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                                                                   Exhibit 4.1.1


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                             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


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                                TABLE OF CONTENTS

                                                                   PAGE

      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



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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...................46
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..............................47
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.............................48
SECTION 4.14      PERFECTION OF SECURITY INTERESTS.................48
SECTION 4.15      CONSENT PAYMENT..................................48

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

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

     ARTICLE 6. EVENTS OF DEFAULT.......................................49

SECTION 6.1       EVENTS OF DEFAULT................................49
SECTION 6.2       ACCELERATION.....................................50
SECTION 6.3       OTHER REMEDIES...................................51
SECTION 6.4       WAIVER OF PAST DEFAULTS..........................51
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....52
SECTION 6.8       COLLECTION SUIT BY TRUSTEE.......................52
SECTION 6.9       TRUSTEE MAY FILE PROOFS OF CLAIM.................53
SECTION 6.10      PRIORITIES.......................................53
SECTION 6.11      FOR COSTS........................................54


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     ARTICLE 7. TRUSTEE.................................................54

SECTION 7.1       DUTIES OF TRUSTEE................................54
SECTION 7.2       RIGHTS OF TRUSTEE................................55
SECTION 7.3       INDIVIDUAL RIGHTS OF TRUSTEE.....................56
SECTION 7.4       TRUSTEE'S DISCLAIMER.............................57
SECTION 7.5       NOTICE OF DEFAULTS...............................57
SECTION 7.6       REPORTS BY TRUSTEE TO HOLDERS OF THE BONDS.......57
SECTION 7.7       COMPENSATION AND INDEMNITY.......................58
SECTION 7.8       REPLACEMENT OF TRUSTEE...........................58
SECTION 7.9       SUCCESSOR TRUSTEE BY MERGER, ETC.................60
SECTION 7.10      ELIGIBILITY; DISQUALIFICATION....................60
SECTION 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                  COMPANY..........................................60
SECTION 7.12      OTHER CAPACITIES.................................60

     ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE................61

SECTION 8.1       OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
                  DEFEASANCE.......................................61
SECTION 8.2       LEGAL DEFEASANCE AND DISCHARGE...................61
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....64
SECTION 8.6       REPAYMENT TO COMPANY.............................64
SECTION 8.7       REINSTATEMENT....................................65

     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.................66
SECTION 9.3       COMPLIANCE WITH TRUST INDENTURE ACT..............68
SECTION 9.4       REVOCATION AND EFFECT OF CONSENTS................68
SECTION 9.5       NOTATION ON OR EXCHANGE OF BONDS.................68
SECTION 9.6       TRUSTEE TO SIGN AMENDMENTS, ETC..................68
SECTION 9.7       ACTIONS WITH RESPECT TO PLEDGED NOTES............69


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     ARTICLE 10. MISCELLANEOUS..........................................69

SECTION 10.1      TRUST INDENTURE ACT CONTROLS.....................69
SECTION 10.2      NOTICES..........................................69
SECTION 10.3      COMMUNICATION BY HOLDERS OF BONDS WITH OTHER
                  HOLDERS OF BONDS.................................70
SECTION 10.4      CERTIFICATE AND OPINION AS TO CONDITIONS
                  PRECEDENT........................................71
SECTION 10.5      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION....71
SECTION 10.6      RULES BY TRUSTEE AND AGENTS......................72
SECTION 10.7      NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
                  EMPLOYEES AND SHAREHOLDERS.......................72
SECTION 10.8      GOVERNING LAW....................................72
SECTION 10.9      NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS....72
SECTION 10.10     SUCCESSORS.......................................72
SECTION 10.11     SEVERABILITY.....................................72
SECTION 10.12     COUNTERPART ORIGINALS............................73
SECTION 10.13     TABLE OF CONTENTS, HEADINGS, ETC.................73
SECTION 10.14     EFFECTIVENESS OF THIS INDENTURE..................73

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




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            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


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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;

            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:







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                                 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 Indenture (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 each 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


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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


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interest in any of its estate, right, title or interest in, to or under, the
Collateral to 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


                                        5
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with such Person. A Person shall be deemed to be "controlled by" any other
Person 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.

            "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

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

            "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 member(s) of such Person (if such Person is a limited
liability company), 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.


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            "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).

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

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

            "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.


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

            "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.


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

            "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.


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            "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 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 and 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.

            "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


                                       10
<Page>

interest rates or the exchange of nominal interest obligations, either generally
or under specific contingencies, and, in any event, not for speculative
purposes.

            "LEASE INDENTURE" means each Indenture of Trust and Security
Agreement 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.

            "LEASE INDENTURE TRUSTEE" has the meaning set forth in the Lease
Indenture.

            "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 and trading in the secondary market at the price closest to par (the
      "Primary


                                       11
<Page>

      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



                                       14
<Page>

replacement relating to such Recovery Event and the estimated cost and time to
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 Series A Bonds issued by the Company
pursuant to this Indenture.

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

            "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. ss.ss.
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
      "COMPANY SECURED OBLIGATIONS"...........Granting Clause
      "COVENANT DEFEASANCE"...............................8.3
      "DTC"...............................................2.3
      "EFFECTIVE DATE" .................................10.14
      "EVENT OF DEFAULT"..................................6.1
      "HOLDINGS".....................................preamble
      "LEGAL DEFEASANCE"..................................8.2
      "PAYING AGENT"......................................2.3
      "PERMITTED INDEBTEDNESS"............................4.6
      "PERMITTED LIENS"...................................4.9
      "PLEDGED NOTE"..........................Granting Clause
      "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;



                                       17
<Page>

            "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.

            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 Series A Bonds and Series B Bonds shall vote and consent
together on all matters as one class and none of the Series A Bonds and 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 Exhibits A-1 and A-2 hereto. The Bonds may have



                                       18
<Page>

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.

            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



                                       19
<Page>

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 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

            Upon surrender of, and in exchange for New Bonds, two Officers of
the Company shall sign the Bonds for the Company by manual or facsimile
signature and the Bonds shall be delivered to the Trustee as custodian for the
Depositary. 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.



                                       20
<Page>

            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
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



                                       21
<Page>

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 New Bonds from the Payment Date
immediate 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.

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 ss. 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 ss. 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



                                       22
<Page>

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.

      (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



                                       23
<Page>


      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 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



                                       24
<Page>

            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 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;



                                       25
<Page>

      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.

            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;



                                       26
<Page>

                  (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

                  (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



                                       27
<Page>

      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 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,



                                       28
<Page>

            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 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



                                       29
<Page>

            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 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:



                                       30
<Page>

                  (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:

                         (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.



                                       31
<Page>

            (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.

      (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;



                                       32
<Page>

                  (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 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



                                       33
<Page>

                  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.

      (f)   INTENTIONALLY OMITTED.

      (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



                                       36
<Page>

      OF THE INDENTURE AND (IV) THIS GLOBAL BOND MAY BE 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.



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<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.



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<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



                                       39
<Page>

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
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



                                       40
<Page>

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 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



                                       41
<Page>


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 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



                                       42
<Page>

requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.

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 the 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



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<Page>

redeemed plus all accrued and unpaid interest thereon to the Redemption Date,
plus the Make-Whole Premium, if any.

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.



                                       44
<Page>

            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 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.



                                       45
<Page>

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 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 4.6.

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 Affiliates 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



                                       46
<Page>

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 4.9 shall not
apply to the incurrence of any of the following types of Liens (collectively,
"PERMITTED LIENS"):

      (a)   Liens created in this Indenture; and

      (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.



                                       47
<Page>

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

      Upon receipt of written instructions from the Trustee, the Company shall
undertake, or shall cause to be undertaken, such specified actions as may be
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, the
payment of fees and other charges and the issuance of supplemental documentation
for such purposes. The Trustee shall undertake to provide the Company with the
written instructions required herein, however, failure by the Trustee, for any
reason, to provide such written instructions shall not, in any way, negate or
override the Company's covenant to preserve, or cause to be preserved,the
security interests granted under this Indenture.

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



                                       48
<Page>

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,

                  (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



                                       49
<Page>

                  (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 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 662/3% 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



                                       50
<Page>

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.

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;



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<Page>

      (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 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.



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<Page>

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 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



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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 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



                                       54
<Page>

            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, 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 or
deposited with the Trustee for the benefit of the Holders shall be held in a
segregated account maintained or controlled by the Trustee.

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



                                       55
<Page>

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.

      (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.



                                       56
<Page>

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.

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 ss. 313(a)
(but if no event described in TIA ss. 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with TIA ss. 313(b). The Trustee shall transmit by mail all
reports as required by TIA ss. 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 ss. 313(d).
The



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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.

            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 ss. 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



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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.

            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 a
vacancy exists in the office of 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.



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<Page>

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 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 ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

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



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                                   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 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 4.1 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



                                       61
<Page>

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(f) hereof shall not constitute Events of Default.

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



                                       62
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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;

      (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.



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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.

            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



                                       64
<Page>

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.

                                   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



                                       65
<Page>

      (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 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.



                                       66
<Page>

            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;

      (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.



                                       67
<Page>

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.

            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 sole
member of the Company 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.



                                       68
<Page>

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 ss. 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

            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



                                       69
<Page>

            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 ss. 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.
            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 ss. 312(b) and the Holders may
communicate pursuant to TIA ss. 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 ss.
312(c).



                                       70
<Page>

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 ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

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

      (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.



                                       71
<Page>

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.

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.



                                       72
<Page>

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]



                                       73
<Page>

                                   SIGNATURES

Dated as of December __, 2001

                                    HOMER CITY FUNDING LLC


                                    By:_________________________________
                                       Name:
                                       Title:


                                    THE BANK OF NEW YORK, as Trustee


                                    By:_________________________________
                                       Name:
                                       Title:



<Page>

                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                         Indenture Section
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
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]
                               [INSERT DTC LEGEND]

                                                            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 ss.ss. 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 [8.137] [8.734] % Senior
Secured Bonds due [2019] [2026] 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. 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.

            18. 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
                  Suite 1700
                  Irvine, CA 92612-1046
                  Attention:  Treasurer
                  Facsimile:  949-752-5624



                                     A-1-5
<Page>

            19. 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.

            20. 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]

<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-1-7
<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-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>
                     Amount of                       Principal
                    decrease in      Amount of    Amount of this   Signature of
                     Principal       increase      Global Bond      authorized
                      Amount       in Principal   following such      officer
                  of this Global  Amount of this   decrease (or    of Trustee or
Date of Exchange       Bond         Global Bond      increase        Custodian
----------------  --------------  --------------   ------------    -------------
<S>               <C>             <C>              <C>             <C>



</Table>


----------
(1) THIS 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 (4) 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



                                     A-2-3
<Page>

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.

            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 ss.ss. 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 [8.137] [8.734] % Senior
Secured Bonds due [2019] [2026] 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



                                     A-2-4
<Page>

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 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



                                     A-2-5
<Page>

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 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. 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.

            18. 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



                                     A-2-6
<Page>

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

            19. 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.

            20. 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>
                     Amount of                       Principal
                    decrease in      Amount of    Amount of this   Signature of
                     Principal       increase      Global Bond      authorized
                      Amount       in Principal   following such      officer
                  of this Global  Amount of this   decrease (or    of Trustee or
Date of Exchange       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



                                      B-1
<Page>

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 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



                                      B-2
<Page>

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 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