atlantic Power Holdings, LLC, as Borrower

Item 1                         Date of Commitment Transfer
                               Supplement:                   -----------, ----

Item 2                         Transferor:                   [______________]

Item 3                         Purchasing Banks:             [______________]


                                    Exhibit C
<PAGE>   68
                         [HYPO VEREINSBANK LETTERHEAD]


                      IRREVOCABLE STANDBY LETTER OF CREDIT

               BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH
                              150 EAST 42nd STREET
                            NEW YORK, NEW YORK 10017



                                                                 August 24, 2000



Irrevocable Letter of Credit No. SB103582

Ladies and Gentlemen:

     At the request of Reliant Energy Mid-Atlantic Power Holdings LLC (the
"Applicant"), we hereby establish in favor of Conemaugh Lessor Genco LLC (the
"Beneficiary") this irrevocable Letter of Credit expiring on January 12, 2001
(as such date may be extended pursuant to the terms hereof, the "Stated
Expiration Date").

     We irrevocably authorize you to draw on us for the account of the Applicant
in any amount up to an aggregate amount as of any date within the applicable
period as set forth on Schedule I hereto available against presentation of a
dated drawing request drawn on Bayerishe Hypo-und Vereinsbank AG New York
Branch, manually signed by an authorized officer of the Beneficiary (who is
identified as such) appropriately completed in the form of Annex 1 hereto (a
"Drawing Request") and sent by the Beneficiary's authorized officer. Within each
period set forth in Schedule I, the aggregate amount drawn under the Letter of
Credit shall not exceed the amount set forth on such Schedule opposite such date
under the heading "Outstanding Amount" in each such period (as reduced or
reinstated from time to time as set forth in this Letter of Credit, the
"Outstanding Amount").

     Drawing Requests and all communications with respect to this Letter of
Credit shall be in writing, addressed to us at 150 East 42nd Street, New York,
New York, 10017, Attn: Letter of Credit Department, telecopier no. (212)
672-5506, telex no. 62850 ubb, with a copy Attn: Project Finance Department,
telecopier no. (212) 672-5516, referencing this Letter of Credit No. SB103582
and presented to us, delivery in person or facsimile transmission at such
address, provided that the original of the above drawing request or such
communications, as the case may be, shall be sent to us at such address by
overnight courier for receipt by us within three (3) Business Days of the date
of any such facsimile transmission.

     If a Drawing Request is presented in compliance with the terms of this
Letter of Credit to us at such address by 11:00 a.m., New York City time, on any
Business Day, payment will be made not later than 4:00 p.m., New York City time,
on such Business Day and if such drawing request is so presented to us after
11:00 a.m., New York City time, on any Business Day, payment will be made on the
following Business Day, not later than 1:00 p.m., New York City time. Payment
under this Letter of Credit shall be made in immediately available funds by wire
transfer to such account as may be designated by the Beneficiary in the
applicable Drawing Request.


                                    SB103582

<PAGE>   69
     As used in this Letter of Credit, "Business Day" means any day on which
commercial banks located in New York, New York are not required or authorized to
remain closed.

     This Letter of Credit shall expire on the then applicable Stated Expiration
Date. Within thirty (30) days prior to the Stated Expiration Date, the
Beneficiary is authorized to draw on us up to the Outstanding Amount of this
Letter of Credit, by presentation to us, in the manner and at the address
specified in the third preceding paragraph, of a Drawing Request appropriately
completed in the form of Annex 1 hereto and sent and purportedly signed by the
Beneficiary's authorized officer.

     In the event we shall cease to be a financial institution whose senior
unsecured long-term debt is rated "A3" or higher by Standard & Poor's
Corporation and "A-" or higher by Moody's Investor Services, Inc. (a "Qualified
Issuer"), we shall promptly provide written notice to each of the Applicant and
the Beneficiary of such occurrence. After the date which is sixty (60) days
after the date such notice is given, the Beneficiary shall be permitted to draw
up to the Outstanding Amount of this Letter of Credit in accordance with the
terms hereof.

     Notwithstanding the foregoing, we may at any time at least sixty (60) days
prior to such termination, subject to the provisions of the Letter of Credit and
Reimbursement Agreement dated as of August 24, 2000, among the Applicant, the
Banks party thereto and Bayerische Hypo-und Vereinsbank AG New York Branch, as
Agent (as the same may be amended, supplemented or modified from time to time,
the "Letter of Credit and Reimbursement Agreement"), terminate this Letter of
Credit by giving the Beneficiary, written notice thereof in the form of Annex 2
hereto by delivery in person or facsimile transmission (with written
confirmation by overnight courier for receipt by the Beneficiary within two (2)
Business Days). The Beneficiary shall remain authorized to draw on us prior to
such termination in accordance with the terms hereof.

     This Letter of Credit is effective immediately. Unless terminated earlier
in accordance with the provisions hereof, the Stated Expiration Date set forth
hereinabove may be extended for a period of one or more years effective upon the
then Stated Expiration Date if notice of such extension in the form of Annex 5
hereto is given by Bayerische Hypo-und Vereinsbank AG New York Branch, to the
Beneficiary by delivery in person or facsimile transmission (with written
confirmation by overnight courier for receipt by the Beneficiary and the Lease
Indenture Trustee within three (3) Business Days) addressed 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 (with a copy to Bankers
Trust Company, as Lease Indenture Trustee, 4 Albany Street, NYC 050701, New
York, New York 10006, Attention: Marion Zinowski, telephone: (212) 250-1612,
telecopier: (212) 669-0072) on or before the sixty (60th) day prior to the then
Stated Expiration Date. Upon the effective date of such extension, Schedule I
hereto shall be replaced in its entirety by the Schedule I annexed to such
notice of extension.



                                      A-2
                                    SB103582
<PAGE>   70

         In the event that a drawing request fails to comply with the terms of
this Letter of Credit, we shall provide the Beneficiary prompt notice of same
stating the reasons therefor and shall upon receipt of the Beneficiary's
instructions, hold any nonconforming drawing request and other documents at
your disposal or return any non-conforming drawing request and other documents
to the Beneficiary at the address set forth above by delivery in person or
facsimile transmission (with originals thereof sent by overnight courier for
receipt within three (3) Business Days). Upon being notified that the drawing
was not effected in compliance with this Letter of Credit, the Beneficiary may
attempt to correct such noncomplying drawing request in accordance with the
terms of this Letter of Credit.

         This Letter of Credit sets forth in full the terms of our undertaking
and this undertaking shall not in any way be modified, amended, limited or
amplified by reference to any document, instrument or agreement referred to
herein, except only defined terms used herein and the drawing requests and
certificates referred to herein, and any such reference shall not be deemed to
incorporate herein by reference any document, instrument, or agreement except
for such defined terms, drawing requests and certificates.

         This Letter of Credit may only be transferred, subject to our written
consent, in its entirety upon presentation to us of a signed transfer
certificate in the form of Annex 3 accompanied by this Letter of Credit, in
which the Beneficiary irrevocably transfers to such transferee all of its
rights hereunder, whereupon we agree to either issue a substitute letter of
credit to such successor or endorse such transfer on the reverse of this Letter
of Credit.

         Partial drawings under this Letter of Credit are allowed and each such
partial drawing shall reduce the amount thereafter available hereunder for
drawings under this Letter of Credit (whether or not the Outstanding Amount has
been adjusted pursuant to the last sentence of second paragraph hereof). The
Outstanding Amount may be reinstated up to the aggregate amount of such partial
draws by notice from us to the Beneficiary in a certificate in the form of
Annex 4 hereto (such reinstatement to be in the amount set forth in such
certificate); provided that after giving effect to any such reinstatement the
amount thereafter available hereunder for drawings shall not exceed the maximum
amount set forth on Schedule I hereto for the then applicable period.

         All banking charges, including any advising and negotiating bank
charges, are for the account of the Applicant.

         All Drawing Requests under this Letter of Credit must bear the clause:

         "Drawn under Bayerische Hypo-und Vereinsbank AG New York Branch,
Letter of Credit Number SB103582 dated August 24, 2000."

         This Letter of Credit shall not be amended (other than as provided
herein with respect to any extension notice given by us in accordance with the
terms hereof) except with the written concurrence of Bayerische Hypo-und
Vereinsbank AG New York Branch, the Applicant and the Beneficiary.


                                      A-3
                                   SB103582
<PAGE>   71


     We hereby engage with you that a Drawing Request drawn strictly in
compliance with the terms of this Letter of Credit and amendments thereto shall
meet with due honor upon presentation.

     This Letter of Credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision in force as from 1st of January 1994),
International Chamber of Commerce Publication Number 500 (the "Uniform
Customs"). This Letter of Credit shall be deemed to be a contract made under the
laws of the State of New York and shall, as to matters not governed by the
Uniform Customs, be governed by and construed in accordance with the laws of
such State.

     We irrevocably agree with you that any legal action or proceeding with
respect to this Letter of Credit shall be brought in the courts of the State of
New York in the County of New York or of the United States of America in the
Southern District of New York. By signing this Letter of Credit, you and we
irrevocably submit to the nonexclusive jurisdiction of such courts solely for
the purposes of this Letter of Credit. You and we hereby waive to the fullest
extent permitted by law any objection either of us may now or hereafter have to
the laying of venue in any such action or proceeding in any such court.

BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH



/s/ PAUL J. COLARRELLA
-----------------------
Authorized Signature:    Paul J. Colarrella
                         Director

/s/ ERIC A. MUTH
-----------------------
Authorized Signature:    Eric A. Muth
                         Associate Director



                                      A-4
                                    SB103582
<PAGE>   72


                         [HYPO VEREINSBANK LETTERHEAD]


                                   SCHEDULE I

                     OUTSTANDING AMOUNT OF LETTER OF CREDIT
                                  (Conemaugh)

     Set forth below for each period indicated is the maximum amount of the
Outstanding Amount of the Letter of Credit.

<TABLE>
<CAPTION>
                                     Period
From and including             To and Including            Outstanding Amount

<S>                            <C>                           <C>
August 24, 2000                December 4, 2000              US$7,419,245
December 5, 2000               January 12, 2001              US$7,398,132

</TABLE>

                                   LAST ITEM



                                      I-1
                                    SB103582
<PAGE>   73
                         [HYPO VEREINSBANK LETTERHEAD]

"Drawn under Bayerische Hypo-und Vereinsbank AG New York Branch, Letter of
Credit Number SB103582 dated August 24, 2000"

                                DRAWING REQUEST

                                     [Date]

Bayerische Hypo-und Vereinsbank AG
New York Branch
150 East 42nd Street
New York, New York 10017

Attention: Letter of Credit Department

Ladies and Gentlemen:

          The undersigned hereby draws on Bayerische Hypo-und Vereinsbank AG
New York Branch, Irrevocable Standby Letter of Credit No. SB103582 (the "Letter
of Credit") dated August 24, 2000, issued by you in favor of us: Any capitalized
term used herein and not defined herein shall have its respective meaning as set
forth in the Letter of Credit (or, if not therein defined, as defined in the
Letter of Credit and Reimbursement Agreement referred to therein).

       In connection with this drawing, we hereby certify that:

A)     "This drawing in the amount of US$________ is being made pursuant to the
       Letter of Credit";

      [Use one or more of the following forms of paragraph B, as applicable]

B-1)   "After giving effect to amounts received from the Facility Lessee, if
       any, applicable thereto, the Facility Lessee has failed to pay Periodic
       Lease Rent which is now due and owing by an amount at least equal to the
       amount of this drawing (each capitalized word being used as defined in
       (or by reference in) the Facility Lease);"

                                       or

B-2)   "After giving effect to amounts received from the Facility Lessee, if
       any, applicable thereto (and not returned or rescinded), the Facility
       Lessee has failed to pay Termination Value which is now due and owing by
       an amount at least equal to the amount of this drawing (each capitalized
       word being used as defined in (or by reference in) the Facility Lease);"

                                       or

                                      A1-1
                                    SB103582







<PAGE>   74
B-3)     "A Lease Event of Default has occurred and is continuing (as defined in
         (or by reference in) the Facility Lease);"

                                      or:

B-4)     "The Letter of Credit will expire within thirty (30) days of the date
         of this Drawing Request and the Facility Lessee has failed to renew or
         extend the Letter of Credit or provide a replacement Qualifying Credit
         Support issued by a Qualifying Credit Support Issuer and satisfying the
         requirements of Section 5.8 of the Participation Agreement (as defined
         in (or by reference in) the Facility Lease);"

                                       or

B-5)     "The Letter of Credit will terminate within thirty (30) days of the
         date of this Drawing Request as described in the notice that you
         delivered to us and the Facility Lessee has failed to provide a
         replacement Qualifying Credit Support issued by a Qualifying Credit
         Support Issuer and satisfying the requirements of Section 5.8 of the
         Participation Agreement (as defined in (or by reference in) the
         Facility Lease);"

                                       or

B-6)     "We have received notice that you have ceased to be a Qualified Issuer
         and the Facility Lessee has failed to provide a replacement Qualifying
         Credit Support issued by a Qualified Credit Support Issuer and
         satisfying the requirements of Section 5.8 of the Participation
         Agreement within sixty (60) days of the Facility Lessee obtaining
         knowledge of such cessation (as defined in (or by reference in) the
         Facility Lease);"

C)       "The amount requested to be drawn does not exceed the Outstanding
         Amount in effect as of the date hereof"; and

D)       "You are directed to make payment of the requested drawing to account
         no.___________, at ________________ [insert bank, name, address and
         account number]."

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
         request on this ____ day of ______________.

                         [___________________________]

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


                                      A1-2
                                    SB103582

<PAGE>   75
                                                                         ANNEX 2

                          [HYPOVEREINSBANK LETTERHEAD]


                   NOTICE OF TERMINATION OF LETTER OF CREDIT

                                     [Date]

[__________________________]

Attn: [_____________________]

Ladies and Gentlemen:

     Reference is made to the Bayerische Hypo-und Vereinsbank AG New York
Branch, Irrevocable Standby Letter of Credit No. SB103582 (the "Letter of
Credit") dated August 24, 2000, issued by us in your favor.

     This constitutes our notice to you pursuant to the Letter of Credit that
the Letter of Credit shall terminate on ____________ [insert a date which is
sixty (60) or more days after the date of this notice of termination] (the
"Termination Date").

     Pursuant to the terms of the Letter of Credit, you are authorized to draw
(pursuant to one or more drawings), prior to the Termination Date, on the Letter
of Credit in an aggregate amount that does not exceed the Outstanding Amount (as
defined in the Letter of Credit).

                                     Very truly yours,

                                     BAYERISCHE HYPO-UND VEREINSBANK AG
                                     NEW YORK BRANCH

                                     By:
                                        ---------------------------



                                     By:
                                        ---------------------------



                                      A2-1
                                    SB103582
<PAGE>   76
                                                                         ANNEX 3

                          [HYPOVEREINSBANK LETTERHEAD]


                          TRANSFER OF LETTER OF CREDIT

                                     [Date]

Bayerische Hypo-und Vereinsbank AG
New York Branch
150 East 42nd Street
New York, New York 10017

Attention: Letter of Credit Department

Gentlemen:

     Reference is made to Bayerische Hypo-und Vereinsbank AG New York Branch,
Irrevocable Standby Letter of Credit No. SB103582 dated August 24, 2000
originally issued by you in favor of [___________________] (the "Letter of
Credit"). Any capitalized term used herein and not defined shall have its
respective meaning as set forth in the Letter of Credit.

     For value received, the undersigned as the current beneficiary under the
Letter of Credit, hereby irrevocably transfers to ____________ (the
"Transferee") all rights of the undersigned to draw under the Letter of Credit
in their entirety.

     By this transfer, all rights of the undersigned, as beneficiary under the
Letter of Credit, are transferred to the Transferee, and the Transferee shall
have the sole rights with respect to the Letter of Credit (to the exclusion of
the undersigned) including without limitation all rights relating to any
amendments thereof and any notices thereunder. All amendments to the Letter of
Credit are to be consented to by the Transferee without necessity of any consent
of or notice to the undersigned.

     Simultaneously with the delivery of this notice to you, copies of this
notice are being transmitted to the Transferee.



                                      A3-1
                                    SB103582



<PAGE>   77


     [The Letter of Credit is returned herewith, and we ask you to either issue
a substitute letter of credit for the benefit of the Transferee or endorse the
transfer on the reverse thereof, and forward it directly to the Transferee with
your customary notice of transfer.](1)



                                        Very truly yours,

                                        [_______________________________]


                                        By:
                                            ----------------------------

                                            Name:
                                            Title:




                                        [The undersigned acknowledges receipt
                                        and agrees to the terms hereof as of the
                                        date first above written.


                                        BAYERISCHE HYPO-UND VEREINSBANK AG
                                        NEW YORK BRANCH


                                        By:
                                            -----------------------------


                                        By:                              ](2)
                                            -----------------------------


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

(1) Not applicable to any transfer occurring on the date of issuance of the
Letter of Credit.

(2) To be included only for transfers occurring on the date of issuance of the
Letter of Credit.


                                      A3-2
                                    SB103582
<PAGE>   78
                                                                         ANNEX 4



                          [HYPOVEREINSBANK LETTERHEAD]


               CERTIFICATE OF REINSTATEMENT OF OUTSTANDING AMOUNT

                                     [Date]

[______________________]

Attn: [________________]

Ladies and Gentlemen:

     Reference is made to Bayerische Hypo-und Vereinsbank AG New York Branch,
Irrevocable Standby Letter of Credit No. SB103582 (the "Letter of Credit") dated
August 24, 2000, issued by us in your favor. Any capitalized term used herein
and not defined shall have its respective meaning as set forth in the Letter of
Credit.

     This constitutes our notice to you pursuant to the Letter of Credit that
the Outstanding Amount is hereby reinstated by [$________] to $________;
provided that in no event shall the Outstanding Amount as hereby reinstated
exceed the amount set forth on Schedule I to the Letter of Credit for the period
in which this notice is given.

                                       Very truly yours,

                                       BAYERISCHE HYPO-UND VEREINSBANK AG
                                       NEW YORK BRANCH



                                       By:
                                          -------------------------------------



                                       By: ------------------------------------


                                      A4-1
                                    SB103582
<PAGE>   79

                          [HYPOVEREINSBANK LETTERHEAD]


                                                                         ANNEX 5


                CERTIFICATE OF CHANGE OF STATED EXPIRATION DATE

                                     [Date]

[_______________________]

Attn: [_________________]

Ladies and Gentlemen:

     Reference is made to Bayerische Hypo-und Vereinsbank AG New York Branch,
Irrevocable Standby Letter of Credit No. SB103582 (the "Letter of Credit") dated
August 24, 2000 issued by us in your favor. Any capitalized term used herein and
not defined shall have its respective meaning as set forth in the Letter of
Credit.

     This constitutes our notice to you pursuant to the Letter of Credit that
(i) we hereby extend the Stated Expiration Date of the Letter of Credit
(effective on and as of the current Stated Expiration Date) to __________ and
(ii) on and as of the effective date of this extension, Schedule I to the Letter
of Credit shall be deleted in its entirety and replaced by Schedule I annexed
hereto. Accordingly, on and after the effective date of this extension, the
Outstanding Amount of the Letter of Credit shall not exceed the applicable
amounts for the applicable periods set forth on Schedule I annexed hereto.

                                        Very truly yours,

                                        BAYERISCHE HYPO-UND VEREINSBANK AG
                                        NEW YORK BRANCH



                                        By:
                                           ------------------------------------



                                        By:
                                           ------------------------------------


                                      A5-1
                                    SB103582
<PAGE>   80



                        LETTER OF CREDIT PROMISSORY NOTE
                                   (CONEMAUGH)

$7,419,245                                                    New York, New York

                                                                 August 24, 2000

                   FOR VALUE RECEIVED, the undersigned, RELIANT ENERGY
MID-ATLANTIC POWER HOLDINGS, LLC, a Delaware limited liability company (the
"Borrower"), hereby unconditionally promises to pay to the order of BAYERISCHE
HYPO-UND VEREINSBANK AG NEW YORK BRANCH (the "Bank") the lesser of (i) the
principal sum of SEVEN MILLION FOUR HUNDRED NINETEEN THOUSAND TWO HUNDRED
FORTY-FIVE DOLLARS ($7,419,245) and (ii) the aggregate unpaid principal amount
of the Loans made by the Bank to the Borrower under the Reimbursement Agreement
referred to below, on the dates and in the amounts specified therein.

                   The Borrower further promises to pay interest on the daily
unpaid principal amount hereof from time to time outstanding on the dates and at
the rates specified in the Reimbursement Agreement (as herein defined). This
Note is hereby expressly limited so that in no contingency or event, whether by
reason of acceleration of the maturity of any indebtedness evidenced hereby or
otherwise, shall the interest contracted for or charged or received by the Bank
exceed the maximum amount permissible under applicable law. If, from any
circumstance whatsoever, interest would otherwise be payable to the Bank in
excess of the maximum lawful amount, the interest payable to the Bank shall be
reduced to the maximum amount permitted under applicable law, and the amount of
interest for any subsequent period, to the extent less than that permitted by
applicable law, shall to that extent be increased by the amount of such
reduction.

                   Each holder hereof is irrevocably authorized to endorse on
the schedule attached hereto, or on a continuation thereof, the date each such
interest payment is due and the amount of each such interest payment determined
in accordance with the Reimbursement Agreement. All such notations shall
constitute prima facie evidence of the accuracy of the information so recorded
and be enforceable against the Borrower with the same force and effect as if
such amounts were each set forth in a separate note executed by the Borrower.

                   All payments due hereunder shall be made without setoff,
counterclaim or deduction of any nature to Bayerische Hypo-Und Vereinsbank AG
New York Branch, as Agent, at 150 East 42nd Street, New York, New York 10017, in
lawful money of the United States of America and in immediately available funds,
or at such other place and in such other manner as may be specified by the Agent
pursuant to the Reimbursement Agreement.

                   Each holder hereof is irrevocably authorized to endorse on
the schedule attached hereto, or on a continuation thereof, the date and amount
of each Loan made to the Borrower and each payment or prepayment of principal
thereof, provided that the failure of such holder to make, or any error in
making, any such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Reimbursement Agreement. All such notations
shall constitute prima facie evidence of the accuracy of the information so
recorded and be enforceable against the




<PAGE>   81
Borrower with the same force and effect as if such amounts were each set forth
in a separate note executed by the Borrower.

                 This Note is the "Note" of the Borrower to the Bank referred to
in, evidences each Loan made by the Bank to the Borrower under, is subject to
the provisions of, and entitles its holder to the benefits of, the Letter of
Credit and Reimbursement Agreement (Conemaugh) dated as of August 24, 2000 (as
the same may be amended or modified from time to time, the "Reimbursement
Agreement") among the Borrower, Bayerische Hypo-und Vereinsbank AG New York
Branch (in its capacity as issuer of the Letter of Credit therein), the Bank,
Bayerische Hypo-und Vereinsbank AG New York Branch and each other bank that
becomes a party thereto pursuant to Section 9.9 thereof (collectively, the
"Banks") and Bayerische Hypo-und Vereinsbank AG New York Branch, as agent for
the Banks and to which reference is hereby made for a more complete statement of
the terms and conditions under which each Loan evidenced hereby is to be made
and repaid. Capitalized terms in this Note that are not specifically defined
herein shall have the meanings ascribed to them in the Reimbursement Agreement.

                 The Reimbursement Agreement provides for, among other things,
the acceleration of the maturity of the unpaid principal amount hereof upon the
occurrence of certain stated events and for voluntary prepayments in certain
circumstances and upon certain terms and conditions.

                 In addition to any and all costs, fees and expenses for which
the Borrower is liable under the Reimbursement Agreement, the Borrower promises
to pay all reasonable costs and expenses, including reasonable attorneys' fees
and disbursements, incurred in the collection and enforcement hereof or any
appeal of any judgment rendered hereon.

                 The Borrower hereby expressly waives diligence, presentment,
protest, demand, dishonor, nonpayment and notice of every kind to the fullest
extent permitted by applicable law. No failure or delay by any holder of this
Note to exercise any right or remedy under this Note or any other document or
instrument entered into pursuant to the Reimbursement Agreement shall operate or
be construed as a waiver or modification hereof or thereof.

                 This Note shall be binding upon the successors and assigns of
the Borrower and shall inure to the Bank and its successors, endorsees and
assigns. If any term or provision of this Note shall be held invalid, illegal or
unenforceable, the validity of all other terms and provisions hereof shall in no
way be affected thereby.

                 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW
PRINCIPLES THEREOF

                 The Borrower hereby expressly and irrevocably agrees and
consents that any suit, action or proceeding arising out of or related to this
Note may be instituted in any state or federal court (at Bank's option) sitting
in the County of New York, State of New York, and, by the execution and delivery
of this Note, the Borrower expressly waives any objection which it may have now
or hereafter to the venue or to the jurisdiction of any such suit, action or
proceeding, and irrevocably submits generally and unconditionally to the
jurisdiction of any such court in any such suit, action or proceeding.


                                        2

<PAGE>   82



                                               RELIANT ENERGY MID-ATLANTIC POWER
                                               HOLDINGS, LLC

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








<PAGE>   83
                                    SCHEDULE

<TABLE>
<CAPTION>
                     Amount and                                                Total Principal
       Principal       Date of       Unpaid     Date Interest                     Amount of
       Amount of   Principal Paid   Principal     Payment is      Amount of         Loans        Notation Made
Date     Loan        or Prepaid      Balance         Due        Interest Due     Outstanding           By
<S>    <C>         <C>              <C>         <C>             <C>            <C>               <C>

</TABLE>