<PAGE>

                                                                   EXHIBIT 4.1.1

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





                             HOMER CITY FUNDING LLC




                $300,000,000 8.137% SENIOR SECURED BONDS DUE 2019

                $530,000,000 8.734% SENIOR SECURED BONDS DUE 2026



                      FIRST AMENDED AND RESTATED INDENTURE




                          Dated as of December __, 2001





                              THE BANK OF NEW YORK,
                              as successor Trustee


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                 Page
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ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE..............................................5

SECTION 1.1                DEFINITIONS.............................................................5
SECTION 1.2                OTHER DEFINITIONS......................................................17
SECTION 1.3                INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT......................17
SECTION 1.4                RULES OF CONSTRUCTION..................................................18
SECTION 1.5                ONE CLASS OF SECURITIES................................................18

ARTICLE 2. THE BONDS..............................................................................18

SECTION 2.1                FORM AND DATING........................................................18
SECTION 2.2                EXECUTION AND AUTHENTICATION...........................................20
SECTION 2.3                REGISTRAR AND PAYING AGENT.............................................21
SECTION 2.4                PAYING AGENT TO HOLD MONEY IN TRUST....................................21
SECTION 2.5                HOLDER LISTS...........................................................22
SECTION 2.6                TRANSFER AND EXCHANGE..................................................22
SECTION 2.7                REPLACEMENT BONDS......................................................39
SECTION 2.8                OUTSTANDING BONDS......................................................39
SECTION 2.9                TREASURY BONDS.........................................................39
SECTION 2.10               TEMPORARY BONDS........................................................40
SECTION 2.11               CANCELLATION...........................................................40
SECTION 2.12               DEFAULTED INTEREST.....................................................40
SECTION 2.13               CUSIP NUMBERS..........................................................41

ARTICLE 3. REDEMPTION AND PREPAYMENT..............................................................41

SECTION 3.1                NOTICES TO TRUSTEE.....................................................41
SECTION 3.2                SELECTION OF BONDS TO BE REDEEMED......................................41
SECTION 3.3                NOTICE OF REDEMPTION...................................................42
SECTION 3.4                EFFECT OF NOTICE OF REDEMPTION.........................................43
SECTION 3.5                DEPOSIT OF REDEMPTION PRICE............................................43
SECTION 3.6                BONDS REDEEMED IN PART.................................................43
SECTION 3.7                OPTIONAL REDEMPTION....................................................43
SECTION 3.8                MANDATORY REDEMPTION...................................................44
SECTION 3.9                NOTICES TO BONDHOLDERS BY LEASE INDENTURE TRUSTEE......................44
</TABLE>


                                       i
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<TABLE>
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ARTICLE 4. COVENANTS..............................................................................44

SECTION 4.1                PAYMENT OF BONDS.......................................................44
SECTION 4.2                MAINTENANCE OF OFFICE OR AGENCY........................................45
SECTION 4.3                INFORMATION REQUIREMENTS...............................................45
SECTION 4.4                STAY, EXTENSION AND USURY LAWS.........................................45
SECTION 4.5                LIMITATION ON SUBSIDIARIES AND INVESTMENTS.............................46
SECTION 4.6                LIMITATION ON INCURRENCE OF INDEBTEDNESS...............................46
SECTION 4.7                LIMITATION OF SALE OF ASSETS...........................................46
SECTION 4.8                LIMITATION ON TRANSACTIONS WITH AFFILIATES.............................46
SECTION 4.9                LIMITATION ON LIENS....................................................46
SECTION 4.10               LIMITATION ON BUSINESS ACTIVITIES......................................47
SECTION 4.11               MAINTENANCE OF EXISTENCE...............................................47
SECTION 4.12               PAYMENTS FOR CONSENT...................................................47
SECTION 4.13               COMPLIANCE WITH LAWS...................................................47
SECTION 4.14               PERFECTION OF SECURITY INTERESTS.......................................47
SECTION 4.15               ESTABLISHMENT OF CONSENT PAYMENT ACCOUNT...............................48

ARTICLE 5. SUCCESSORS.............................................................................48

SECTION 5.1 LIMITATION ON MERGER, CONSOLIDATION AND SALE OF SUBSTANTIALLY ALL ASSETS..............48

ARTICLE 6. EVENTS OF DEFAULT......................................................................48

SECTION 6.1                EVENTS OF DEFAULT......................................................48
SECTION 6.2                ACCELERATION...........................................................49
SECTION 6.3                OTHER REMEDIES.........................................................50
SECTION 6.4                WAIVER OF PAST DEFAULTS................................................50
SECTION 6.5                CONTROL BY MAJORITY....................................................51
SECTION 6.6                LIMITATION ON SUITS....................................................51
SECTION 6.7                RIGHTS OF HOLDERS OF BONDS TO RECEIVE PAYMENT..........................51
SECTION 6.8                COLLECTION SUIT BY TRUSTEE.............................................52
SECTION 6.9                TRUSTEE MAY FILE PROOFS OF CLAIM.......................................52
SECTION 6.10               PRIORITIES.............................................................53
SECTION 6.11               FOR COSTS..............................................................53
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                              <C>
ARTICLE 7. TRUSTEE................................................................................53

SECTION 7.1                DUTIES OF TRUSTEE......................................................53
SECTION 7.2                RIGHTS OF TRUSTEE......................................................55
SECTION 7.3                INDIVIDUAL RIGHTS OF TRUSTEE...........................................56
SECTION 7.4                TRUSTEE'S DISCLAIMER...................................................56
SECTION 7.5                NOTICE OF DEFAULTS.....................................................56
SECTION 7.6                REPORTS BY TRUSTEE TO HOLDERS OF THE BONDS.............................57
SECTION 7.7                COMPENSATION AND INDEMNITY.............................................57
SECTION 7.8                REPLACEMENT OF TRUSTEE.................................................58
SECTION 7.9                SUCCESSOR TRUSTEE BY MERGER, ETC.......................................59
SECTION 7.10               ELIGIBILITY; DISQUALIFICATION..........................................59
SECTION 7.11               PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY......................60
SECTION 7.12               OTHER CAPACITIES.......................................................60

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............................................60

SECTION 8.1                OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE...............60
SECTION 8.2                LEGAL DEFEASANCE AND DISCHARGE.........................................60
SECTION 8.3                COVENANT DEFEASANCE....................................................61
SECTION 8.4                CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.............................62
SECTION 8.5                DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER
                            MISCELLANEOUS PROVISIONS..............................................63
SECTION 8.6                REPAYMENT TO COMPANY...................................................64
SECTION 8.7                REINSTATEMENT..........................................................64

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER.......................................................65

SECTION 9.1                WITHOUT CONSENT OF HOLDERS OF BONDS....................................65
SECTION 9.2                WITH CONSENT OF HOLDERS OF BONDS.......................................65
SECTION 9.3                COMPLIANCE WITH TRUST INDENTURE ACT....................................67
SECTION 9.4                REVOCATION AND EFFECT OF CONSENTS......................................67
SECTION 9.5                NOTATION ON OR EXCHANGE OF BONDS.......................................67
SECTION 9.6                TRUSTEE TO SIGN AMENDMENTS, ETC........................................68
SECTION 9.7                ACTIONS WITH RESPECT TO PLEDGED NOTES..................................68
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                                                                                              <C>
ARTICLE 10. MISCELLANEOUS.........................................................................68

SECTION 10.1               TRUST INDENTURE ACT CONTROLS...........................................68
SECTION 10.2               NOTICES................................................................68
SECTION 10.3               COMMUNICATION BY HOLDERS OF BONDS WITH OTHER HOLDERS OF BONDS..........70
SECTION 10.4               CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.....................70
SECTION 10.5               STATEMENTS REQUIRED IN CERTIFICATE OR OPINION..........................70
SECTION 10.6               RULES BY TRUSTEE AND AGENTS............................................71
SECTION 10.7               NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                            SHAREHOLDERS..........................................................71
SECTION 10.8               GOVERNING LAW..........................................................71
SECTION 10.9               NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS..........................71
SECTION 10.10              SUCCESSORS.............................................................72
SECTION 10.11              SEVERABILITY...........................................................72
SECTION 10.12              COUNTERPART ORIGINALS..................................................72
SECTION 10.13              TABLE OF CONTENTS, HEADINGS, ETC.......................................72
SECTION 10.14              EFFECTIVENESS OF THIS INDENTURE........................................72
</TABLE>

EXHIBITS:

A-1      Form of Bond
A-2      Form of Regulation S Temporary Global Bond
B        Form of Certificate of Transfer
C        Form of Certificate of Exchange

SCHEDULE I........List of Pledged Notes


                                       iv
<PAGE>

                  FIRST AMENDED AND RESTATED INDENTURE dated as of December __,
2001 among Homer City Funding LLC, a Delaware limited liability company (the
"COMPANY") and The Bank of New York, as successor trustee to United States Trust
Company of New York (the "TRUSTEE").

                  WHEREAS, Edison Mission Holdings Co. ("HOLDINGS") heretofore
executed and delivered an Indenture, dated as of May 27, 1999, between Holdings
and the United States Trust Company of New York (as amended from time to time,
the "INITIAL INDENTURE") pursuant to which Holdings issued the 8.137% Senior
Secured Bonds due 2019 and the 8.734% Senior Secured Bonds due 2026
(collectively, the "INITIAL BONDS");

                  WHEREAS, Holdings subsequently exchanged in the Exchange Offer
the Initial Bonds for a like amount of substantially similar 8.137% Senior
Secured Bonds due 2019 (the "NEW SERIES A BONDS") and 8.734% Senior Secured
Bonds due 2026 (the "NEW SERIES B BONDS" and, together with the New Series A
Bonds, the "NEW BONDS") which had been registered under the Securities Act of
1933;

                  WHEREAS, Section 9.2 of the Initial Indenture provides that
(i) Holdings and the Trustee may amend or supplement the Initial Indenture and
the New Bonds may be amended or supplemented and (ii) compliance with any
provision of the Initial Indenture or the New Bonds may be waived, with the
consent of the Holders of a majority in principal amount of the then outstanding
New Bonds voting as a single class, subject to certain exceptions (none of which
is applicable to the Proposals (as defined below));

                  WHEREAS, pursuant to its Consent Solicitation Statement,
dated November [ ], 2001, as may be amended and supplemented prior to the
expiration of the Consent Solicitation described therein (the "CONSENT
SOLICITATION STATEMENT"), Holdings solicited consents of the holders of all
New Bonds then outstanding to certain amendments of and waivers to the
Initial Indenture and the New Bonds (as described in the Consent Solicitation
Statement, the "PROPOSALS");

                  WHEREAS, the Holders of a majority in principal amount of
the then outstanding New Bonds voting as a single class have duly consented
to the Proposals and to the exchange of all New Bonds for the Bonds issued
hereunder;

                  WHEREAS, pursuant to this Indenture, each New Bond shall be
exchanged for a Bond of like denomination;

                  WHEREAS, Holdings has heretofore delivered or is delivering
contemporaneously herewith to the Trustee (i) a copy of a Board Resolution of
Holdings relating to this Indenture, (ii) evidence of the consent of a majority
in principal amount of the then outstanding New Bonds as set forth in the
immediately preceding paragraph and (iii) such other documentation as may be
required by the Trustee under Section 7.2, 9.6 and 10.4 of the Initial
Indenture;


<PAGE>

                  WHEREAS, all conditions necessary to authorize the execution
and delivery of this Indenture and to make this Indenture valid and binding have
been complied with or have been done or performed;

                  WHEREAS, subject to the terms and conditions of this
Indenture, the parties hereto desire to amend and restate the Initial Indenture
in its entirety as provided herein;

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

                  The Company and the Trustee agree as follows for the
benefit of the parties and for the equal and ratable benefit of the Holders
of the Bonds:





                                       2
<PAGE>

                                 GRANTING CLAUSE

As collateral security for the prompt and complete payment and performance when
due (whether at stated maturity, by acceleration or otherwise) of all
Obligations on the Bonds from time to time outstanding hereunder, and all other
amounts owing or obligations hereunder by the Company to the Bondholders under
this Agreement (the "COMPANY SECURED OBLIGATIONS"), the Company hereby pledges
and grants to the Trustee for the benefit of the Bondholders a pledge of and a
first priority continuing security interest in, all of the Company's right,
title and interest in, to and under the following property, whether now owned by
the Company or hereafter acquired and whether now existing or hereafter coming
into existence (all being collectively referred to herein as the "COLLATERAL"):

                  (a) all lessor notes issued under the Lease Indenture (the
"PLEDGED NOTES"), the certificates representing the Pledged Notes, and all
cash dividends, stock dividends, cash, instruments, chattel paper, warrants,
options and other rights, property or proceeds and products from time to time
received, receivable or otherwise distributed in respect of or in exchange
for any or all of the Pledged Notes now or hereafter owned by the Company;

                  (b) all other claims of any kind or nature, and any
instruments, certificates, chattel paper or other writings evidencing such
claims, whether in contract or tort and whether arising by operation of law,
consensual agreement or otherwise, at any time acquired by the Company in
respect of any or all of the Pledged Notes;

                  (c) all books and records relating to any of the foregoing;

                  (d) all interests in substitution for or in addition to any of
the foregoing, any certificates representing or evidencing such interests, and
all cash, securities, distributions and other property at any time and from time
to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the foregoing; and

                  (e) all proceeds of and to any of the property described in
the preceding clauses of this Section.

                  PROVIDED, HOWEVER, subject to the terms and conditions hereof,
the Company does hereby irrevocably constitute and appoint the Trustee as its
true and lawful attorney (which appointment is coupled with an interest) with
full power to ask, require, demand and receive any and all moneys and claims for
moneys due and to become due under or arising out of this Indenture and all
other property which now or hereafter constitutes part of the Collateral and, to
endorse any checks or other


                                       3
<PAGE>

instruments or orders in connection herewith and to file any claims or to
take any action or to institute any proceedings which the Trustee may deem to
be necessary or advisable, and to take any action with respect to and
exercise any rights or remedies of the Company under the Pledged Notes, the
Lease Indenture and the other Collateral. In addition, the Company hereby
assigns to the Trustee, for the benefit of the Holders, its rights to receive
any and all payments on and in respect of the Pledged Notes and the Lease
Indentures, for as long as the estate created by this Indenture remains in
existence. The Company hereby agrees that all amounts to be paid to it under
the Pledged Notes and the Lease Indentures shall be paid to or deposited with
the Trustee for the benefit of the Holders directly. Further, the Company
agrees that promptly upon receipt thereof, it will transfer to the Trustee
for the benefit of the Holders, any and all moneys received by it on the
Pledged Notes or under the Lease Indentures.

                  It is expressly agreed that anything herein contained to the
contrary notwithstanding, the Company shall remain liable under this Indenture
to perform all of the obligations assumed by it hereunder, all in accordance
with and pursuant to the terms and provisions hereof, and the Holders of the
Bonds shall have no obligation or liability under any term or provision hereof
by reason of or arising out of the assignment hereunder, nor shall the Holders
of the Bonds be required or obligated in any manner, except as herein expressly
provided, to perform or fulfill any obligations of the Company under or pursuant
to this Indenture to make any payment, or to make any inquiry as to the nature
or sufficiency of any payment received by it, or present or file any claim or
take any action to collect or enforce the payment of any amounts which may have
been assigned to it or to which it may be entitled at any time or times.

                  The Company agrees that at any time and from time to time,
upon the written request of the Trustee (acting on the instruction of any Holder
of the Bonds) or any Holder of the Bonds, the Company will promptly and duly
execute and deliver or cause to be duly executed and delivered any and all such
further instruments and documents necessary to obtain the full benefits of the
assignment hereunder and of the rights and powers herein granted; PROVIDED,
HOWEVER, that the Company shall have no obligation to execute or deliver or to
cause to be executed or delivered any further instruments or documents that
would give the Holders of the Bonds greater rights and powers than the rights
and powers of the Company which have been granted herein or intended to be
granted herein.

                  The Company does hereby warrant and represent that it has not
assigned, pledged or granted a lien or security interest in, to or under, and
hereby covenants that, so long as this Indenture shall remain in effect and the
lien hereof shall not have been released, it will not assign, pledge or grant a
lien or security interest in any of its estate, right, title or interest in, to
or under, the Collateral to


                                       4
<PAGE>

anyone other than the Trustee for the benefit of the Holders of the Bonds. The
Company hereby further covenants that with respect to its estate, right, title
and interest in, to or under the Collateral, it will not, except as provided in
this Indenture (i) accept any payment from the Lease Indenture Trustee or enter
into any agreement amending, modifying or supplementing this Indenture, execute
any waiver or modification of, or consent under, the terms of this Indenture or
revoke or terminate this Indenture, (ii) settle or compromise any claim arising
under this Indenture, or (iii) submit or consent to the submission of any
dispute, difference or other matter arising under or in respect of this
Indenture to arbitration hereunder.

                  Except as provided herein, the Company hereby ratifies and
confirms its obligations under this Indenture and does hereby agree that it will
not take or omit to take any action, the taking or omission of which might
result in an alteration or impairment of this Indenture or the assignment
(subject to the previous paragraph) hereunder.

                  The Trustee, for itself and its successors and permitted
assigns, hereby agrees that it shall hold the Collateral, in trust for the
benefit and security of the Holders of the Bonds outstanding, without any
priority of any one Bond over any other except as herein otherwise expressly
provided.

                  Accordingly, the Company agrees that all Bonds are to be
issued and delivered and that all property subject or to become subject hereto
is to be held subject to the further covenants, conditions, uses and trusts
hereinafter set forth, and the Company, for itself and its successors and
permitted assigns, hereby covenants and agrees with the Trustee, for the benefit
and security of the Holders of the Bonds from time to time to protect the
security of this Indenture, and the Trustee agrees to accept the trusts and
duties hereinafter set forth, as follows:

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.      DEFINITIONS

                  "ACCEPTABLE CREDIT PROVIDER" means a U.S. or U.S. branch of a
foreign bank or trust company that (i) has a combined capital and surplus of at
least $1 billion whose long term unsecured debt is rated "A2" or higher by
Moody's or "A" or higher by S&P and (ii) is exempt from SEC registration under
3(a)(2) of the Securities Act.

                  "AFFILIATE" of any particular Person, shall mean any other
Person which, directly or indirectly, controls, is controlled by or is under
common control with such Person. A Person shall be deemed to be "controlled by"
any other Person


                                       5
<PAGE>

if such other Person possesses, directly or indirectly, power to direct or cause
the direction of the management and policies of such Person whether by contract
or otherwise.

                  "AGENT" means any Registrar, Paying Agent, co-registrar,
authenticating agent or securities custodian.

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Bond, the rules and
procedures of the Depositary, Euroclear and Cedel that apply to such transfer or
exchange.

                  "BENEFICIAL OWNER" means any person who holds a beneficial
ownership interest in a Bond.

                  "BOARD OF DIRECTORS" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board
of Directors.

                  "BOARD RESOLUTION" means, with respect to any Person, a copy
of a resolution certified by the Secretary or an Assistant Secretary of such
Person or the general partner, in the case of a limited partnership, of such
Person (or, if such Person is a partnership, one of its general partners) to
have been duly adopted by the Board of Directors of such Person or the general
partner, in the case of a limited partnership, of such Person (or, if such
Person is a partnership, one of its general partners) and to be in full force
and effect on the date of such certification, and delivered to the Trustee.

                  "BONDS" means the Series A Bonds and Series B Bonds issued
by the Company pursuant to this Indenture.

                  "BUSINESS DAY" means a day other than a Saturday, Sunday or
other day on which commercial banking institutions are authorized or required
by law, regulation or executive order to be closed in New York, New York
Wilmington, Delaware or the cities and states in which the offices of the
Trustee or Paying Agent are located.

                  "CAPITAL LEASE OBLIGATION" means, as to any Person, all
monetary obligations of such Person under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalized leases, and,
for purposes of the Indenture, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP.

                  "CAPITAL STOCK" means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, and any and all equivalent ownership interests in a Person (other
than a corporation).


                                       6
<PAGE>

                  "CASH EQUIVALENTS" means, at any time: (i) any evidence of
Indebtedness, maturing not more than one year after such time, issued or
guaranteed by the United States Government or an agency thereof; (ii) other
investments in securities or bank instruments rated at least "A" by S&P and "A2"
by Moody's or "A-1" by S&P and "P-1" by Moody's and with maturities of less than
366 days; or (iii) other securities as to which the Company has demonstrated, to
the satisfaction of the Trustee, adequate liquidity through secondary markets or
deposit agreements.

                  "CEDEL" means Cedelbank and its successors and assigns.

                  "CLOSING DATE" means the date of issuance and delivery of the
Initial Bonds.

                  "COLLATERAL AGENT" has the meaning set forth in the Security
Deposit Agreement.

                  "COLLATERAL" has the meaning set forth in the Granting Clause.

                  "COMMISSION" means the United States Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.

                  "COMPANY" has the meaning set forth in the preamble to this
Indenture.

                  "CONSENT DATE" has the meaning set forth in the Consent
Solicitation Statement.

                  "CONSENT PAYMENT" has the meaning set forth in the Consent
Solicitation Statement.

                  "CONSENT SOLICITATION STATEMENT" has the meaning set forth in
the preamble hereto.

                  "CONSENTING HOLDERS" the Holders that give the requisite
consent as described in the Consent Solicitation Statement and such consent is
not revoked on or before the Consent Date.

                  "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the
address of the Trustee specified in Section 10.2 hereof or such other address as
to which the Trustee may give notice to the Company.

                  "CUSTODIAN" means the Trustee, as custodian with respect to
the Bonds in global form, or any successor entity thereto.


                                       7
<PAGE>

                  "DEBT SERVICE RESERVE ACCOUNTS" means the Debt Service Reserve
Accounts established by the Collateral Agent for the benefit of the Holders
pursuant to each Lease Indenture.

                  "DEFAULT" means an event or condition that, with the giving of
notice or the lapse of time, or both, would become an Event of Default.

                  "DEFINITIVE BOND" means a certificated Bond registered in the
name of the Holder thereof and issued in accordance with Section 2 hereof, in
the form of Exhibit A-1 hereto except that such Bond shall not bear the Global
Bond Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Bond" attached thereto.

                  "DEPOSITARY" means, with respect to the Bonds issuable or
issued in whole or in part in global form, the Person specified in Section 2.3
hereof as the Depositary with respect to the Bonds, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                  "DUFF & PHELPS" means Duff & Phelps Credit Rating Co. and its
successors and assigns.

                  "EQUITY INTERESTS" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

                  "EUROCLEAR" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended and the rules and regulations of the Commission promulgated thereunder.

                  "EXCHANGE OFFER" has the meaning set forth in the Registration
Rights Agreement.

                  "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set
forth in the Registration Rights Agreement.

                  "EXPIRATION DATE" has the meaning set forth in the Consent
Solicitation Statement.

                  "FACILITIES" means the Homer City Electric Generating Station
and certain facilities and other assets associated therewith and ancillary
thereto.


                                       8
<PAGE>

                  "FACILITY LEASE" means each Facility Lease between Homer City,
as Facility Lessee and each respective Owner Lessor, dated as of December __,
2001 entered into pursuant to each Participation Agreement listed in Schedule 1.

                  "FACILITY LESSEE" means Homer City.

                  "GAAP" means generally accepted accounting principles as in
effect in the United States from time to time consistently applied.

                  "GLOBAL BONDS" means, individually and collectively, each of
the Restricted Global Bonds and the Unrestricted Global Bonds, in the form of
Exhibit A hereto issued in accordance with Section 2.1, 2.6(b)(iv), 2.6(d)(ii)
or 2.6(f) hereof.

                  "GLOBAL BOND LEGEND" means the legend set forth in Section
2.6(g)(ii), which is required to be placed on all Global Bonds issued under this
Indenture.

                  "GOVERNMENT SECURITIES" means direct obligations of, or
obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit.

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

                  "HEDGING OBLIGATIONS" means, with respect to any Person, the
net payment Obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements in the ordinary course of business and pursuant to
past practices designed to protect such Person against fluctuations in commodity
prices, interest rates or currency exchange rates.

                  "HOLDER" or "BONDHOLDER" means a Person in whose name a
Bond is registered.

                  "HOMER CITY" means EME Homer City Generation L.P., a
Pennsylvania limited partnership.

                  "INDEBTEDNESS" of any Person means, without duplication: (i)
all indebtedness of such Person for borrowed money; (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services (other than trade payables and accrued liabilities arising in the
ordinary course of business); (iv) all reimbursement obligations with respect to
surety bonds, letters of


                                       9
<PAGE>

credit (to the extent not collateralized with cash or Cash Equivalents),
bankers' acceptances and similar instruments (in each case, whether or not
matured); (v) all indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property); (vi) all Capital Lease Obligations; (vii) all Interest Rate Hedging
Obligations; (viii) all indebtedness referred to in clauses (i) through (vii)
above secured by (or for which the holder of such indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien upon or in property
(including accounts and contracts rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness;
and (ix) all contingent liabilities.

                  "INDENTURE" means this First Amended & Restated Indenture
as amended and restated, dated as of December __, 2001, between the Company
and the Trustee.

                  "INDEPENDENT ENGINEER" means Stone and Webster Management
Consultants, Inc. or another nationally recognized independent engineering and
consulting firm which, as Independent Engineer, will independently review the
technical aspects of the project, analyze the contractual structure and create
financial projections for the benefit of the Holders.

                  "INDIRECT PARTICIPANT" means a Person who holds a beneficial
interest in a Global Bond through a Participant.

                  "INITIAL BONDS" has the meaning specified in the preamble
hereto.

                  "INITIAL INDENTURE" has the meaning specified in the preamble
hereto.

                  "INITIAL PURCHASER" has the meaning set forth in the
Registration Rights Agreement.

                  "INTERCREDITOR AGREEMENT" has the meaning ascribed to the term
"Amended Collateral Agency and Intercreditor Agreement" in the Security Deposit
Agreement.

                  "INTEREST RATE HEDGING OBLIGATIONS" means, as to any Person,
the net payment Obligations of all interest rate swaps, caps or collar
agreements or similar arrangements entered into by such Person in order to
protect against fluctuations in interest rates or the exchange of nominal
interest obligations, either generally or under specific contingencies, and, in
any event, not for speculative purposes.

                  "INVESTMENTS" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the form
of direct or indirect


                                       10
<PAGE>

loans (including other Obligations), advances of assets or capital contributions
(excluding commission, travel and entertainment, moving and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.

                  "LEASE INDENTURE" means each Indenture of Trust, Mortgage and
Security Agreements among an Owner Lessor, as Issuer, The Bank of New York, as
Security Agent and The Bank of New York, as Lease Indenture Trustee, dated
December __, 2001 entered into pursuant to each Participation Agreement.

                  "LEASE INDENTURE EVENT OF DEFAULT" means a default under any
of the Lease Indentures.

                  "LETTER OF TRANSMITTAL" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Bonds for use by such
Holders in connection with the Exchange Offer.

                  "LIEN" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in any asset and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction).

                  "MAKE-WHOLE PREMIUM" means, with respect to any Bond to be
redeemed on any Redemption Date, an amount calculated by the Company as of such
date equal to the excess, if any, of (i) the net present value of the then
remaining scheduled installments of principal and payments of interest (but
excluding that portion of any scheduled installment of principal or payment of
interest that is actually due and paid on the Redemption Date) in respect of
such Bond calculated using a discount factor equal to the sum of the Treasury
Yield plus 50 basis points, over (ii) the unpaid principal amount of such Bond.
Such Yield Maintenance Premium shall be determined in accordance with the
following provisions:

                  (a) the average life of the remaining scheduled installments
         of principal in respect of such Bond (the "Remaining Average Life")
         shall be calculated as of such Redemption Date; and

                  (b) the "Treasury Yield" shall be calculated for the United
         States Treasury security having an average life equal to the Remaining
         Average Life


                                       11
<PAGE>

         and trading in the secondary market at the price closest to par (the
         "Primary Issue"); PROVIDED, HOWEVER, that, if no United States
         Treasury security has an average life equal to the Remaining Average
         Life, the yields (the "Other Yields") for maturities of the two United
         States Treasury securities having average lives most closely
         corresponding to such Remaining Average Life and trading in the
         secondary market at the price closest to par shall be calculated, and
         the yield to maturity for the Primary Issue shall be the yield
         interpolated or extrapolated from such Other Yields on a straight-line
         basis, rounding in each of such relevant periods to the nearest month.

                  "MOODY'S" means Moody's Investors Service, Inc., a division of
Moody's Corporation, and its successors and assigns.

                  "NEW BONDS" has the meaning set forth in the preamble to this
Indenture.

                  "NEW SERIES A BONDS" has the meaning set forth in the preamble
to this Indenture.

                  "NEW SERIES B BONDS" has the meaning set forth in the preamble
to this Indenture.

                  "NON-U.S. PERSON" means a Person who is not a U.S. Person.

                  "OBLIGATIONS" means any principal, premium, if any, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceeding), penalties, fees,
charges, expenses, indemnifications, reimbursement obligations, damages,
guarantees and other liabilities or amounts payable under the documentation
governing any Indebtedness or in respect thereof.

                  "OFFERING" means the offering of the Initial Bonds by the
Company.

                  "OFFICER" means, with respect to any Person, any Chairman of
the Board, President, Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, Senior Vice President, Vice President, Treasurer or Secretary
of such Person.

                  "OFFICER'S CERTIFICATE" means a certificate signed by an
Officer of the Company.

                  "OWNER LESSOR" means each of Homer City OL1 LLC, Homer City
OL2 LLC, Homer City OL3 LLC, Homer City OL4 LLC, Homer City OL5 LLC, Homer City
OL6 LLC, Homer City OL7 LLC and Homer City OL8 LLC.


                                       12
<PAGE>

                  "144A GLOBAL BOND" means one or more global notes in the form
of Exhibit A-1 hereto bearing the Global Bond Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in an aggregate denomination equal
to the outstanding principal amount of the Bonds sold in reliance on Rule 144A.

                  "OPINION OF COUNSEL" means a written opinion of counsel for
any Person either expressly referred to in the Indenture or otherwise reasonably
satisfactory to the Trustee which may include, without limitation, counsel for
the Company, whether or not such counsel is an employee of the Company.

                  "PARTICIPANT" means, with respect to the Depositary, Euroclear
or Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to The Depository Trust Company, shall include
Euroclear and Cedel).

                  "PERSON" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, Governmental Authority or any other entity
whether acting in an individual, fiduciary or other capacity.

                  "POWER MARKET CONSULTANT" means PHB Hagler Bailly, Inc. or
another nationally recognized power market consulting firm which, as Power
Market Consultant, will perform a market study of certain markets relating to
the Facilities and develop independent electricity price forecasts for the
benefit of the Holders.

                  "PRIVATE PLACEMENT LEGEND" means the legend set forth in
Section 2.6(g)(i) to be placed on all Bonds issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

                  "PROPOSALS" has the meaning set forth in the preamble hereto.

                  "PRUDENT INDUSTRY PRACTICE" means any of the practices,
methods, standards and acts (including but not limited to the practices,
methods, standards and acts engaged in or approved by a significant portion of
the electric power generation industry in the United States) that, at a
particular time, in the exercise of reasonable judgment in light of the facts
known or that should reasonably have been known at the time a decision was made,
could have been expected to accomplish the desired result consistent with good
business practices, reliability, economy, safety and expedition, and which
practices generally conform to applicable law and governmental approvals.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule l44A.


                                       13
<PAGE>

                  "RATING AGENCIES" means each of Moody's, S&P and Duff &
Phelps.

                  "RECOVERY EVENT" means any settlement of or payment of
$5,000,000 or more in respect of (i) any property or casualty insurance claim
relating to the Facility or (ii) any seizure, condemnation, confiscation or
taking of, or requisition of title or use of, the Facility or any part thereof
by any Governmental Authority.

                  "REDEMPTION DATE" means a date set forth for redemption of
Bonds pursuant to the Indenture.

                  "REDEMPTION PRICE" means the price to be paid by the Company
for the Bonds that are redeemed pursuant to the Indenture.

                  "REGISTRATION RIGHTS AGREEMENT" means the Exchange and
Registration Rights Agreement, dated as of May 27, 1999, by and among Homer
City, Edison Mission Holdings Co., Edison Mission Finance Co., Homer City
Property Holdings Inc., Chestnut Ridge Energy Co., Mission Energy Westside Inc.
and the other parties named on the signature pages thereof, as such agreement
may be amended, modified or supplemented from time to time.

                  "REGULATION S" means Regulation S promulgated under the
Securities Act.

                  "REGULATION S GLOBAL BOND" means a Regulation S Temporary
Global Bond or Regulation S Permanent Global Bond, as appropriate.

                  "REGULATION S PERMANENT GLOBAL BOND" means a permanent Global
Bond in the form of Exhibit A-1 hereto bearing the Global Bond Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in an aggregate denomination
equal to the outstanding principal amount of the Regulation S Temporary Global
Bond upon expiration of the Restricted Period.

                  "REGULATION S TEMPORARY GLOBAL BOND" means a temporary Global
Bond in the form of Exhibit A-2 hereto bearing the Global Bond Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in an aggregate denomination
equal to the outstanding principal amount of the Bonds initially sold in
reliance on Rule 903 of Regulation S.

                  "REINVESTMENT NOTICE" means a notice executed by an Authorized
Officer of Homer City to the Collateral Agent and the Trustee relating to a
Recovery Event (i) setting forth in reasonable detail the nature of the proposed
restoration or replacement relating to such Recovery Event and the estimated
cost and time to


                                       14
<PAGE>

complete such restoration or replacement and (ii) stating that (a) no Default or
Event of Default has occurred and is continuing, (b) such restoration or
replacement is technologically and economically feasible, (c) the net cash
proceeds of such Recovery Event, together with other resources available to the
Facility Lessee, are sufficient to pay the estimated cost of completing such
restoration or replacement and (d) the Facility Lessee has sufficient resources
(through business interruption insurance or otherwise) to pay all principal,
interest and other fixed charges projected to become due and payable with
respect to the Bonds prior to the completion of such restoration or replacement.

                  "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means any officer within the Corporate Trust Office of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

                  "RESTRICTED GLOBAL BOND" means a Global Bond bearing the
Private Placement Legend.

                  "RESTRICTED PERIOD" means the 40-day restricted period as
defined in Regulation S.

                  "RULE 144" means Rule 144 promulgated under the Securities
Act.

                  "RULE 144A" means Rule 144A promulgated under the Securities
Act.

                  "RULE 903" means Rule 903 promulgated under the Securities
Act.

                  "RULE 904" means Rule 904 promulgated under the Securities
Act.

                  "S&P" means Standard & Poor's Rating Services.

                  "SALE-LEASEBACK TRANSACTION" means the lease financing
involving the assets of Homer City as described in the Consent Solicitation
Statement.

                  "SECURITY AGENT" has the meaning set forth in the Lease
Indenture.

                  "SECURITY DEPOSIT AGREEMENT" means the Amended Security
Deposit Agreement, dated as of December __, 2001, as amended, by and among Homer
City and the Collateral Agent.


                                       15
<PAGE>

                  "SECURITY DOCUMENTS" has the meaning set forth in the Security
Deposit Agreement.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SENIOR DEBT" has the meaning set forth in the Security
Deposit Agreement.

                  "SERIES A BONDS" means the Initial Series A Bonds and the New
Series A Bonds.

                  "SERIES B BONDS" means the Initial Series B Bonds and the New
Series B Bonds.

                  "SHELF REGISTRATION STATEMENT" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "STATED MATURITY" means, with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the credit
agreement or other original documentation governing such Indebtedness, and shall
not include any contingent obligations to repay, redeem or repurchase any such
interest or principal prior to the date originally scheduled for the payment
thereof.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, limited liability company or other entity of which
more than 50% of the outstanding capital stock, partnership interests or other
equity interests having ordinary voting power to elect a majority of the board
of directors of such corporation (irrespective of whether at the time capital
stock of any other class or classes of such corporation shall or might have
voting power upon the occurrence of any contingency) or to control the
management of such partnership, limited liability company or other entity is at
the time directly or indirectly owned by such Person, by such Person and one or
more other Subsidiaries of such Person, or by one or more other Subsidiaries of
such Person.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA.

                  "TRUSTEE" means The Bank of New York, as successor trustee for
the benefit of the Holders under the Indenture, together with its successors and
assigns.

                  "UNRESTRICTED DEFINITIVE BOND" means one or more Definitive
Bonds that do not bear and are not required to bear the Private Placement
Legend.


                                       16
<PAGE>

                  "UNRESTRICTED GLOBAL BOND" means a permanent Global Bond in
the form of Exhibit A-1 attached hereto that bears the Global Bond Legend and
that has the "Schedule of Exchanges of Interests in the Global Bond" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Bonds that do not bear the Private
Placement Legend.

                  "U.S. PERSON" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

SECTION 1.2       OTHER DEFINITIONS

                                                                  Defined in
         Term                                                        Section

         "AUTHENTICATION ORDER"..........................................2.2
         "COVENANT DEFEASANCE"...........................................8.3
         "DTC"...........................................................2.3
         "EVENT OF DEFAULT"..............................................6.1
         "LEGAL DEFEASANCE"..............................................8.2
         "PAYING AGENT"..................................................2.3
         "PERMITTED INDEBTEDNESS"........................................4.5
         "PERMITTED LIENS"...............................................4.9
         "REGISTRAR".....................................................2.3

SECTION 1.3       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "INDENTURE SECURITIES" means the Bonds;

                  "INDENTURE SECURITY HOLDER" means a Holder of a Bond;

                  "INDENTURE TO BE QUALIFIED" means this Indenture;

                  "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
Trustee; and

                  "OBLIGOR" on the indenture securities means the Company and
any successor obligor upon the indenture securities.



                                       17
<PAGE>

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
under the TIA have the meanings so assigned to them.

SECTION 1.4       RULES OF CONSTRUCTION

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) or is not exclusive;

                  (4) words in the singular include the plural, and in the
         plural include the singular;

                  (5) provisions apply to successive events and transactions;
         and

                  (6) references to sections of or rules under the Securities
         Act shall be deemed to include substitute, replacement or successor
         sections or rules adopted by the Commission from time to time.

SECTION 1.5       ONE CLASS OF SECURITIES

                  The Initial Series A Bonds, Initial Series B Bonds, New Series
A Bonds and New Series B Bonds shall vote and consent together on all matters as
one class and none of the Initial Series A Bonds, Initial Series B Bonds, New
Series A Bonds and New Series B Bonds shall have the right to vote or consent as
a separate class on any matter.

                                    ARTICLE 2.
                                    THE BONDS

SECTION 2.1       FORM AND DATING

(a)      GENERAL.

                  The Bonds and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Bonds may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Bond shall be dated the date of its authentication. The Bonds shall
be in denominations of $100,000 and integral multiples of $1,000 in excess
thereof.


                                       18
<PAGE>

                  The terms and provisions contained in the Bonds shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Bond conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

     (b)  GLOBAL BONDS.

                  Bonds issued in global form shall be substantially in the form
of Exhibits A-1 or A-2 attached hereto (including the Global Bond Legend thereon
and the "SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL BOND" attached
thereto). Bonds issued in definitive form shall be substantially in the form of
Exhibit A-l attached hereto (but without the Global Bond Legend thereon and
without the "Schedule of Exchanges of interests in the Global Bond" attached
thereto). Each Global Bond shall represent such of the outstanding Bonds as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Bonds from time to time endorsed
thereon and that the aggregate principal amount of outstanding Bonds represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Bond to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Bonds represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with written
instructions given by the Holder thereof as required by Section 2.6 hereof.

     (c)  TEMPORARY GLOBAL BONDS

                  Bonds offered and sold in reliance on Regulation S shall be
issued initially in the form of a Regulation S Temporary Global Bond, which
shall be deposited on behalf of the purchasers of the Bonds represented thereby
with the Trustee, at its New York office, as custodian for the Depositary, and
registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of Euroclear or Cedel, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The Restricted Period shall be terminated upon the receipt by the
Trustee of (i) a written certificate from the Depositary, together with copies
of certificates from Euroclear and Cedel certifying that they have received
certification of Non-United States beneficial ownership of 100% of the aggregate
principal amount of a Regulation S Temporary Global Bond (except to the extent
of any beneficial owners thereof who acquired an interest therein during the
Restricted Period pursuant to another exemption from registration under the
Securities Act and who will take delivery of a beneficial ownership interest in
a 144A Global Bond bearing a Private Placement Legend, all


                                       19
<PAGE>

as contemplated by Section 2.6(a)(ii) hereof), and (ii) an Officer's Certificate
from the Company. Following the termination of the Restricted Period, beneficial
interests in a Regulation S Temporary Global Bond shall be exchanged for
beneficial interests in Regulation S Permanent Global Bonds pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Bonds, the Trustee shall cancel the Regulation S Temporary
Global Bond. The aggregate principal amount of a Regulation S Temporary Global
Bond and the Regulation S Permanent Global Bonds may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.

     (d)  EUROCLEAR AND CEDEL PROCEDURES APPLICABLE.

                  The provisions of the "OPERATING PROCEDURES OF THE EUROCLEAR
SYSTEM" and "TERMS AND CONDITIONS GOVERNING USE OF EUROCLEAR" and the "GENERAL
TERMS AND CONDITIONS OF CEDELBANK" and "CUSTOMER HANDBOOK" of Cedel shall be
applicable to transfers of beneficial interests in a Regulation S Temporary
Global Bond and the Regulation S Global Bonds that are held by Participants
through Euroclear or Cedel.

SECTION 2.2       EXECUTION AND AUTHENTICATION

                  Two Officers of the Company shall sign the Bonds for the
Company by manual or facsimile signature. The Company's seals, if any, shall
be reproduced on the Bonds and may be in facsimile form.

                  If an Officer of the Company whose signature is on a Bond
no longer holds that office at the time a Bond is authenticated, the Bond
shall nevertheless be valid.

                  A Bond shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Bond has been authenticated under this indenture.

                  The Trustee shall, upon a written order of the Company signed
by two Officers of the Company (an "AUTHENTICATION ORDER"), authenticate Series
A Bonds for original issue up to the aggregate principal amount of $300,000,000
and Series B Bonds for original issue up to the aggregate principal amount of
$530,000,000. The aggregate principal amount of Series A Bonds or Series B Bonds
outstanding at any time may not exceed such amounts except as provided in
Section 2.7 hereof.

                  The Trustee may (at the expense of the Company) appoint an
authenticating agent acceptable to the Company to authenticate Bonds. An


                                       20
<PAGE>

authenticating agent may authenticate Bonds whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with Holders or an Affiliate of the Company and has the same
protections under Article 7 herein.

SECTION 2.3       REGISTRAR AND PAYING AGENT

                  The Company shall maintain an office or agency where Bonds
may be presented for registration of transfer or for exchange ("REGISTRAR")
and an office or agency where Bonds may be presented for payment ("PAYING
AGENT"). The Registrar shall keep a register of the Bonds and of their
transfer and exchange. The Company may appoint one or more co-registrars and
one or more additional paying agents. The term "REGISTRAR" includes any
co-registrar and the term "PAYING AGENT" includes any additional paying
agent. The Company may change any Paying Agent or Registrar without notice to
any Holder. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain a Registrar or Paying Agent, the Trustee shall act as
such. The Company may act as Paying Agent or Registrar.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Bonds.

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Custodian with respect to the Global
Bonds.

SECTION 2.4       PAYING AGENT TO HOLD MONEY IN TRUST

               (a) The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium, if any, or interest on the Bonds, and will
notify the Trustee in writing of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company) shall have no
further liability for the money. If the Company acts as Paying Agent, it shall
segregate and hold as separate trust funds for the benefit of the Holders all
money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Bonds.

               (b) Prior to the Effective Date of this Indenture, the Company
shall cause to be deposited with the Paying Agent and the Paying Agent shall
hold in trust all amounts accrued and unpaid on the Bonds from the Payment
Date immediately prior to the Effective Date up to the Effective Date. The
Paying Agent shall pay such amounts together with all other funds received
for such purpose to the Holders on the Payment Date following the Effective
Date of this Indenture.


                                       21
<PAGE>

SECTION 2.5       HOLDER LISTS

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA Section 312(a). If
the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least seven Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of
the Holders of Bonds and the Company shall otherwise comply with TIA Section
312(a).

SECTION 2.6       TRANSFER AND EXCHANGE

     (a)  TRANSFER AND EXCHANGE OF GLOBAL BONDS.

                  A Global Bond may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Bonds will be exchanged by the Company for Definitive
Bonds if (i) the Company delivers to the Trustee written notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Company within 120
days after the date of such notice from the Depositary or (ii) the Company in
its sole discretion determines that the Global Bonds (in whole but not in part)
should be exchanged for Definitive Bonds and delivers a written notice to such
effect to the Trustee; PROVIDED that in no event shall a Regulation S Temporary
Global Bond be exchanged by the Company for Definitive Bonds prior to (x) the
expiration of the Restricted Period and (y) the receipt by the Registrar of any
certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities
Act. Upon the occurrence of either of the preceding events in (i) or (ii) above,
Definitive Bonds shall be issued in such names as the Depositary shall instruct
the Trustee in writing. Global Bonds also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.7 and 2.10 hereof. Every Bond
authenticated and delivered in exchange for, or in lieu of, a Global Bond or any
portion thereof, pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Bond. A Global Bond may not be exchanged for another Bond other than as provided
in this Section 2.6(a), however, beneficial interests in a Global Bond may be
transferred and exchanged as provided in Section 2.6(b), (c) or (f) hereof.


                                       22
<PAGE>

     (b)  TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL BONDS.

                  The transfer and exchange of beneficial interests in the
Global Bonds shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Bonds shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Bonds also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

          (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL BOND.
     Beneficial interests in any Restricted Global Bond may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Bond in accordance with the transfer
     restrictions set forth in the Private Placement Legend; PROVIDED, HOWEVER,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Temporary Regulation S Global Bond may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than an Initial Purchaser). Beneficial interests in any Unrestricted Global
     Bond may be transferred to Persons who take delivery thereof in the form of
     a beneficial interest in an Unrestricted Global Bond. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.6(b)(i).

          (ii) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS IN
     GLOBAL BONDS. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.6(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Bond in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Bond in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Bond shall be registered to effect the transfer
     or exchange referred to in (1) above; PROVIDED that in no event shall
     Definitive Bonds be issued upon the transfer or exchange of


                                       23
<PAGE>

     beneficial interests in a Regulation S Temporary Global Bond prior to (x)
     the expiration of the Restricted Period and (y) the receipt by the
     Registrar of any certificates required pursuant to Rule 903 under the
     Securities Act. Upon consummation of an Exchange Offer by the Company in
     accordance with Section 2.6(f) hereof, the requirements of this Section
     2.6(b)(ii) shall be deemed to have been satisfied upon receipt by the
     Registrar of the instructions contained in the Letter of Transmittal
     delivered by the Holder of such beneficial interests in the Restricted
     Global Bonds. Upon satisfaction of all of the requirements for transfer or
     exchange of beneficial interests in Global Bonds contained in this
     Indenture and the Bonds or otherwise applicable under the Securities Act,
     the Trustee shall adjust the principal amount of the relevant Global
     Bond(s) pursuant to Section 2.6(h) hereof.

          (iii) TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED GLOBAL
     BOND. A beneficial interest in any Restricted Global Bond may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Bond if the transfer
     complies with the requirements of Section 2.6(b)(ii) above and the
     Registrar receives the following:

               (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Bond, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof; and

               (B) if the transferee will take delivery in the form of a
          beneficial interest in the Regulation S Temporary Global Bond or the
          Regulation S Permanent Global Bond, then the transferor must deliver a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (2) thereof.

          (iv) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A RESTRICTED
     GLOBAL BOND FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED GLOBAL BOND. A
     beneficial interest in any Restricted Global Bond may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Bond or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Bond if the exchange or
     transfer complies with the requirements of Section 2.6(b)(ii) above and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be exchanged, in the case
          of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a


                                       24
<PAGE>

          broker-dealer, (2) a Person participating in the distribution of the
          New Bonds or (3) a Person who is an affiliate (as defined in Rule 144)
          of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by an Initial Purchaser pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Bond proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Bond, a certificate from such holder in the form of Exhibit C
               hereto, including the certifications in item (i)(a) thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Bond proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Bond, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Bond has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.2 hereof, the Trustee shall authenticate one or more
Unrestricted Global Bonds in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.


                                       25
<PAGE>

                  Beneficial interests in an Unrestricted Global Bond cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Bond.

     (c)  TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR DEFINITIVE BONDS.

          (i) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL BONDS TO RESTRICTED
     DEFINITIVE BONDS. If any holder of a beneficial interest in a Restricted
     Global Bond proposes to exchange such beneficial interest for a Restricted
     Definitive Bond or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Bond, then,
     upon receipt by the Registrar of the following documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Bond proposes to exchange such beneficial interest for a
          Restricted Definitive Bond, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof;

               (F) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof; or


                                       26
<PAGE>

               (G) if such beneficial interest is being transferred to an
          institutional Accredited Investor and pursuant to an exemption from
          the registration requirements of the Securities Act other than Rule
          144A, Rule 144 or Rule 904 thereunder, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(d)
          thereof,

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Bond to be reduced accordingly pursuant to Section 2.6(h) hereof,
     and the Company shall execute and the Trustee shall upon receipt of an
     Authentication Order authenticate and deliver to the Person designated in
     the instructions a Definitive Bond in the appropriate principal amount. Any
     Definitive Bond issued in exchange for a beneficial interest in a
     Restricted Global Bond pursuant to this Section 2.6(c) shall be registered
     in such name or names and in such authorized denomination or denominations
     as the holder of such beneficial interest shall instruct the Registrar
     through instructions from the Depositary and the applicable Participant or
     Indirect Participant. The Trustee shall (at the expense of the Company)
     deliver such Definitive Bonds to the Persons in whose names such Bonds are
     so registered. Any Definitive Bond issued in exchange for a beneficial
     interest in a Restricted Global Bond pursuant to this Section 2.6(c)(i)
     shall bear the Private Placement Legend and shall be subject to all
     restrictions on transfer contained therein.

          (ii) Notwithstanding Sections 2.6(c)(i)(A) and (C) hereof, a
     beneficial interest in the Regulation S Temporary Global Bond may not be
     exchanged for a Definitive Bond or transferred to a Person who takes
     delivery thereof in the form of a Definitive Bond prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

          (iii) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL BONDS TO UNRESTRICTED
     DEFINITIVE BONDS. A holder of a beneficial interest in a Restricted Global
     Bond may exchange such beneficial interest for an Unrestricted Definitive
     Bond or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of an Unrestricted Definitive Bond only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the


                                       27
<PAGE>

          Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
          participating in the distribution of the New Bonds or (3) a Person who
          is an affiliate (as defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by an Initial Purchaser pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Bond proposes to exchange such beneficial
               interest for a Definitive Bond that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Bond proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Bond that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof,

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          (iv) BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL BONDS TO UNRESTRICTED
     DEFINITIVE BONDS. If any holder of a beneficial interest in an Unrestricted
     Global Bond proposes to exchange such beneficial interest for a Definitive
     Bond or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of a Definitive Bond, then, upon satisfaction of the
     conditions set forth in Section 2.6(b)(ii) hereof, the Trustee shall cause
     the aggregate principal amount of the applicable Global Bond to be reduced


                                       28
<PAGE>

     accordingly pursuant to Section 2.6(h) hereof, and the Company shall
     execute and the Trustee shall upon receipt of an Authentication Order
     authenticate and (at the expense of the Company) deliver to the Person
     designated in the instructions a Definitive Bond in the appropriate
     principal amount. Any Definitive Bond issued in exchange for a beneficial
     interest pursuant to this Section 2.6(c)(iv) shall be registered in such
     name or names and in such authorized denomination or denominations as the
     holder of such beneficial interest shall instruct the Registrar through
     instructions from the Depositary and the applicable Participant or Indirect
     Participant. The Trustee shall (at the expense of the Company) deliver such
     Definitive Bonds to the Persons in whose names such Bonds are so
     registered. Any Definitive Bond issued in exchange for a beneficial
     interest pursuant to this Section 2.6(c)(iv) shall not bear the Private
     Placement Legend.

     (d)  TRANSFER AND EXCHANGE OF DEFINITIVE BONDS FOR BENEFICIAL INTERESTS.

          (i) RESTRICTED DEFINITIVE BONDS TO BENEFICIAL INTERESTS IN RESTRICTED
     GLOBAL BONDS. If any Holder of a Restricted Definitive Bond proposes to
     exchange such Bond for a beneficial interest in a Restricted Global Bond or
     to transfer such Restricted Definitive Bond to a Person who takes delivery
     thereof in the form of a beneficial interest in a Restricted Global Bond,
     then, upon receipt by the Registrar of the following documentation:

               (A) if the Holder of such Restricted Definitive Bond proposes to
          exchange such Bond for a beneficial interest in a Restricted Global
          Bond, a certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (2)(b) thereof;

               (B) if such Restricted Definitive Bond is being transferred to a
          QIB in accordance with Rule 144A under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (1) thereof;

               (C) if such Restricted Definitive Bond is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such Restricted Definitive Bond is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144 under the Securities Act, a


                                       29
<PAGE>

          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(a) thereof;

               (E) if such Restricted Definitive Bond is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof; or

               (F) if such Restricted Definitive Bond is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (3)(c) thereof, the Trustee shall
          cancel the Restricted Definitive Bond, increase or cause to be
          increased the aggregate principal amount of, in the case of clause (A)
          above, the appropriate Restricted Global Bond, in the case of clause
          (B) above, the 144A Global Bond, and in the case of clause (C) above,
          the Regulation S Global Bond.

          (ii) RESTRICTED DEFINITIVE BONDS TO BENEFICIAL INTERESTS IN
     UNRESTRICTED GLOBAL BONDS. A Holder of a Restricted Definitive Bond may
     exchange such Bond for a beneficial interest in an Unrestricted Global Bond
     or transfer such Restricted Definitive Bond to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Bond
     only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange or the transferee, in the
          case of a transfer, certifies in the Letter of Transmittal that it is
          not (1) a broker-dealer, (2) a Person participating in the
          distribution of the New Bonds or (3) a Person who is an affiliate (as
          defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by an Initial Purchaser pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:


                                       30
<PAGE>

                    (1) if the Holder of such Restricted Definitive Bond
               proposes to exchange such Bond for a beneficial interest in the
               Unrestricted Global Bond, a certificate from such Holder in the
               form of Exhibit C hereto, including the certifications in item
               (l)(c) thereof; or

                    (2) if the Holder of such Restricted Definitive Bond
               proposes to transfer such Bond to a Person who shall take
               delivery thereof in the form of a beneficial interest in the
               Unrestricted Global Bond, a certificate from such Holder in the
               form of Exhibit B hereto, including the certifications in item
               (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the subparagraphs in
          this Section 2.6(d)(ii), the Trustee shall cancel the Definitive Bonds
          and increase or cause to be increased the aggregate principal amount
          of the Unrestricted Global Bond.

          (iii) UNRESTRICTED DEFINITIVE BONDS TO BENEFICIAL INTERESTS IN
     UNRESTRICTED GLOBAL BONDS. A Holder of an Unrestricted Definitive Bond may
     exchange such Bond for a beneficial interest in an Unrestricted Global Bond
     or transfer such Unrestricted Definitive Bond to a Person who takes
     delivery thereof in the form of a beneficial interest in an Unrestricted
     Global Bond at any time. Upon receipt of a written request for such an
     exchange or transfer, the Trustee shall cancel the applicable Unrestricted
     Definitive Bond and increase or cause to be increased the aggregate
     principal amount of one of the Unrestricted Global Bonds.

                  If any such exchange or transfer from a Definitive Bond to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Bond has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.2 hereof, the Trustee shall authenticate, one or more
Unrestricted Global Bonds in an aggregate principal amount equal to the
principal amount of Definitive Bonds so transferred.


                                       31
<PAGE>

     (e)  TRANSFER AND EXCHANGE OF DEFINITIVE BONDS FOR DEFINITIVE BONDS.

                  Upon request by a Holder of Definitive Bonds and such Holder's
compliance with the provisions of this Section 2.6(e), the Registrar shall
register the transfer or exchange of Definitive Bonds. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Bonds duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by his attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.6(e).

          (i) RESTRICTED DEFINITIVE BONDS TO RESTRICTED DEFINITIVE BONDS. Any
     Restricted Definitive Bond may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Bond if the Registrar receives the following:

               (A) if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (ii) RESTRICTED DEFINITIVE BONDS TO UNRESTRICTED DEFINITIVE BONDS. Any
     Restricted Definitive Bond may be exchanged by the Holder thereof for an
     Unrestricted Definitive Bond or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Bond if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the Letter of Transmittal that it is
          not (1) a broker-dealer, (2) a Person participating


                                       32
<PAGE>

          in the distribution of the New Bonds or (3) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by an Initial Purchaser
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such Restricted Definitive Bonds
               proposes to exchange such Bonds for an Unrestricted Definitive
               Bond, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (I)(d) thereof; or

                    (2) if the Holder of such Restricted Definitive Bonds
               proposes to transfer such Bonds to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Bond,
               a certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests, an Opinion of Counsel in form reasonably
          acceptable to the Registrar to the effect that such exchange or
          transfer is in compliance with the Securities Act and that the
          restrictions on transfer contained herein and in the Private Placement
          Legend are no longer required in order to maintain compliance with the
          Securities Act.

          (iii) UNRESTRICTED DEFINITIVE BONDS TO UNRESTRICTED DEFINITIVE BONDS.
     A Holder of Unrestricted Definitive Bonds may transfer such Bonds to a
     Person who takes delivery thereof in the form of an Unrestricted Definitive
     Bond. Upon receipt of a request to register such a transfer, the Registrar
     shall register the Unrestricted Definitive Bonds pursuant to the
     instructions from the Holder thereof.


                                       33
<PAGE>

     (f)  EXCHANGE OFFER.

                  Upon the occurrence of the Exchange Offer in accordance with
the Registration Rights Agreement, the Company shall issue and, upon receipt of
an Authentication Order in accordance with Section 2.2, the Trustee shall
authenticate for each series of Bonds (i) one or more Unrestricted Global Bonds
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Bonds tendered for acceptance by Persons that
certify in the Letters of Transmittal that (x) they are not broker-dealers, (y)
they are not participating in a distribution of the New Bonds and (z) they are
not affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Exchange Offer and (ii) Definitive Bonds in an aggregate
principal amount equal to the principal amount of the Restricted Definitive
Bonds accepted for exchange in the Exchange Offer. Concurrently with the
issuance of such Bonds, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Bonds to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and (at the expense of
the Company) deliver to the Persons designated by the Holders of Definitive
Bonds so accepted Definitive Bonds in the appropriate principal amount.

     (g)  LEGENDS.

                  The following legends shall appear on the face of all Global
Bonds and Definitive Bonds issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

          (i) PRIVATE PLACEMENT LEGEND.

               (A) Except as permitted by subparagraph (B) below, each Global
          Bond and each Definitive Bond (and all Bonds issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

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


                                       34
<PAGE>

          THE HOLDER OF THIS SECURITY BY ITS ACQUISITION HEREOF (1) REPRESENTS
          THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
          144A UNDER THE SECURITIES ACT) OR AN INSTITUTIONAL ACCREDITED INVESTOR
          WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE
          501 UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")
          OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
          "OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION 5, (2)
          AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR
          SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE
          SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER
          OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS
          SECURITY) OR THE LAST DAY ON WHICH THE COMPANY OR AN AFFILIATE OF THE
          COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS
          SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
          APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE") OFFER,
          SELL OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (A) TO THE COMPANY,
          (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
          EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
          ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
          REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES
          FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
          BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
          RELIANCE ON RULE l44A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
          PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
          REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
          ACCREDITED INVESTOR THAT IS PURCHASING THE CERTIFICATES FOR ITS OWN
          ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
          INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER
          OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
          SECURITIES ACT OR (F) PURSUANT TO ANY OTHER


                                       35
<PAGE>

          AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
          SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
          THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
          THIS LEGEND; PROVIDED THAT THE COMPANY AND THE TRUSTEE SHALL HAVE THE
          RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE
          (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
          CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
          AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
          CERTIFICATION OR TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF
          THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
          TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
          AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE
          TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
          THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

                    (B) Notwithstanding the foregoing, any Global Bond or
               Definitive Bond issued pursuant to subparagraphs (b)(iv),
               (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to
               this Section 2.6 (and all Bonds issued in exchange therefor or
               substitution thereof) shall not bear the Private Placement
               Legend.

               (ii) Global Bond Legend. Each Global Bond shall bear a legend in
          substantially the following form:

          "THIS GLOBAL BOND IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS BOND) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.7
          OF THE INDENTURE, (II) THIS GLOBAL BOND MAY BE EXCHANGED IN WHOLE BUT
          NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
          GLOBAL BOND MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
          TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL BOND MAY BE


                                       36
<PAGE>

          TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
          OF THE COMPANY."

               (iii) REGULATION S TEMPORARY GLOBAL BOND LEGEND. The Regulation S
          Temporary Global Bond shall bear a legend in substantially the
          following form:

          "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL BOND, AND
          THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
          BONDS, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
          THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
          GLOBAL BOND SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

     (h)  CANCELLATION AND/OR ADJUSTMENT OF GLOBAL BONDS.

                  At such time as all beneficial interests in a particular
Global Bond have been exchanged for Definitive Bonds or a particular Global Bond
has been redeemed, repurchased or canceled in whole and not in part, each such
Global Bond shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. At any time prior to such cancellation, if
any beneficial interest in a Global Bond is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Bond or for Definitive Bonds, the principal amount of Bonds
represented by such Global Bond shall be reduced accordingly and an endorsement
shall be made on such Global Bond by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Bond,
such other Global Bond shall be increased accordingly and an endorsement shall
be made on such Global Bond by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.

     (i)  GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Bonds and
     Definitive Bonds upon receipt of an Authentication Order in accordance with
     Section 2.2 hereof or upon receipt of a written request of the Registrar in
     accordance with the terms hereof.


                                       37
<PAGE>

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Bond or to a Holder of a Definitive Bond for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.6, 3.7, 3.8 and 9.5 hereof).

          (iii) The Registrar shall not be required to register the transfer of
     or exchange any Bond selected for redemption in whole or in part, except
     the unredeemed portion of any Bond being redeemed in part.

          (iv) All Global Bonds and Definitive Bonds issued upon any
     registration of transfer or exchange of Global Bonds or Definitive Bonds
     shall be the valid obligations of the Company, evidencing the same debt,
     and entitled to the same benefits under this Indenture, as the Global Bonds
     or Definitive Bonds surrendered upon such registration of transfer or
     exchange.

          (v) The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Bonds during a period beginning at the
     opening of business 15 days before the day of any selection of Bonds for
     redemption under Section 3.2 hereof and ending at the close of business on
     the day of selection, (B) to register the transfer of or to exchange any
     Bond so selected for redemption in whole or in part, except the unredeemed
     portion of any Bond being redeemed in part or (C) to register the transfer
     of or to exchange a Bond between a record date and the next succeeding
     interest payment date.

          (vi) Prior to due presentment for the registration of a transfer of
     any Bond, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Bond is registered as the absolute owner of such
     Bond for the purpose of receiving payment of principal of and interest on
     such Bond and for all other purposes, and none of the Trustee, any Agent or
     the Company shall be affected by notice to the contrary.

          (vii) The Trustee shall authenticate Global Bonds and Definitive Bonds
     in accordance with the provisions of Section 2.2 hereof.

          (viii) All certifications, certificates and Opinions of Counsel
     required to be submitted to the Registrar pursuant to this Section 2.6 to
     effect a registration of transfer or exchange may be submitted by
     facsimile.


                                       38
<PAGE>

SECTION 2.7       REPLACEMENT BONDS

                  If any mutilated Bond is surrendered to the Trustee or the
Company and the Trustee and the Company receives evidence to its satisfaction
of the destruction, loss or theft of any Bond, the Company shall issue and
the Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Bond if the Company's and the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity Bond must be supplied by
the Holder that is sufficient in the judgment of the Trustee and the Company
to protect the Company, the Trustee, any Agent and any authenticating agent
from any loss that any of them may suffer if a Bond is replaced. The Company
and the Trustee may charge for their expenses in replacing a Bond.

                  Every replacement Bond is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Bonds duly issued hereunder.

SECTION 2.8       OUTSTANDING BONDS

                  The Bonds outstanding at any time are all the Bonds
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Bond effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.9 hereof, a
Bond does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Bond.

                  If a Bond is replaced pursuant to Section 2.7 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Bond is held by a bona fide purchaser.

                  If the principal amount of any Bond is considered paid under
Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Bonds payable on that date, then on and after that date such
Bonds shall be deemed to be no longer outstanding and shall cease to accrue
interest.

SECTION 2.9       TREASURY BONDS

                  In determining whether the Holders of the required principal
amount of Bonds have concurred in any direction, waiver or consent, Bonds owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company shall
be considered as though not outstanding, except that for the purposes of
determining whether the


                                       39
<PAGE>

Trustee shall be protected in relying on any such direction, waiver or consent,
only Bonds that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10      TEMPORARY BONDS

                  Until certificates representing Bonds are ready for delivery,
the Company may prepare and the Trustee, upon receipt of an Authentication
Order, shall authenticate temporary Bonds. Temporary Bonds shall be
substantially in the form of certificated Bonds but may have variations that the
Company considers appropriate for temporary Bonds and as shall be reasonably
acceptable to the Trustee.

                  Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate Definitive Bonds in exchange for temporary Bonds.

                  Holders of temporary Bonds shall be entitled to all of the
benefits of this indenture.

SECTION 2.11      CANCELLATION

                  The Company at any time may deliver Bonds to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Bonds surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Bonds surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Bonds (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Bonds shall be delivered
(at the expense of the Company) to the Company. The Company may not issue new
Bonds to replace Bonds that it has paid or that have been delivered to the
Trustee for cancellation.

SECTION 2.12      DEFAULTED INTEREST

                  If the Company defaults in a payment of interest on the Bonds,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Bonds and in Section 4.1 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Bond and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, PROVIDED that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be


                                       40
<PAGE>

mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

SECTION 2.13      CUSIP NUMBERS

                  The Company in issuing the Bonds may use "CUSIP" numbers (if
then generally in use) and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders, PROVIDED, HOWEVER, that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Bonds or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Bonds, and any such redemption shall not be affected by
any defect in or omission of such numbers.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.1       NOTICES TO TRUSTEE

                  If the Company elects to redeem Bonds pursuant to the
redemption provisions of Section 3.7 or 3.8 hereof, it shall furnish to the
Trustee, at least 30 days but not more than 60 days before a redemption date, an
Officer's Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Bonds to be redeemed and (iv) the redemption price.

SECTION 3.2       SELECTION OF BONDS TO BE REDEEMED

                  If less than all of the Bonds are to be redeemed at any time,
the Trustee shall select the Bonds to be redeemed among the Holders of the Bonds
in compliance with the requirements of the principal national securities
exchange, if any, on which the Bonds are listed or, if the Bonds are not so
listed, on a PRO RATA basis, by lot or in accordance with any other method the
Trustee considers fair and appropriate. In the event of partial redemption by
lot, the particular Bonds to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Bonds not previously called for
redemption.

                  The Trustee shall promptly notify the Company of the Bonds
selected for redemption and, in the case of any Bond selected for partial
redemption, the principal amount thereof to be redeemed. Bonds and portions of
Bonds selected shall be in amounts of $100,000 or whole multiples of $1,000 in
excess thereof; except that if all of the Bonds of a Holder are to be redeemed,
the entire outstanding


                                       41
<PAGE>

amount of Bonds held by such Holder, even if not in the amount of $100,000 or a
multiple of $1,000 in excess thereof, shall be redeemed. Except as provided in
the preceding sentence, provisions of this Indenture that apply to Bonds called
for redemption also apply to portions of Bonds called for redemption.

SECTION 3.3       NOTICE OF REDEMPTION

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Bonds are to be redeemed at its
registered address.

                  The notice shall identify the Bonds to be redeemed and shall
state:

     (a) the redemption date;

     (b) the redemption price;

     (c) if any Bond is being redeemed in part, the portion of the principal
amount of such Bond to be redeemed and that, after the redemption date upon
surrender of such Bond, a new Bond or Bonds in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Bond;

     (d) the name and address of the Paying Agent;

     (e) that Bonds called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f) that, unless the Company defaults in making such redemption payment,
interest on Bonds called for redemption ceases to accrue on and after the
redemption date;

     (g) the paragraph of the Bonds and/or Section of this Indenture pursuant to
which the Bonds called for redemption are being redeemed; and

     (h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Bonds.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date (or such shorter time period acceptable to the Trustee), an
Officer's Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.


                                       42
<PAGE>

SECTION 3.4       EFFECT OF NOTICE OF REDEMPTION

                  Once notice of redemption is mailed in accordance with Section
3.3 hereof, Bonds called for redemption become irrevocably due and payable on
the redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.5       DEPOSIT OF REDEMPTION PRICE

                  One Business Day prior to the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest on all Bonds to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Bonds to be redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Bonds or the portions of Bonds called for redemption. If a Bond is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Bond was registered at the close of business on such record
date. If any Bond called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at me rate provided in the Bonds and
in Section 4.1 hereof.

SECTION 3.6       BONDS REDEEMED IN PART

                  Upon surrender of a Bond that is redeemed in part, the Company
shall issue and, upon receipt of an Authentication Order, the Trustee shall
authenticate for the Holder at the expense of the Company a new Bond equal in
principal amount to the unredeemed portion of the Bond surrendered.

SECTION 3.7       OPTIONAL REDEMPTION

                  The Bonds shall be subject to optional redemption at any time
at a Redemption Price equal to the outstanding principal amount of the Bonds to
be redeemed plus all accrued and unpaid interest thereon to the Redemption Date,
plus the Make-Whole Premium, if any.


                                       43
<PAGE>

SECTION 3.8       MANDATORY REDEMPTION

                  The Bonds will be subject to mandatory redemption upon the
occurrence of a Recovery Event with respect to the Facilities, other than with
respect to amounts received by the Owner Lessor in connection with a Recovery
Event for which the Facility Lessee elects to restore or replace the asset or
assets in respect of which such Recovery Event occurred and a Reinvestment
Notice is provided to the Collateral Agent and the Trustee within 45 days of
such Recovery Event (provided that, with respect to any Recovery Event of $50
million or more, the Independent Engineer shall have certified as to the
reasonableness, in light of Prudent Industry Practice, of the Facility Lessee's
repair and replacement plans as set forth in the Facility Lessee's Reinvestment
Notice relating to such Recovery Event). Any mandatory redemption of the Bonds
will be without premium or penalty at a Redemption Price equal to the unpaid
principal amount thereof plus accrued and unpaid interest thereon to the
Redemption Date.

SECTION 3.9       NOTICES TO BONDHOLDERS BY LEASE INDENTURE TRUSTEE

                  All provisions with respect to notices to the Bondholders will
be deemed to have been satisfied by delivery of such notice to the Bondholders
by the Lease Indenture Trustee or the Owner Lessor in compliance with the
provisions of this Article III. In addition, all notices provided to the Company
under this Indenture must also be provided by the Trustee to the Owner Lessor,
Security Agent, Facility Lessee and Lease Indenture Trustee.

                                    ARTICLE 4.
                                    COVENANTS

SECTION 4.1       PAYMENT OF BONDS

                  The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Bonds on the dates and in the manner
provided in the Bonds. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1% per annum in excess of the then applicable interest rate on the
Bonds to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding


                                       44
<PAGE>

under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace period) at the same rate to the extent lawful.

SECTION 4.2       MAINTENANCE OF OFFICE OR AGENCY

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-registrar) where Bonds may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Bonds and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Bonds may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
PROVIDED, HOWEVER, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
this Section and Section 2.3.

SECTION 4.3       INFORMATION REQUIREMENTS

(a) The Company shall furnish or cause to be furnished to the Trustee, all
information that it receives pursuant to Section 5.1 of the Participation
Agreement, PROVIDED, HOWEVER that the Company is not obligated to provide such
information if it has been provided to the Trustee directly by Homer City.

SECTION 4.4       STAY, EXTENSION AND USURY LAWS

                  The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall


                                       45
<PAGE>

not, by resort to any such law, hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit the execution
of every such power as though no such law had been enacted.

SECTION 4.5       LIMITATION ON SUBSIDIARIES AND INVESTMENTS

                  The Company shall not create or acquire any Subsidiary.

SECTION 4.6       LIMITATION ON INCURRENCE OF INDEBTEDNESS

                  The Company shall not, directly or indirectly, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "INCUR") any
indebtedness other than Permitted Indebtedness.

                  "PERMITTED INDEBTEDNESS" shall mean Indebtedness incurred in
respect of the Bonds.

                  Accrual of interest, the accretion of accreted value and the
payment of interest in the form of additional Indebtedness will not be deemed to
be an incurrence of Indebtedness for purposes of this Section 4.9.

SECTION 4.7       LIMITATION OF SALE OF ASSETS

                  The Company shall not sell, transfer, convey, lease or
otherwise dispose of any assets.

SECTION 4.8       LIMITATION ON TRANSACTIONS WITH AFFILIATES

                  The Company shall not enter into any transaction or
arrangement, whether or not in the ordinary course of business, with any
Affiliate of the Company; provided however that any transaction between the
Company and Wilmington Trust Company as the sole member of the Company
consistent with the terms of the limited liability company agreement as in
effect on the date hereof of the Company will not be deemed to be an
affiliate transaction for purposes of this Section 4.8.

SECTION 4.9       LIMITATION ON LIENS

                  The Company shall not create, incur, assume or otherwise cause
or suffer to exist or become effective any Lien of any kind upon any of its
property or assets, now owned or hereafter acquired, other than Permitted Liens.

                  The provisions of the first paragraph of this Section 4.13
shall not apply to the incurrence of any of the following types of Liens
(collectively, "PERMITTED LIENS"):

     (a) Liens created in this Indenture; and


                                       46
<PAGE>

     (b) Liens for taxes, assessments or governmental charges or levies that are
not yet delinquent and remain payable without penalty or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently prosecuted; PROVIDED that any reserve or other appropriate provision
as shall be required to conform with GAAP shall have been made therefor.

SECTION 4.10      LIMITATION ON BUSINESS ACTIVITIES

                  The Company shall not engage in any business or conduct any
activities other than payment on and other obligations in respect of the Bonds
as set forth in Section 4.1.

SECTION 4.11      MAINTENANCE OF EXISTENCE

                  The Company shall at all times (i) maintain its respective
existence in good standing under the laws of Delaware and (ii) maintain and
renew all of its respective rights, powers, privileges and franchises in all
material respects.

SECTION 4.12      PAYMENTS FOR CONSENT

                  The Company shall not directly or indirectly, pay or cause to
be paid any consideration, whether by way of interest, fee or otherwise, to any
Holder of any Bonds for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of this Indenture or the Bonds unless such
consideration is offered to be paid or is paid to all Holders of the Bonds that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

SECTION 4.13      COMPLIANCE WITH LAWS

                  The Company shall comply with all applicable laws, acts,
rules, regulations, permits, orders and requirements of any legislative,
executive, administrative or judicial body relating to the Company in all
material respects.

SECTION 4.14      PERFECTION OF SECURITY INTERESTS

                  The Company shall preserve, or shall cause to be preserved,
the security interests granted under this Indenture and shall undertake, or
shall cause to be undertaken, of all actions which are necessary or appropriate
in the reasonable judgement of the Trustee to (a) maintain the security interest
in the Collateral in full force and effect (including the priority thereof) and
(b) preserve and protect the Collateral and protect and enforce the Company's
rights and title to the Collateral including, without limitation, the making or
delivery of all filings and recordations,


                                       47
<PAGE>

the payment of fees and other charges and the issuance of supplemental
documentation for such purposes.

SECTION 4.15      CONSENT PAYMENT

                  Until the Consent Payment is paid in accordance with this
Section 4.15, the Company shall maintain with the Trustee the Consent Payment
Account. On the Expiration Date, the Trustee shall deposit the Consent Payment
it has received pursuant to Section 2.3(d) of each Participation Agreement into
the Consent Payment Account. The Trustee shall pay the aggregate amount of the
Consent Payment to each Holder of the Bonds who had consented to the Proposals
as described in the Consent Solicitation Statement on or prior to the
Expiration Date its portion of the Consent Payment within five (5) Business
Days of the Expiration Date.

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.1       LIMITATION ON MERGER, CONSOLIDATION AND SALE OF SUBSTANTIALLY
                  ALL ASSETS

                  The Company shall not, directly or indirectly, consolidate or
merge with or into any other person (whether or not the Company is the surviving
corporation), or sell, assign, convey, lease, transfer or otherwise dispose of,
all or substantially all of its properties or assets in one or a series of
transactions, to any Person or Persons.

                                   ARTICLE 6.
                                EVENTS OF DEFAULT

SECTION 6.1       EVENTS OF DEFAULT

                  Each of the following shall constitute an Event of Default
hereunder:

     (a) default for 5 Business Days in the payment when due of any principal
of, premium, if any, or interest on the Bonds; or

     (b) failure by the Company to comply with the provisions described above
under Sections 4.6, 4.7, 4.9, 4.10, 4.11, or 5.1, and such failure shall
continue uncured for 30 or more days from the date an authorized officer of the
Company receives actual notice thereof;

     (c) the Company pursuant to or within the meaning of Bankruptcy Law:

          (i) commences a voluntary case,


                                       48
<PAGE>

          (ii) consents to the entry of an order for relief against it in an
     involuntary case,

          (iii) consents to the appointment of a custodian of it or for all or
     substantially all of its property,

          (iv) make a general assignment for the benefit of its creditors, or

          (v) generally is not paying its debts as they become due;

     (d) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

          (i) is for relief against the Company in an involuntary case;

          (ii) appoints a custodian of the Company or for all or substantially
     all of the property of the Company; or

          (iii) orders the liquidation of the Company; and, in which case, the
     order or decree remains unstayed and in effect for 60 consecutive days;

     (e) any Lease Indenture Event of Default; or

     (f) failure by the Company to comply with any of its agreements in this
Indenture and such failure shall continue uncured for 60 or more days from the
date an authorized officer of the Company receives actual notice thereof (or to
the extent the Default is curable but cannot be cured) within such 60 day
period, so long as the Company provides an Officer's Certificate to the Trustee
stating that it is diligently pursuing a cure, such longer period of time which
may be necessary in good faith to cure the same, but in no event to exceed 90
days.

SECTION 6.2       ACCELERATION

                  If any Event of Default (other than an Event of Default
specified in clause (c) or (d) of Section 6.1 hereof with respect to the
Company) occurs and is continuing, the Trustee may, and upon written direction
of the Holders of at least 33-1/3% (in the case of any Event of Default
specified in clause (a) of Section 6.1 hereof) or 50% (in the case of any other
Event of Default) in principal amount of the then outstanding Bonds shall,
declare, by written notice to the Company, all the Bonds to be due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (c) or (d) of Section 6.1 hereof occurs with


                                       49
<PAGE>

respect to the Company, all outstanding Bonds shall be due and payable without
further action or notice. Holders of the Bonds may not enforce this Indenture or
the Bonds except as provided in this Indenture. The Trustee may withhold from
Holders of the Bonds notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their best interest.
The Holders of at least 66 2/3% in aggregate principal amount of the then
outstanding Bonds by notice to the Trustee may on behalf of the Holders of all
of the Bonds rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, interest or premium that has become due
solely because of the acceleration) have been cured or waived.

                  The Holders of a majority in aggregate principal amount of the
Bonds then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Bonds waive any existing Default or Event of Default and its
consequences under this Indenture except (i) a continuing Default or Event of
Default in the payment of principal of, premium, if any, or interest on, the
Bonds (including in connection with an offer to purchase) and (ii) an Event of
Default specified in clause (c) or (d) of Section 6.1 hereof.

SECTION 6.3       OTHER REMEDIES

                  If an Event of Default occurs and is continuing, the Trustee,
in its sole discretion, may pursue any available remedy to collect the payment
of principal, premium, if any, or interest on the Bonds or to enforce the
performance of any provision of the Bonds or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Bonds or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Bond in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

SECTION 6.4       WAIVER OF PAST DEFAULTS

                  Upon any waiver of any existing Default or Event of Default
pursuant to the second paragraph of Section 6.2, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.


                                       50
<PAGE>

SECTION 6.5       CONTROL BY MAJORITY

                  Holders of a majority in principal amount of the then
outstanding Bonds may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Bonds or
that may involve the Trustee in personal liability. The Trustee may take any
other action consistent with this Indenture relating to any such direction.

SECTION 6.6       LIMITATION ON SUITS

                  A Holder of a Bond may pursue a remedy with respect to this
Indenture or the Bonds only if:

     (a) the Holder of a Bond gives to the Trustee written notice of a
continuing Event of Default;

     (b) the Holders of a majority in principal amount of the then outstanding
Bonds make a written request to the Trustee to pursue the remedy;

     (c) such Holder of a Bond or Holders of Bonds offer and, if requested,
provide to the Trustee security and indemnity satisfactory to the Trustee
against any loss, liability or expense;

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
security and indemnity; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the then outstanding Bonds do not give the Trustee a direction inconsistent
with the request.

                  A Holder of a Bond may not use this Indenture to prejudice the
rights of another Holder of a Bond or to obtain a preference or priority over
another Holder of a Bond.

SECTION 6.7       RIGHTS OF HOLDERS OF BONDS TO RECEIVE PAYMENT

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Bond, which is absolute and unconditional, to receive
payment of principal, premium, if any, and interest on the Bond, on or after the
respective due


                                       51
<PAGE>

dates expressed in the Bond (including in connection with an offer to purchase),
or to bring suit for the enforcement of any such payment on or after such
respective dates, or the obligation of the Company, which is also absolute and
unconditional, to pay the principal of, premium, if any, and interest on the
Bond to such Holder at the time and place set forth in the Bond, shall not be
impaired or affected without the consent of such Holder.

SECTION 6.8       COLLECTION SUIT BY TRUSTEE

                  If an Event of Default specified in Section 6.1(a) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Bonds and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, fees, expenses, disbursements
and advances of the Trustee, its agents and counsel.

SECTION 6.9       TRUSTEE MAY FILE PROOFS OF CLAIM

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
fees, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Bonds allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Bonds), its creditors or
its property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the compensation, fees, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under or in connection with this Indenture. To the
extent that the payment of any such compensation, fees, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under or in connection with this Indenture out of the estate in any
such proceeding, shall be denied for any reason, payment of the same shall be
secured by a perfected, first priority Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties that
the Holders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise, and such Lien
in favor of a predecessor Trustee shall be senior to the Lien in favor of the
current Trustee. Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on


                                       52
<PAGE>

behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Bonds or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10      PRIORITIES

                  If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

                  FIRST:  to the Trustee (including any predecessor Trustee),
its agents and attorneys for amounts due under Section 7.7 hereof, including
payment of all compensation, fees, expenses and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;

                  SECOND:  to Holders of Bonds for amounts due and unpaid on the
Bonds for principal, premium, if any, and interest, ratably, without preference
or priority of any kind, according to the amounts due and payable on the Bonds
for principal, premium, if any, and interest, respectively; and

                  THIRD:  to the Company or to such party as a court of
competent jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Bonds pursuant to this Section 6.10.

SECTION 6.11      FOR COSTS

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Bond pursuant to Section 6.7 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Bonds.

                                    ARTICLE 7.
                                     TRUSTEE

SECTION 7.1       DUTIES OF TRUSTEE

     (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the


                                       53
<PAGE>

same degree of care and skill in its exercise as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

     (b) Except during the continuance of an Event of Default:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section;

          (ii) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.5 hereof.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c), (e) and (f) of this Section.

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request or direction of any Holders, unless such Holder shall have offered and,
if requested,


                                       54
<PAGE>

provided to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.2       RIGHTS OF TRUSTEE

     (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company personally or by agent or attorney.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officer's Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered and, if requested, provided
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction.


                                       55
<PAGE>

     (g) No permissive right of the Trustee to act hereunder shall be construed
as a duty.

     (h) Whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers Certificate, an Opinion of Counsel, or both.

SECTION 7.3       INDIVIDUAL RIGHTS OF TRUSTEE

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Bonds and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as trustee or resign. Any Agent may do the same with
like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11
hereof.

SECTION 7.4       TRUSTEE'S DISCLAIMER

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Bonds or
the Registration Rights Agreement; it shall not be accountable for the Company's
use of the proceeds from the Bonds or any money paid to the Company or upon the
Company's direction under any provision of this Indenture; it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Bonds or any other document in connection
with the sale of the Bonds or pursuant to this Indenture other than its
certificate of authentication.

SECTION 7.5       NOTICE OF DEFAULTS

                  If a Default or an Event of Default occurs and is continuing
and if the Trustee receives written notice thereof, the Trustee shall (at the
expense of the Company) mail to Holders of Bonds a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or an Event of Default in payment of principal of, premium, if any, or interest
on any Bond or Lessor Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Bonds.


                                       56
<PAGE>

SECTION 7.6       REPORTS BY TRUSTEE TO HOLDERS OF THE BONDS

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Bonds remain
outstanding, the Trustee shall (at the expense of the Company) mail to the
Holders of the Bonds a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b). The Trustee shall transmit by mail all reports as required by TIA
Section 313(c).

                  A copy of each report at the time of its mailing to the
Holders of Bonds shall be mailed to the Company and filed with the Commission
and each stock exchange on which the Bonds are listed in accordance with TIA
Section 313(d). The Company shall promptly notify the Trustee when the Bonds
are listed on any stock exchange.

SECTION 7.7       COMPENSATION AND INDEMNITY

                  The Company agrees to pay to the Trustee from time to time
compensation as agreed upon by the Trustee and the Company, and, in the absence
of any such agreement, reasonable compensation for its acceptance of this
Indenture and services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the compensation, disbursements and
reasonable expenses of the Trustee's agents and counsel.

                  Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee

                                       57
<PAGE>

may have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

                  The obligations of the Company to the Trustee under this
Indenture shall survive the satisfaction and discharge of this Indenture.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a Lien prior to the Bonds on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Bonds. Such Lien shall survive the satisfaction and
discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(c) or (d) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

SECTION 7.8       REPLACEMENT OF TRUSTEE

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of Bonds of a majority in principal amount of the then outstanding Bonds
may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may by a Board Resolution remove the Trustee if:

     (a) the Trustee fails to comply with Section 7.10 hereof;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting as trustee hereunder.


                                       58
<PAGE>

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Bonds may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Bonds of at least 10% in principal amount of the then
outstanding Bonds may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If the Trustee, after receiving a written request by any
Holder of a Bond who has been a BONA FIDE Holder of a Bond for at least six
months, fails to comply with Section 7.10, such Holder of a Bond may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Bonds. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, PROVIDED all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.8, the Company's obligations under Section 7.7 hereof shall
continue for the benefit of the retiring Trustee.

SECTION 7.9       SUCCESSOR TRUSTEE BY MERGER, ETC

                  If the Trustee or any Agent consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor Trustee or Agent, as the case may be.

SECTION 7.10      ELIGIBILITY; DISQUALIFICATION

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that together with its direct parent, if any,
or in the case of a corporation included


                                       59
<PAGE>

in a bank holding company system, its related bank holding company, has a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

SECTION 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.

SECTION 7.12      OTHER CAPACITIES

                  All references in this Indenture to the Trustee shall be
deemed to refer to the Trustee in its capacity as Trustee and in its capacities
as any Agent, to the extent acting in such capacities, and every provision of
this Indenture relating to the conduct or affecting the liability or offering
protection, immunity or indemnity to the Trustee shall be deemed to apply with
the same force and effect to the Trustee acting in its capacities as any Agent.

                                  ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1       OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE

                  The Company may, at its option and at any time, elect to have
either Section 8.2 or 8.3 hereof be applied to all outstanding Bonds upon
compliance with the conditions set forth below in this Article 8.

SECTION 8.2       LEGAL DEFEASANCE AND DISCHARGE

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Bonds
on the date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Bonds, which shall thereafter be deemed to be "OUTSTANDING" only for
the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied


                                       60
<PAGE>

all its other obligations under such Bonds and this Indenture (and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Bonds to receive solely from the trust fund described in Section 8.4
hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Bonds when such payments are
due, (b) the Company's obligations with respect to such Bonds under Article 2
and Section 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of
the Trustee and any Agent hereunder and the Company's obligations in connection
therewith, including, without limitation, Article 7 and Section 8.5 and 8.7
hereunder, and (d) this Article 8. Subject to compliance with this Article 8,
the Company may exercise its option under this Section 8.2 notwithstanding the
prior exercise of its option under Section 8.3 hereof.

SECTION 8.3       COVENANT DEFEASANCE

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be released from
its obligations under the covenants contained in Sections 4.3, 4.5, 4.6, 4.7,
4.8, 4.9, 4.10, 4.13 and 5.1 hereof with respect to the outstanding Bonds on and
after the date the conditions set forth in Section 8.4 are satisfied
(hereinafter, "COVENANT DEFEASANCE"), and the Bonds shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "OUTSTANDING"
for all other purposes hereunder (it being understood that such Bonds shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Bonds, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.1 hereof, but, except as specified above,
the remainder of this Indenture and such Bonds shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3 hereof, subject to the satisfaction of the
conditions set forth in Section 8.4 hereof, Sections 6.1(d) through 6.1(g)
hereof shall not constitute Events of Default.


                                       61
<PAGE>

SECTION 8.4       CONDITIONS TO LEGAL OR COVENANT DEFEASANCE

                  The following shall be the conditions to the application of
either Section 8.2 or 8.3 hereof to the outstanding Bonds:

In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of the Bonds, cash in United States dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, and
interest on the outstanding Bonds on the stated maturity or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Bonds are being defeased to maturity or to a particular redemption date;

     (b) in the case of an election under Section 8.2 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Bonds will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

     (c) in the case of an election under Section 8.3 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that, subject to customary
assumptions and exclusions, the Holders of the outstanding Bonds will not
recognize income, gain or loss for federal income tax purposes as a result of
such Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

     (d) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit (other than a Default or an Event of Default resulting
from the borrowing of funds to be applied to such deposit) or insofar as
Sections 6.1(c) or 6.1(d) hereof are concerned, at any time in the period ending
on the 91st day after the date of deposit;


                                       62
<PAGE>

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture or any other Transaction Document) to
which the Company is a party or by which the Company is bound;

     (f) the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that (subject to customary qualifications and assumptions) after
the 91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally;

     (g) the Company shall have delivered to the Trustee an Officer's
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Bonds over any other creditors of the Company or
with the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

     (h) the Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that, subject to customary
assumptions and exclusions, all conditions precedent provided for or relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 8.5       DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
                  OTHER MISCELLANEOUS PROVISIONS

                  Subject to Section 8.6 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.5, the "TRUSTEE") pursuant to Section 8.4 hereof in respect of the outstanding
Bonds shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Bonds and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent), to the
Holders of such Bonds of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

                  The Company agrees to pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.4 hereof or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Bonds.


                                       63
<PAGE>

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.4 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.4(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

SECTION 8.6       REPAYMENT TO COMPANY

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company in trust for the payment of the principal of, premium,
if any, or interest on any Bond and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Bond shall thereafter, as a
secured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in The New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

SECTION 8.7       REINSTATEMENT

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Bonds shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is
permitted by such court or governmental authority to apply all such money in
accordance with Section 8.2 or 8.3 hereof, as the case may be; PROVIDED,
HOWEVER, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Bond following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Bonds to
receive such payment from the money held by the Trustee or Paying Agent.


                                       64
<PAGE>

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1       WITHOUT CONSENT OF HOLDERS OF BONDS

                  Notwithstanding Section 9.2 of this Indenture, the Company and
the Trustee may amend or supplement this Indenture, the Bonds or any Financing
Document without the consent of any Holder of a Bond:

     (a) to cure any ambiguity, omission, defect or inconsistency;

     (b) to provide for uncertificated Bonds in addition to or in place of
certificated Bonds or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not adversely affect any Holder;

     (c) to make any change that would provide any additional rights or benefits
to the Holders of the Bonds or that does not adversely affect the legal rights
hereunder of any Holder of the Bonds; or

     (d) to comply with requirements of the Commission in order to effect or
maintain the qualification of this Indenture or any Security Document under the
TIA.

                  Upon the request of the Company accompanied by a Board
Resolution authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.2 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.2       WITH CONSENT OF HOLDERS OF BONDS

                  Except as provided below in this Section 9.2, the Company and
the Trustee may amend or supplement this Indenture and the Bonds may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the Bonds then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Bonds), and, subject to Sections
6.4 and 6.7 hereof, any existing Default or Event of Default (other than a
Default or an Event of Default in the payment of the principal of, premium, if
any, or interest on the Bonds, except a payment default resulting from an
acceleration that has been rescinded) or


                                       65
<PAGE>

compliance with any provision of this Indenture or the Bonds may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Bonds voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Bonds). Section 2.8 hereof shall determine which Bonds are considered to be
"outstanding" for purposes of this Section 9.2.

                  Upon the request of the Company accompanied by a Board
Resolution authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Bonds as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.2 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

                  It shall not be necessary for the consent of the Holders of
Bonds under this Section 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
becomes effective, the Company shall mail to the Holders of Bonds affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.4 and 6.7 hereof, the
Holders of a majority in aggregate principal amount of the Bonds then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Bonds.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.2 may not (with respect to any Bonds held by a
non-consenting Holder):

     (a) reduce the principal amount of Bonds whose Holders must consent to an
amendment, supplement or waiver;

     (b) reduce the principal of or change the fixed maturity of any Bond or
alter or waive any of the provisions with respect to the redemption of the
Bonds;

     (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Bond;


                                       66
<PAGE>

     (d) waive a Default or an Event of Default in the payment of principal of,
premium, if any, or interest on the Bonds (except a rescission of acceleration
of the Bonds by the Holders of at least 66-2/3% in aggregate principal amount of
the then outstanding Bonds and a waiver of the payment Default that resulted
from such acceleration);

     (e) make any Bond payable in money other than that stated in the Bonds;

     (f) make any change in the provisions of this Indenture relating to waivers
of past Defaults or the rights of Holders of Bonds to receive payments of
principal of, premium, if any, or interest on the Bonds;

     (g) waive a redemption payment with respect to any Bond; or

     (h) make any change in the foregoing amendment and waiver provisions.

SECTION 9.3       COMPLIANCE WITH TRUST INDENTURE ACT

                  Every amendment or supplement to this Indenture or the Bonds
shall be set forth in an amended or supplemental Indenture that complies with
the TIA as then in effect.

SECTION 9.4       REVOCATION AND EFFECT OF CONSENTS

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Bond is a continuing consent by the Holder of a
Bond and every subsequent Holder of a Bond or portion of a Bond that evidences
the same debt as the consenting Holder's Bond, even if notation of the consent
is not made on any Bond. However, any such Holder of a Bond or subsequent Holder
of a Bond may revoke the consent as to its Bond if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.5       NOTATION ON OR EXCHANGE OF BONDS

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Bond thereafter authenticated. The
Company in exchange for a Bond may issue and the Trustee shall, upon receipt
of an Authentication Order, authenticate new Bonds that reflect the
amendment, supplement or waiver.

                                       67
<PAGE>

                  Failure to make the appropriate notation or issue a new Bond
shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION 9.6       TRUSTEE TO SIGN AMENDMENTS, ETC

                  The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article Nine if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.1 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 10.4 hereof, an Officer's Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

SECTION 9.7       ACTIONS WITH RESPECT TO PLEDGED NOTES

                  The Company shall take action and give consents, waivers
and otherwise vote with respect to the Pledged Notes and the Lease Indentures
in accordance with the direction of the Holders. The principal amount of
Pledged Notes that the Company shall vote on pursuant to which the Company
shall direct any action shall be in proportion to the principal amount of
Bonds, voting as a single class, so voting or directing the Company and
taking the corresponding position.

                                   ARTICLE 10.
                                  MISCELLANEOUS

SECTION 10.1      TRUST INDENTURE ACT CONTROLS

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA Section 318(c), the imposed duties
shall control.

SECTION 10.2      NOTICES

                  Any notice or communication by the Company or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address


                                       68
<PAGE>

                  If to the Company:

                  Homer City Funding LLC
                  c/o Wilmington Trust Company
                  1100 North Market Street
                  Wilmington, DE 19890
                  Attention Corporate Trust Administration
                  Facsimile: 302-651-8915

                  With a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York  10036-6522
                  Attention:  Harold F. Moore, Esq.
                  Facsimile:  212-735-2000

                  If to the Trustee:

                  The Bank of New York
                  114 West 47th Street
                  25th Floor
                  New York, New York  10036
                  Attention:  Corporate Trust Division
                  Facsimile:  212-852-1625

                  The Company or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on
the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in TIA Section 313(c), to the extent
required by the TIA. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other
Holders.

                                       69
<PAGE>

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it, except for notices or communications to the Trustee, which shall be
effective only upon actual receipt thereof.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

SECTION 10.3      COMMUNICATION BY HOLDERS OF BONDS WITH OTHER HOLDERS OF BONDS

                  The Trustee will comply with TIA Section 312(b) and the
Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Bonds. The Company,
the Trustee, the Registrar and anyone else, as applicable, shall have the
protection of TIA Section 312(c).

SECTION 10.4      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee, if so requested by the Trustee:

     (a) an Officer's Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 10.5
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 10.5
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

SECTION 10.5      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

                  Each certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the
provisions of TIA Section 314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read
such covenant or condition;


                                       70
<PAGE>

     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

SECTION 10.6      RULES BY TRUSTEE AND AGENTS

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

SECTION 10.7      NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                  SHAREHOLDERS

                  No director, officer, employee, incorporator, shareholder,
member, manager, agent or Affiliate of the Company, as such, shall have any
liability for any obligations of the Company under the Bonds, this Indenture
or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of Bonds by accepting a Bond waives and
releases all such liability and agrees that all recourse against the Company
shall be limited solely to the Collateral. The waiver and release are part of
the consideration for issuance of the Bonds. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the Commission that such a waiver is against public policy.

SECTION 10.8      GOVERNING LAW

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE AND THE BONDS.

SECTION 10.9      NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.


                                       71
<PAGE>

SECTION 10.10     SUCCESSORS

                  All agreements of the Company in this Indenture and the Bonds
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

SECTION 10.11     SEVERABILITY

                  In case any provision in this Indenture or in the Bonds shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

SECTION 10.12     COUNTERPART ORIGINALS

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

SECTION 10.13     TABLE OF CONTENTS, HEADINGS, ETC

                  The Table of Contents, Cross-Reference Table and Headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part of this Indenture and shall
in no way modify or restrict any of the terms or provisions hereof.

SECTION 10.14     EFFECTIVENESS OF THIS INDENTURE

                  Notwithstanding the execution and delivery of this
Indenture by the Company and the Trustee, this Indenture shall become
effective only upon the consummation of the Sale-Leaseback Transaction (the
"Effective Date"). The Initial Indenture will remain in effect until the
Sale-Leaseback Transaction is consummated. Upon the effectiveness of this
Indenture, the Initial Indenture shall be terminated and all obligations of
Holdings or the Trustee thereunder shall be discharged and the Initial
Indenture shall be replaced by this Indenture, and every Holder of Bonds
heretofore or hereafter authenticated and delivered under the Initial
Indenture or this Indenture shall be bound hereby. Notwithstanding the
foregoing provisions of this Section 10.14, if the Sale-Leaseback Transaction
is not consummated and the Consent Payment is not made within five Business
Days after the Expiration Date, this Indenture will become null and void.

                         [Signatures on following page]


                                       72
<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                         Indenture Section
<S>                                                                                 <C>
310(a)(1)........................................................................................7.10
    (a)(2).......................................................................................7.10
    (a)(3).......................................................................................N.A.
    (a)(4).......................................................................................N.A.
    (a)(5).......................................................................................7.10
    (b).....................................................................................7.3, 7.10
    (c)..........................................................................................N.A.
311(a)...........................................................................................7.11
    (b)..........................................................................................7.11
    (c)..........................................................................................N.A.
312(a)............................................................................................2.5
    (b)..........................................................................................10.3
    (c)..........................................................................................10.3
313(a)............................................................................................7.6
    (b)(1)...................................................................................7.6, 7.7
    (b)(2)...................................................................................7.6, 7.7
    (c).....................................................................................7.6, 10.2
    (d)...........................................................................................7.6
314(a)......................................................................................4.3; 10.2
    (b)..........................................................................................N.A.
    (c)(1).......................................................................................10.4
    (c)(2).......................................................................................10.4
    (c)(3).......................................................................................N.A.
    (e)..........................................................................................10.5
    (f)..........................................................................................N.A.
315(a)............................................................................................7.1
    (b)...........................................................................................7.5
                                                                                                 10.2
    (c)...........................................................................................7.1
    (d)...........................................................................................7.1
    (e)..........................................................................................6.11
316(a)(last sentence).............................................................................2.9
    (a)(1)(A).....................................................................................6.5
    (a)(1)(B).....................................................................................6.4
    (a)(2)........................................................................................NA.
    (b)...........................................................................................6.7
    (c)..........................................................................................2.12
317(a)(1).........................................................................................6.8
    (a)(2)........................................................................................6.9
    (b)...........................................................................................2.4
318(a)...........................................................................................10.1
    (b)..........................................................................................N.A.
    (c)..........................................................................................10.1
</TABLE>

N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.


<PAGE>

                                   EXHIBIT A-1

                                 (FACE OF BOND)

[INSERT THE GLOBAL BOND LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]
[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS
OF THE INDENTURE]

                                                            CUSIP/CINS _________
             [8.137] [8.734]% SENIOR SECURED BOND DUE [2019] [2026]

No.__                                                                   $_______

                             HOMER CITY FUNDING LLC


promises to pay to
                  --------------------------------------------------------------

or registered assigns,

the principal sum of
                    ------------------------------------------------------------

Dollars in a series of installments as specified below with a final payment date
of
  -------------------------------

Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

                                    Homer City Funding LLC


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


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

This is one of the Global
Bonds referred to in the
within-mentioned Indenture:

THE BANK OF NEW YORK,
as successor Trustee

By: _____________________      Dated: December __, 2001
Name:
Title:


                                     A-1-1
<PAGE>

                                 (BACK OF BOND)

             [8.137] [8.734]% Senior Secured Bond due [2019] [2026]

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1. INTEREST. Homer City Funding LLC (the "COMPANY"), a
Delaware limited liability company, promises to pay interest on the principal
amount of this Bond at [8.137] [8.734]% per annum from December __, 2001 until
maturity, as adjusted pursuant to Section 4 of the Registration Rights Agreement
referred to below. The Company shall pay interest semi-annually on April 1 and
October 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each a "PAYMENT DATE"). Interest on the Bonds will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; PROVIDED that if there is no
existing Default in the payment of interest, and if this Bond is authenticated
between a record date referred to on the face hereof and the next succeeding
Payment Date, interest shall accrue from such next succeeding Payment Date;
PROVIDED, FURTHER, that the first Payment Date shall be April 1, 2002. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

                  2. PRINCIPAL. The principal of this Bond shall be due and
payable in consecutive semi-annual installments on each Payment Date, commencing
on April 1, 2004, and ending on the Payment Date for the final installment of
principal set forth above, and each such installment of principal shall be in
the amount, if any, set forth in Schedule 1 attached hereto in the column headed
"Scheduled Principal Amount Payable" with respect to the date of such
installment, PROVIDED that the final installment of principal shall be equal to
the then unpaid principal balance of the Bond.

                  3. METHOD OF PAYMENT. The Company will pay interest or
principal due on the Bonds (except defaulted interest) to the Persons who are
registered Holders of Bonds at the close of business on the March 15 or
September 15 next preceding the Payment Date, even if such Bonds are canceled
after such record date and on or before such Payment Date, except as provided in
Section 2. 12 of the Indenture (as herein defined) with respect to defaulted
interest. The Bonds will be payable as to principal, premium, if any, and
interest at the office or agency of the Company maintained for such purpose
within the City and State of New York, or, at the option of the Company, payment
of interest may be made by check mailed to the Holders at their addresses set
forth in the register of Holders, and provided that all payments of principal,
premium, if any, and interest with respect to Bonds the Holders of which have
given wire transfer instructions to the Company at least ten business days prior
to the applicable payment date will be required to be made by wire transfer of
immediately available funds to the accounts specified by the Holders thereof.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.


                                     A-1-2
<PAGE>

                  4. PAYING AGENT AND REGISTRAR. Initially, The Bank of New
York, the successor Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company may act in any such capacity.

                  5. INDENTURE. The Company issued the Bonds under an
Indenture dated as of May 27, 1999, as amended or supplemented from time to
time ("INDENTURE"), between the Company and the Trustee. The terms of the
Bonds include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb). The Bonds are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Bond conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Series [A][B] Bonds are obligations of the
Company limited to [$___] million in aggregate principal amount.

                  6. OPTIONAL REDEMPTION. The Bonds shall be subject to optional
redemption at any time at a Redemption Price equal to the outstanding principal
amount of the Bonds to be redeemed plus all accrued and unpaid interest thereon
to the Redemption Date, plus the Make-Whole Premium, if any.

                  7. MANDATORY REDEMPTION. The Bonds will be subject to
mandatory redemption upon the occurrence of a Recovery Event with respect to the
Facilities, other than with respect to amounts received by the Owner Lessor in
connection with a Recovery Event for which the Facility Lessee elects to restore
or replace the asset or assets in respect of which such Recovery Event occurred
and a Reinvestment Notice is provided to the Collateral Agent and the Trustee
within 45 days of such Recovery Event (provided that, with respect to any
Recovery Event of $50 million or more, the Independent Engineer shall have
certified as to the reasonableness of the Facility Lessee's repair and
replacement plans as set forth in the Facility Lessee's Reinvestment Notice
relating to such Recovery Event). Any mandatory redemption of the Bonds will be
without premium or penalty at a Redemption Price equal to the unpaid principal
amount thereof plus accrued and unpaid interest thereon to the Redemption Date.

                  8. NOTICE OF REDEMPTION. Notice of redemption will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Bonds are to be redeemed at its registered address. Bonds in
denominations larger than $100,000 may be redeemed in part but only in whole
multiples of $l,000 in excess thereof, unless all of the Bonds held by a Holder
are to be redeemed. On and after the redemption date, interest ceases to accrue
on Bonds or portions thereof called for redemption.

                  9. DENOMINATIONS, TRANSFER, EXCHANGE. The Bonds are in
registered form without coupons in denominations of $100,000 and integral
multiples of $1,000 in excess thereof. The transfer of Bonds may be registered
and Bonds may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company
need not exchange or register the transfer of any Bond or portion of a Bond
selected for redemption, except for the unredeemed portion of any Bond being
redeemed in part. Also, the Company need not exchange or register the transfer
of any Bonds for a period of 15 days before


                                     A-1-3

<PAGE>

a selection of bonds to be redeemed or during the period between a record date
and the next succeeding Payment Date.

                  10.  PERSONS DEEMED OWNERS. The registered Holder of a Bond
may be treated as its owner for all purposes.

                  11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Bonds may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Bonds voting as a single class, and any existing default or
compliance with any provision of the Indenture or the Bonds may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Bonds voting as a single class. Without the consent of any Holder of
a Bond, the Indenture, the Bonds or any Financing Document may be amended or
supplemented to cure any ambiguity, omission, defect or inconsistency, to
provide for uncertificated Bonds in addition to or in place of certificated
Bonds or to alter the provisions of Article 2 of the Indenture (including the
related definitions) in a manner that does not affect any Holder, to provide for
the assumption of the Company's obligations to Holders of the Bonds in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Bonds or that does not adversely affect
the legal rights under the Indenture of any such Holder or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture or any Security Document under the Trust Indenture Act.

                  12. DEFAULTS AND REMEDIES. An "Event of Default" occurs if
there is the occurrence of any of the following: (i) default for 5 business days
in the payment when due of any principal of, premium, if any, or interest on the
Bonds; (ii) failure by the Company to comply with the provisions described under
Sections 4.6, 4.7, 4.9 4.10, 4.11 or 5.1 of the Indenture, and such failure
shall continue uncured for 30 or more days from the date an authorized officer
of the Company receives actual notice thereof; (iii) the failure by the Company
to comply with any of its agreements in this Indenture and such failure shall
continue uncured for 60 or more days from the date an authorized officer of the
Company receives actual notice thereof (or to the extent the Default is curable
but cannot be cured within such 60 day period, so long as the Company provides
an Officer's Certificate to the Trustee stating that it is diligently pursuing a
cure, such longer period of time which may be necessary in good faith to cure
the same, but in no event to exceed 90 days), (iv) certain events of bankruptcy
or insolvency with respect to the Company; and (v) any Lease Indenture Event of
Default. If any Event of Default (other than an Event of Default specified in
clause (c) or (d) of Section 6.1 of the Indenture with respect to the Company)
occurs and is continuing, the Trustee may, and upon the written direction of the
Holders of at least 33-1/3% (in the case of any Event of Default specified in
clause (i) above) or 50% (in the case of any other Event of Default) in
principal amount of the then outstanding Bonds shall, declare, by written notice
to the Company all the Bonds to be due and payable. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to the Company, all outstanding Bonds
shall be due and payable without further action or notice. Holders may not
enforce the Indenture or the Bonds except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Bonds may in writing direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Bonds notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Bonds then outstanding by


                                     A-1-4

<PAGE>

written notice to the Trustee may on behalf of the Holders of all of the Bonds
waive any existing Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, the Bonds.

                  13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  14. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or shareholder, member, manager, agent or Affiliate of
the Company, as such, shall have any liability for any obligations of the
Company under the Bonds, the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Bond waives and releases all such liability and agrees that all
recourse against the Company shall be limited solely to the Collateral. The
waiver and release are part of the consideration for the issuance of the
Bonds. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Commission that such a
waiver is against public policy.

                  15. AUTHENTICATION. This Bond shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  16. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL BONDS
AND RESTRICTED DEFINITIVE BONDS. In addition to the rights provided to Holders
of bonds under the indenture, Holders of Restricted Global Bonds and Restricted
Definitive Bonds shall have all the rights set forth in the Exchange and
Registration Rights Agreement dated as of May 27, 1999, among the Company, the
Subsidiary Guarantors and Lehman Brothers Inc. (the "REGISTRATION RIGHTS
AGREEMENT").

                  18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Bonds and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Bonds or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                  19. GUARANTEES AND SECURITY. This Bond will be entitled to the
benefits of certain security interests created for the benefit of the Holders
and holders of other senior indebtedness of the Company. Reference is hereby
made to the Security Documents for a statement of the security interests granted
therein.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:


                                     A-1-5

<PAGE>

                           Homer City Funding LLC
                           18101 Von Karman Avenue
                           Suite 1700
                           Irvine, CA 92612-1046
                           Attention:  Treasurer
                           Facsimile:  949-752-5624

                  20. COUNTERPARTS. This Bond may be executed by one or more of
the parties to this Bond on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

                  21. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS BOND.


                                     A-1-6
<PAGE>

                   SCHEDULE OF SCHEDULED PAYMENTS OF PRINCIPAL

                 [Attach the following table for Series A Bonds]

---------------------------   ---------------------------------
  PRINCIPAL PAYMENT DATES       PERCENTAGE OF PRINCIPAL AMOUNT
                              PAYABLE ON EACH PRINCIPAL PAYMENT
                                             DATE
---------------------------   ---------------------------------
April 1 and October 1, 2004                 1.000%
---------------------------   ---------------------------------
April 1 and October 1, 2005                 2.000%
---------------------------   ---------------------------------
April 1 and October 1, 2006                 2.000%
---------------------------   ---------------------------------
April 1 and October 1, 2007                 2.500%
---------------------------   ---------------------------------
April 1 and October 1, 2008                 3.000%
---------------------------   ---------------------------------
April 1 and October 1, 2009                 3.000%
---------------------------   ---------------------------------
April 1 and October 1, 2010                 3.000%
---------------------------   ---------------------------------
April 1 and October 1, 2011                 3.000%
---------------------------   ---------------------------------
April 1 and October 1, 2012                 3.000%
---------------------------   ---------------------------------
April 1 and October 1, 2013                 3.000%
---------------------------   ---------------------------------
April 1 and October 1, 2014                 3.000%
---------------------------   ---------------------------------
April 1 and October 1, 2015                 4.000%
---------------------------   ---------------------------------
April 1 and October 1, 2016                 4.000%
---------------------------   ---------------------------------
April 1 and October 1, 2017                 5.000%
---------------------------   ---------------------------------
April 1 and October 1, 2018                 5.000%
---------------------------   ---------------------------------
April 1 and October 1, 2019                 3.500%
---------------------------   ---------------------------------


<PAGE>

                 [Attach the following table for Series B Bonds]

---------------------------    ---------------------------------
  PRINCIPAL PAYMENT DATES        PERCENTAGE OF PRINCIPAL AMOUNT
                               PAYABLE ON EACH PRINCIPAL PAYMENT
                                              DATE
---------------------------    ---------------------------------
April 1 and October 1, 2004                  0.055%
---------------------------    ---------------------------------
April 1 and October 1, 2005                  0.480%
---------------------------    ---------------------------------
April 1 and October 1, 2006                  0.590%
---------------------------    ---------------------------------
April 1 and October 1, 2007                  0.375%
---------------------------    ---------------------------------
April 1 and October 1, 2008                  0.375%
---------------------------    ---------------------------------
April 1 and October 1, 2009                  0.415%
---------------------------    ---------------------------------
April 1 and October 1, 2010                  1.000%
---------------------------    ---------------------------------
April 1 and October 1, 2011                  1.750%
---------------------------    ---------------------------------
April 1 and October 1, 2012                  2.000%
---------------------------    ---------------------------------
April 1 and October 1, 2013                  1.250%
---------------------------    ---------------------------------
April 1 and October 1, 2014                  1.500%
---------------------------    ---------------------------------
April 1 and October 1, 2015                  2.000%
---------------------------    ---------------------------------
April 1 and October 1, 2016                  2.000%
---------------------------    ---------------------------------
April 1 and October 1, 2017                  2.000%
---------------------------    ---------------------------------
April 1 and October 1, 2018                  2.000%
---------------------------    ---------------------------------
April 1 and October 1, 2019                  2.500%
---------------------------    ---------------------------------
April 1 and October 1, 2020                  3.500%
---------------------------    ---------------------------------
April 1 and October 1, 2021                  3.500%
---------------------------    ---------------------------------
April 1 and October 1, 2022                  3.500%
---------------------------    ---------------------------------
April 1 and October 1, 2023                  4.000%
---------------------------    ---------------------------------
April 1 and October 1, 2024                  4.000%
---------------------------    ---------------------------------
April 1 and October 1, 2025                  5.000%
---------------------------    ---------------------------------
April 1 and October 1, 2026                  6.210%
---------------------------    ---------------------------------

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

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


                                     A-1-8
<PAGE>

                                 ASSIGNMENT FORM


To assign this Bond, fill in the form below: (I) or (we) assign and transfer
this Bond to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


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

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

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

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Bond on the books of the Company. The agent may substitute
another to act for him.

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

Date: ________

                                       Your signature:
                                       (Sign exactly as your name appears on the
                                       face of this Bond)

                                       Tax Identification No.:.
                                                               -----------------


                                       SIGNATURE GUARANTEE:


                                       --------------------------------------
                                       Signatures must be guaranteed by an
                                       "eligible guarantor institution" meeting
                                       the requirements of the Registrar, which
                                       requirements include membership or
                                       participation in the Security Transfer
                                       Agent Medallion Program ("STAMP") or such
                                       other "signature guarantee program" as
                                       may be determined by the Registrar in
                                       addition to, or in substitution for,
                                       STAMP, all in accordance with the
                                       Securities Exchange Act of 1934, as
                                       amended.


                                     A-1-9
<PAGE>



SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL BOND(1)


                  The following exchanges of apart of this Global Bond for an
  interest in another Global Bond or for a Definitive Bond, or exchanges of a
  part of another Global Bond or Definitive Bond for an interest in this Global
  Bond, have been made:

<TABLE>
<CAPTION>
                                                                            Principal Amount
                                Amount of          Amount of increase      of this Global Bond      Signature of
                               decrease in            in Principal           following such      authorized officer
                             Principal Amount        Amount of this           decrease (or          of Trustee or
Date of Exchange            Of this Global Bond        Global Bond             increase)              Custodian
<S>                         <C>                    <C>                     <C>                   <C>



</TABLE>

------------------
1 This should be included only if the Bond is issued in global form.




                                     A-1-10
<PAGE>

                                   EXHIBIT A-2

                  (FACE OF REGULATION S TEMPORARY GLOBAL BOND)

                  THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
BOND, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
BONDS, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER
NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL BOND SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR BONDS
IN DEFINITIVE FORM, THIS BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL
ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.


                                     A-2-1
<PAGE>

                                                                      CUSIP/CINS

             [8.137] [8.734]% SENIOR SECURED BOND DUE [2019] [2026]

No.                                                                   $
   ---------------                                                     ---------

                             HOMER CITY FUNDING LLC



promises to pay to
                  --------------------------------------------------------------

or registered assigns,

         the principal sum of
                              --------------------------------------------------

Dollars in a series of installments as specified below with a final payment date
of
   ------------------

Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

                       Homer City Funding LLC


                       BY:
                          --------------------------------
                               Name:
                               Title:

                       BY:
                          --------------------------------
                               Name:
                               Title:


This is one of the Global
Bonds referred to in the
within-mentioned Indenture:

THE BANK OF NEW YORK,
as successor Trustee

By:                                                  Dated: December __, 2001
   -----------------------------------------
Name:
Title:




                                     A-2-2
<PAGE>

                  (BACK OF REGULATION S TEMPORARY GLOBAL BOND)

             [8.137] [8.734%] Senior Secured Bond due [2019] [2026]

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1. INTEREST. Homer City Funding LLC (the "Company"), a
Delaware limited liability company, promises to pay interest on the principal
amount of this Bond at [8.137] [8.734]% per annum from December ___, 2001 until
maturity, as adjusted pursuant to Section 4 of the Registration Rights Agreement
referred to below. The Company shall pay interest semi-annually on April 1 and
October 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each a "Payment Date"). Interest on the Bonds will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Bond is authenticated
between a record date referred to on the face hereof and the next succeeding
Payment Date, interest shall accrue from such next succeeding Payment Date;
provided, further, that the first Payment Date shall be April 1, 2002. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

                  Until this Regulation S Temporary Global Bond is exchanged for
one or more Regulation S Permanent Global Bonds, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Bond shall in all other respects be entitled
to the same benefits as other Bonds under the Indenture.

                  2. PRINCIPAL. The principal of this Bond shall be due and
payable in consecutive semi-annual installments on each Payment Date, commencing
on April 1 , 2004, and ending on the Payment Date for the final installment of
principal set forth above, and each such installment of principal shall be in
the amount, if any, set forth in Schedule 1 attached hereto in the column headed
"Scheduled Principal Amount Payable" with respect to the date of such
installment, provided that the final installment of principal shall be equal to
the then unpaid principal balance of the Bond.

                  3. METHOD OF PAYMENT. The Company will pay interest or
principal due on the Bonds (except defaulted interest) to the Persons who are
registered Holders of Bonds at the close of business on the March 15 or
September 15 next preceding the Payment Date, even if such Bonds are canceled
after such record date and on or before such Payment Date, except as provided in
Section 2.12 of the Indenture (as herein defined) with respect to defaulted
interest. The Bonds will be payable as to principal, premium, if any, and
interest at the office or agency of the Company maintained for such purpose
within the City and State of New York, or, at the option of the Company, payment
of interest may be made by check mailed to the Holders at their addresses set
forth in the register of Holders, and provided that all payments of principal,
premium, if any, and interest with respect to Bonds the Holders of which have
given wire transfer instructions to the Company at least ten business days prior
to the applicable payment


                                     A-2-3
<PAGE>

date will be required to be made by wire transfer of immediately available funds
to the accounts specified by the Holders thereof. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

                  4. PAYING AGENT AND REGISTRAR. Initially, The Bank of New
York, as successor Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company may act in any such capacity.

                  5. INDENTURE. The Company issued the Bonds under an
Indenture dated as of May 27, 1999, as amended or supplemented from time to
time ("Indenture"), between the Company and the Trustee. The terms of the
Bonds include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb). The Bonds are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Bond conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Series [A][B] Bonds are obligations of the
Company limited to [$____] million in aggregate principal amount.

                  6. OPTIONAL REDEMPTION. The Bonds shall be subject to optional
redemption at any time at a Redemption Price equal to the outstanding principal
amount of the Bonds to be redeemed plus all accrued and unpaid interest thereon
to the Redemption Date, plus the Make-Whole Premium, if any.

                  7. MANDATORY REDEMPTION. The Bonds will be subject to
mandatory redemption, upon the occurrence of a Recovery Event with respect to
the Facilities, other than with respect to amounts received by the Owner Lessor
in connection with a Recovery Event for which the Facility Lessee elects to
restore or replace the asset or assets in respect of which such Recovery Event
occurred and a Reinvestment Notice is provided to the Collateral Agent and the
Trustee within 45 days of such Recovery Event (provided that, with respect to
any Recovery Event of $50 million or more, the Independent Engineer shall have
certified as to the reasonableness of the Facility Lessee's repair and
replacement plans as set forth in the Facility Lessee's Reinvestment Notice
relating to such Recovery Event). Any mandatory redemption of the Bonds will be
without premium or penalty at a Redemption Price equal to the unpaid principal
amount thereof plus accrued and unpaid interest thereon to the Redemption Date.

                  8. NOTICE OF REDEMPTION. Notice of Redemption will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Bonds are to be redeemed at its registered address. Bonds in
denominations larger than $100,000 may be redeemed in part but only in whole
multiples of $l,000 in excess thereof, unless all of the Bonds held by a Holder
are to be redeemed. On and after the redemption date, interest ceases to accrue
on Bonds or portions thereof called for redemption.

                  9. DENOMINATIONS, TRANSFER, EXCHANGE. The Bonds are in
registered form without coupons in denominations of $100,000 and integral
multiples of $1,000 in excess thereof. The transfer of Bonds may be registered
and Bonds may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The


                                     A-2-4
<PAGE>

Company need not exchange or register the transfer of any Bond or portion of a
Bond selected for redemption, except for the unredeemed portion of any Bond
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Bonds for a period of 15 days before a selection of bonds to be
redeemed or during the period between a record date and the next succeeding
Payment Date.

                  This Regulation S Temporary Global Bond is exchangeable in
whole or in part for one or more Global Bonds only (i) on or after the
termination of the 40-day restricted period (as defined in Regulation S) and
(ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture. Upon exchange of this
Regulation S Temporary Global Bond for one or more Global Bonds, the Trustee
shall cancel this Regulation S Temporary Global Bond.

                  10. PERSONS DEEMED OWNERS. The registered Holder of a Bond may
be treated as its owner for all purposes.

                  11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Bonds may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Bonds voting as a single class, and any existing default or
compliance with any provision of the indenture or the Bonds may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Bonds voting as a single class. Without the consent of any Holder of
a Bond, the Indenture, the Bonds or any Financing Document may be amended or
supplemented to cure any ambiguity, omission, defect or inconsistency, to
provide for uncertificated Bonds in addition to or in place of certificated
Bonds or to alter the provisions of Article 2 of the Indenture (including the
related definitions) in a manner that does not affect any Holder, to provide for
the assumption of the Company's obligations to Holders of the Bonds in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Bonds or that does not adversely affect
the legal rights under the Indenture of any such Holder or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture or any Security Document under the Trust indenture Act.

                  12. DEFAULTS AND REMEDIES. An "Event of Default" occurs if
there is the occurrence of any of the following: (i) default for 5 business days
in the payment when due of any principal of, premium, if any, or interest on the
Bonds, (ii) failure by the Company to comply with the provisions described under
Sections 4.6, 4.7, 4.9, 4.10, 4.11 or 5.1 of the Indenture, and such failure
shall continue uncured for 30 or more days from the date an authorized officer
of the Company receives actual notice thereof, (iii) the failure by the Company
to comply with any of its agreements in this Indenture and such failure shall
continue uncured for 60 or more days from the date an authorized officer of the
Company receives actual notice thereof (or to the extent the Default is curable
but cannot be cured within such 60 day period, so long as the Company provides
an Officer's Certificate to the Trustee stating that it is diligently pursuing a
cure, such longer period of time which may be necessary in good faith to cure
the same, but in no event to exceed 90 days); (iv) certain events of bankruptcy
or insolvency with respect to the Company; and (v) any Lease Indenture Event of
Default. If any Event of Default (other than an Event of Default specified in
clause (c) or (d) of Section 6.1 of the Indenture with respect to the Company
occurs and is continuing, the Trustee may, and upon the written direction of the
Holders of at least 33-1/3% (in the case of any Event of Default specified in
clause (i) above) or 50% (in the case of any other Event of Default) in
principal amount of the then


                                     A-2-5
<PAGE>

outstanding Bonds shall, declare all the Bonds to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, with respect to the Company all
outstanding Bonds shall be due and payable without further action or notice.
Holders may not enforce the Indenture or the Bonds except as provided in the
indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Bonds may in writing direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Bonds notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Bonds then outstanding by written
notice to the Trustee may on behalf of the Holders of all of the Bonds waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of the principal
of, premium, if any, or interest on, the Bonds.

                  13. TRUSTEE DEALINGS WITH COMPANY The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  14. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or shareholder, member, manager, agent or Affiliate of
the Company, as such, shall have any liability for any obligations of the
Company under the Bonds, the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Bond waives and releases all such liability and agrees that all
recourse against the Company shall be limited solely to the Collateral. The
waiver and release are part of the consideration for the issuance of the
Bonds. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Commission that such a
waiver is against public policy.

                  15. AUTHENTICATION. This Bond shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  16. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (joint tenants with right of survivorship
and not as tenants in common), CUST (= custodian), and U/GIM/A (Uniform Gifts to
Minors Act).

                  17. ADDITIONAL  RIGHTS OF HOLDERS OF RESTRICTED  GLOBAL BONDS
AND RESTRICTED DEFINITIVE BONDS. In addition to the rights provided to Holders
of bonds under the Indenture, Holders of Restricted Global Bonds and Restricted
Definitive Bonds shall have all the rights set forth in the Exchange and
Registration Rights Agreement dated as of May 27, 1999, among the Company, the
Subsidiary Guarantors and Lehman Brothers Inc. (the "Registration Rights
Agreement").

                  18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Bonds and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Bonds or as
contained in any notice of Redemption and reliance may be placed only on the
other identification numbers placed thereon.


                                     A-2-6
<PAGE>

                  19. GUARANTEES AND SECURITY. This Bond will be entitled to the
benefits of certain security interests created for the benefit of the Holders
and holders of other senior indebtedness of the Company. Reference is hereby
made to the Security Documents for a statement of the security interests granted
therein.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:

                  Homer City Funding LLC
                  18101 Von Karman Avenue
                  Suited 1700
                  Irvine, CA 92612-1046
                  Attention:  Treasurer
                  Facsimile:  949-752-5624

                  20. COUNTERPARTS. This Bond may be executed by one or more of
the parties to this Bond on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

                  21. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS BOND.


                                     A-2-7
<PAGE>



                   SCHEDULE OF SCHEDULED PAYMENTS OF PRINCIPAL

                 [Attach the following table for Series A Bonds]


<TABLE>
<CAPTION>
------------------------------------------------------ ---------------------------------------------------------------
               PRINCIPAL PAYMENT DATES                                 PERCENTAGE OF PRINCIPAL AMOUNT
                                                                     PAYABLE ON EACH PRINCIPAL PAYMENT
                                                                                    DATE
------------------------------------------------------ ---------------------------------------------------------------
<S>                                                    <C>
             April 1 and October 1, 2004                                           1.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2005                                           2.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2006                                           2.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2007                                           2.500%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2008                                           3.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2009                                           3.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2010                                           3.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2011                                           3.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2012                                           3.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2013                                           3.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2014                                           3.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2015                                           4.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2016                                           4.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2017                                           5.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2018                                           5.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2019                                           3.500%
------------------------------------------------------ ---------------------------------------------------------------
</TABLE>


                                     A-2-8
<PAGE>

                 [Attach the following table for Series B Bonds]


<TABLE>
<CAPTION>
------------------------------------------------------ ---------------------------------------------------------------
               PRINCIPAL PAYMENT DATES                                 PERCENTAGE OF PRINCIPAL AMOUNT
                                                                     PAYABLE ON EACH PRINCIPAL PAYMENT
                                                                                    DATE
------------------------------------------------------ ---------------------------------------------------------------
<S>                                                    <C>
             April 1 and October 1, 2004                                           0.055%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2005                                           0.480%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2006                                           0.590%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2007                                           0.375%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2008                                           0.375%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2009                                           0.415%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2010                                           1.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2011                                           1.750%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2012                                           2.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2013                                           1.250%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2014                                           1.500%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2015                                           2.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2016                                           2.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2017                                           2.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2018                                           2.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2019                                           2.500%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2020                                           3.500%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2021                                           3.500%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2022                                           3.500%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2023                                           4.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2024                                           4.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2025                                           5.000%
------------------------------------------------------ ---------------------------------------------------------------
             April 1 and October 1, 2026                                           6.210%
------------------------------------------------------ ---------------------------------------------------------------
</TABLE>


                                     A-2-9
<PAGE>

                                 ASSIGNMENT FORM


To assign this Bond, fill in the form below: (I) or (we) assign and transfer
this Bond to


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


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

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

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

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Bond on the books of the Company. The agent may substitute
another to act for him.


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

Date:
      -------------

                                       Your signature:
                                                      --------------------------
                                       (Sign exactly as your name appears on the
                                       face of this Bond)

                                       Tax Identification No.:
                                                              ------------------


                                       SIGNATURE GUARANTEE:

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

                                       Signatures must be guaranteed by an
                                       "eligible guarantor institution" meeting
                                       the requirements of the Registrar, which
                                       requirements include membership or
                                       participation in the Security Transfer
                                       Agent Medallion Program ("STAMP") or such
                                       other "signature guarantee program" as
                                       may be determined by the Registrar in
                                       addition to, or in substitution for,
                                       STAMP, all in accordance with the
                                       Securities Exchange Act of 1934, as
                                       amended.


                                     A-2-10
<PAGE>



           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL BOND


                  The following exchanges of a part of this Regulation S
Temporary Global Bond for an interest in another Global Bond, or of other
Restricted Global Bonds for an interest in this Regulation S Temporary Global
Bond, have been made:

<TABLE>
<CAPTION>
                                                                           Principal Amount
                                Amount of          Amount of increase     of this Global Bond       Signature of
                               decrease in            in Principal          following such       authorized officer
                             Principal Amount        Amount of this          decrease (or           of Trustee or
Date of Exchange            Of this Global Bond        Global Bond              increase)              Custodian
<S>                         <C>                    <C>                     <C>                   <C>



</TABLE>





                                     A-2-11
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER


Homer City Funding LLC
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92612-1046
Attention:  Treasurer
Facsimile:  949-752-5624


The Bank of New York
114 West 47th Street
25th Floor
New York, New York 10036
Attention: Corporate Trust Division


                  Re:   [8.137] [8.734]% Senior Secured Bonds due [2019] [2026]
                        -------------------------------------------------------

                  Reference is hereby made to the First Amended and Restated
Indenture, dated as of December ___, 2001, as amended and supplemented from time
to time (the "INDENTURE"), between Homer City Funding LLC (the "COMPANY"), and
The Bank of New York, as successor trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.


                  ________________ (the "TRANSFEROR") owns and proposes to
transfer the Bond[s] or interest in such Bond[s] specified in Annex A hereto, in
the principal amount of $_____ in such Bond[s] or interests (the "TRANSFER"),
to_____(the "TRANSFEREE"), as further specified in Annex A hereto. In connection
with the Transfer, the Transferor hereby certifies that:


[CHECK ALL THAT APPLY]

1.  / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL BOND OR A DEFINITIVE BOND PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933 , as amended (the "SECURITIES ACT"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Bond is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Bond for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Bond
will be subject to the restrictions


                                      B-1
<PAGE>

on transfer enumerated in the Private Placement Legend printed on the 144A
Global Bond and/or the Definitive Bond and in the Indenture and the Securities
Act.

2. / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
TEMPORARY REGULATION S GLOBAL BOND THE REGULATION S GLOBAL BOND OR A DEFINITIVE
BOND PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or the transaction was executed in, on
or through the facilities of a designated offshore securities market and neither
such Transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (ii) no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is
not part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Bond
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Bond, the Temporary
Regulation S Global Bond and/or the Definitive Bond and in the Indenture and the
Securities Act.

3.  / /  CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A DEFINITIVE
BOND PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
REGULATION S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Bonds and
Restricted Definitive Bonds and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

     (a)  / /  such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;

                                       or

     (b)  / /   such Transfer is being effected to the Company or a
subsidiary thereof;

                                       or

     (c)  / /  such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act; or

     (d)   / /  such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule
904, and the Transferor hereby further certifies that it has not engaged in


                                      B-2
<PAGE>

any general solicitation within the meaning of Regulation D under the Securities
Act and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Bond or Restricted Definitive Bonds
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee and (2) if such Transfer is in
respect of a principal amount of Bonds at the time of transfer of less than
$250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a
copy of which the Transferor has attached to this certification), to the effect
that such Transfer is in compliance with the Securities Act. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Bond will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Definitive Bonds and in the Indenture and the Securities Act.

4.  / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL BOND OR OF AN UNRESTRICTED DEFINITIVE BOND.

         (a) / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Bond will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Bonds and the
Restricted Definitive Bonds and in the Indenture.

         (b) / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Bond will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Bonds and the Restricted Definitive Bonds and in the Indenture.

         (c) / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (1) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Bond will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Bonds and the Restricted Definitive Bonds and in the Indenture.


                                      B-3
<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.










                                       ------------------------------------
                                       [Insert Name of Transferor]

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


                                      B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER


1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]


         (a)  / /  a beneficial interest in the:

                  (i)    / /  144A Global Bond (CUSIP________), or

                  (ii)   / /  Regulation S Global Bond (CUSIP ______), or

         (b)  / /  a Restricted Definitive Bond.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)  / /  a beneficial interest in the:

                  (i)   / /  144A Global Bond (CUSIP________), or

                  (ii)  / /  Regulation S Global Bond (CUSIP _______), or

                  (iii) / /  Unrestricted Global Bond (CUSIP _______); or


         (b)  / /   a Restricted Definitive Bond; or


         (c)  / /   an Unrestricted Definitive Bond,

              in accordance with the terms of the Indenture.


                                      B-5
<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


Homer City Funding LLC
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92612-1046
Attention:  Treasurer

The Bank of New York
114 West 47th Street
25th Floor
New York, New York 10036
Attention:        Corporate Trust Division


                  Re:   [8.137] [8.734]% Senior Secured Bonds due [2019] [2026]
                        -------------------------------------------------------

                  Reference is hereby made to the Indenture, dated as of May 27,
1999, as amended and supplemented form time to time (the "INDENTURE"), between
Edison Mission Holdings Co. (the "COMPANY") and United States Trust Company of
New York, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.


                  ________________ (the "OWNER") owns and proposes to exchange
the Bond[s] or interest in such Bond[s] specified herein, in the principal
amount of $______ in such Bond[s] or interests (the "EXCHANGE"). In connection
with the Exchange, the Owner hereby certifies that:


1.       EXCHANGE OF RESTRICTED DEFINITIVE BONDS OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL BOND FOR UNRESTRICTED DEFINITIVE BONDS OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL BOND

                  (a)   / /  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL BOND TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL BOND. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Bond for a beneficial interest in an Unrestricted Global Bond in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Bonds and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on
transfer contained in the indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Bond is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

                  (b)  / /  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL BOND TO UNRESTRICTED DEFINITIVE BOND. In connection with the
Exchange of the Owner's


                                      C-1
<PAGE>

beneficial interest in a Restricted Global Bond for an Unrestricted Definitive
Bond, the Owner hereby certifies (i) the Definitive Bond is being acquired for
the Owner's own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Restricted Global
Bonds and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Definitive Bond is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  (c)  / /  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE BOND
TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL BOND. In connection with the
Owner's Exchange of a Restricted Definitive Bond for a beneficial interest in an
Unrestricted Global Bond, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Bonds and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (d)  / /  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE BOND
TO UNRESTRICTED DEFINITIVE BOND. In connection with the Owner's Exchange of a
Restricted Definitive Bond for an Unrestricted Definitive Bond, the Owner hereby
certifies (i) the Unrestricted Definitive Bond is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Bonds and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Bond is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2.       EXCHANGE OF RESTRICTED DEFINITIVE BONDS OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL BONDS FOR RESTRICTED DEFINITIVE BONDS OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL BONDS

                  (a)  / /  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL BOND TO RESTRICTED DEFINITIVE BOND. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Bond for a
Restricted Definitive Bond with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Bond is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Bond
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Bond and in
the Indenture and the Securities Act.

                  (b)  / /  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
BOND TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL BOND. In connection with
the Exchange of the Owner's Restricted Definitive Bond for a beneficial
interest in the [CHECK ONE] / / 144A Global Bond, / / Regulation S Global
Bond with an equal principal amount, the Owner hereby certifies (i) the

                                      C-2
<PAGE>

beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Bonds and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Bond and in the Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                                       -----------------------------------
                                                [Insert Name of Owner]

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

Dated:               ,
      ---------------------




                                      C-3