
<PAGE>   1

                                                                  EXHIBIT 4.12.1


                                                                  EXECUTION COPY


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                          PASS THROUGH TRUST AGREEMENT

                          Dated as of December 19, 2000

                                     between

                 TIVERTON POWER ASSOCIATES LIMITED PARTNERSHIP,

                  RUMFORD POWER ASSOCIATES LIMITED PARTNERSHIP,

                                       and

              STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                             NATIONAL ASSOCIATION,
                   not in its individual capacity, but solely
                             as Pass Through Trustee

                  Tiverton and Rumford 2000 Pass Through Trust

                         9.00% Pass Through Certificates



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<TABLE>
<S>          <C>                                                                     <C>
SECTION 1.   DEFINITIONS..............................................................6

     Section 1.1.    Definitions......................................................6

     Section 1.2.    Compliance Certificates and Opinions............................11

     Section 1.3.    Form of Documents Delivered to Pass Through Trustee.............12

     Section 1.4.    Acts of Holders.................................................13

     Section 1.5.    Conflict with Trust Indenture Act...............................14

SECTION 2.   ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF
             CERTIFICATES............................................................14

     Section 2.1.    Issuance of Certificates; Acquisition of Lessor Notes...........14

     Section 2.2.    Acceptance by Pass Through Trustee..............................15

     Section 2.3.    Limitation of Powers............................................15

SECTION 3.   THE CERTIFICATES........................................................15

     Section 3.1.    Form, Denomination and Execution of Certificates................15

     Section 3.2.    Authentication of Certificates..................................16

     Section 3.3.    Temporary Certificates..........................................16

     Section 3.4.    Registration of Transfer and Exchange of Certificates...........17

     Section 3.5.    Mutilated, Destroyed, Lost or Stolen Certificates...............19

     Section 3.6.    Persons Deemed Owners...........................................19

     Section 3.7.    Cancellation....................................................19

     Section 3.8.    Limitation of Liability for Payments............................19

     Section 3.9.    Book-Entry and Definitive Certificates..........................20

     Section 3.10.   Form of Certification...........................................23

SECTION 4.   DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS.........................23

     Section 4.1.    Certificate Account and Special Payments Account................23

     Section 4.2.    Distributions from Certificate Account and Special Payments
                     Account.........................................................24

     Section 4.3.    Statements to Certificateholders................................25

     Section 4.4.    Investment of Special Payment Moneys............................26

SECTION 5.   FINANCIAL STATEMENTS AND OTHER REPORTS..................................26

SECTION 6.   DEFAULT.................................................................27

     Section 6.1.    Events of Default...............................................27

     Section 6.2.    Incidents of Sale of Lessor Notes...............................28
</TABLE>
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<TABLE>

<S>                  <C>                                                             <C>
     Section 6.3.    Judicial Proceedings Instituted by Pass Through Trustee.........28

     Section 6.4.    Control by Certificateholders...................................29

     Section 6.5.    Waiver of Defaults..............................................30

     Section 6.6.    Undertaking to Pay Court Costs..................................30

     Section 6.7.    Right of Certificateholders to Receive Payments Not to Be
                     Impaired........................................................31

     Section 6.8.    Certificateholders May Not Bring Suit Except Under Certain
                     Conditions......................................................31

     Section 6.9.    Remedies Cumulative.............................................32

SECTION 7.   THE PASS THROUGH TRUSTEE................................................32

     Section 7.1.    Certain Duties and Responsibilities.............................32

     Section 7.2.    Notice of Defaults..............................................33

     Section 7.3.    Certain Rights of Pass Through Trustee..........................33

     Section 7.4.    Not Responsible for Recitals; Issuance of Certificates..........34

     Section 7.5.    May Hold Certificates...........................................34

     Section 7.6.    Money Held in Pass Through Trust................................35

     Section 7.7.    Compensation, Reimbursement and Indemnification.................35

     Section 7.8.    Corporate Trustee Required; Eligibility.........................35

     Section 7.9.    Resignation and Removal: Appointment of Successor...............36

     Section 7.10.   Acceptance of Appointment by Successor..........................37

     Section 7.11.   Merger, Conversion, Consolidation or Succession to Business.....38

     Section 7.12.   Maintenance of Agencies.........................................38

     Section 7.13.   Money for Certificate Payments to Be Held in Trust..............39

     Section 7.14.   Registration of Lessor Notes in Pass Through Trustee's Name.....40

     Section 7.15.   Withholding Taxes; Information Reporting........................40

SECTION 8.   CERTIFICATEHOLDERS' LISTS AND REPORTS...................................40

     Section 8.1.    The Partnerships to Furnish Pass Through Trustee with Names
                     and Addresses of Certificateholder..............................40

     Section 8.2.    Preservation of Information.....................................41

     Section 8.3.    Reports by the Partnerships.....................................41

     Section 8.4.    Reports by the Pass Through Trustee.............................41

SECTION 9.   SUPPLEMENTAL TRUST AGREEMENTS...........................................41

     Section 9.1.    Supplemental Trust Agreement Without Consent of
                     Certificateholders..............................................41
</TABLE>

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<TABLE>
<S>                  <C>                                                             <C>
     Section 9.2.    Supplemental Trust Agreements with Consent of
                     Certificateholders..............................................42

     Section 9.3.    Documents Affecting Immunity or Indemnity.......................43

     Section 9.4.    Execution of Supplemental Trust Agreements......................43

     Section 9.5.    Effect of Supplemental Trust Agreements.........................44

     Section 9.6.    Reference in Certificates to Supplemental Trust Agreements......44

     Section 9.7.    Conformity with Trust Indenture Act.............................44

SECTION 10.  AMENDMENTS AND CONSENTS TO COLLATERAL TRUST
             INDENTURE AND OTHER LESSOR NOTE DOCUMENTS...............................44

SECTION 11.  TERMINATION OF PASS THROUGH TRUST.......................................45

     Section 11.1.   Termination of the Pass Through Trust...........................45

SECTION 12.  MISCELLANEOUS PROVISIONS................................................46

     Section 12.1.   Amendments and Waivers..........................................46

     Section 12.2.   Limitation on Rights of Certificateholders......................46

     Section 12.3.   Certificates Nonassessable and Fully Paid.......................46

     Section 12.4.   Notices, etc. to Partnerships and Pass Through Trustee..........46

     Section 12.5.   Notices to Holders; Waiver......................................48

     Section 12.6.   Successors and Assigns..........................................48

     Section 12.7.   Business Day....................................................48

     Section 12.8.   Governing Law...................................................49

     Section 12.9.   Severability....................................................49

     Section 12.10.  Benefits of Pass Through Trust Agreement........................49

     Section 12.11.  Counterparts....................................................49

     Section 12.12.  Headings and Table of Contents..................................49

     Section 12.13.  Further Assurances..............................................49

     Section 12.14.  Effectiveness...................................................49

     Section 12.15.  Statement of Intent.............................................49
</TABLE>





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SCHEDULE:

      Schedule 1  Participation Agreement

EXHIBITS:

      Exhibit A   Form of Certificate
      Exhibit B   Form of Pass Through Trustee's Certificate of Authentication
      Exhibit C   Form of Transfer Certificate
      Exhibit D   Form of Purchase Letter for Institutional Accredited Investors






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                          PASS THROUGH TRUST AGREEMENT

               This PASS THROUGH TRUST AGREEMENT, dated as of December 19, 2000
(this "Pass Through Trust Agreement"), with respect to the formation of the
Tiverton and Rumford 2000 Pass Through Trust (the "Pass Through Trust"), between
TIVERTON POWER ASSOCIATES LIMITED PARTNERSHIP, a Rhode Island limited
partnership ("Tiverton"), RUMFORD POWER ASSOCIATES LIMITED PARTNERSHIP, a Maine
limited partnership ("Rumford," together, the "Partnerships"), and STATE STREET
BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States, as Pass
Through Trustee (the "Pass Through Trustee").

                              W I T N E S S E T H:

               WHEREAS, the Partnerships, the Pass Through Trustee, and certain
other parties named therein have entered into the Participation Agreement
referred to on Schedule 1 hereto, pursuant to which the Partnerships have agreed
to (a) sell to the Owner Lessor certain interests in the Tiverton facility and
Rumford facility (together, the "Facilities"), and (b) lease from the Owner
Lessor such Facilities;

               WHEREAS, Tiverton and Rumford will consummate the sale to and
lease from the Owner Lessor of the Facilities on the Closing Date;

               WHEREAS, on the Closing Date, the Owner Lessor will enter into a
Collateral Trust Indenture and issue, on a non-recourse basis, Lessor Notes
thereunder to finance a portion of the purchase price for the Facilities;

               WHEREAS, subject to the terms and conditions of this Pass Through
Trust Agreement, the Pass Through Trust will purchase the Lessor Notes issued in
connection with the purchase of the Facilities from Tiverton and Rumford on the
Closing Date and will hold all such Lessor Notes in trust for the benefit of the
Certificateholders;

               WHEREAS, the Pass Through Trustee, upon the execution and
delivery of this Pass Through Trust Agreement, hereby declares the creation of
this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders as the grantors of the Pass Through Trust and by
their respective acceptances of the Certificates join in the creation of this
Pass Through Trust with the Pass Through Trustee; and

               WHEREAS, to facilitate the sale of the Lessor Notes to the Pass
Through Trust and the purchase of the Lessor Notes by the Pass Through Trust,
the Partnerships are, on a joint and several basis, undertaking to perform
certain administrative and ministerial duties hereunder and are also undertaking
to pay the fees and expenses of the Pass Through Trustee.


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

SECTION 1.  DEFINITIONS

        Section 1.1. Definitions.

               (a)    Unless the context hereof otherwise requires, capitalized
terms used in this Pass Through Trust Agreement, including those in the
recitals, and not otherwise defined herein shall have the respective meanings
set forth in Appendix A to the Participation Agreement. The general provisions
of Appendix A to such Participation Agreement shall apply to the terms used in
this Pass Through Trust Agreement and specifically defined herein.

               (b)    As used in this Pass Through Trust Agreement, the
following terms shall have the respective meanings assigned thereto as follows:

                      "Act", when used with respect to any Holder, shall have
               the meaning specified in Section 1.4.

                      "Authorized Agent" shall mean any Paying Agent or
               Registrar.

                      "Avoidable Tax" shall have the meaning specified in
               7.9(e).

                      "Book-Entry Certificate" shall mean a beneficial interest
               in the Certificates, ownership and transfers of which shall be
               made through book entries by a Clearing Agency as described in
               Section 3.9.

                      "Cedelbank" shall have the meaning specified in Section
               3.9.

                      "Certificate" shall mean any one of the certificates
               executed and authenticated by the Pass Through Trustee,
               substantially in the form of Exhibit A hereto.

                      "Certificate Account" shall mean that account or accounts
               created and maintained pursuant to Section 4.1(a).

                      "Certificate Owner" shall mean, when used in Section 3.9,
               the Person for whom a Clearing Agency Participant acts.

                      "Certificate Owner Request" shall mean a request to the
               Pass Through Trustee to receive the reports and other information
               the Partnerships or any other Person is required to furnish to
               the Pass Through Trustee pursuant to the Operative Documents,
               which request certifies that the Person making the request is a
               Certificateholder or Certificate Owner. Any Certificateholder or
               Certificate Owner making a Certificate Owner Request may specify
               its election to receive such information from the Pass Through
               Trustee on an ongoing basis.


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                      "Certificateholder" or "Holder" shall mean the Person in
               whose name a Certificate is registered in the Register.

                      "Clearing Agency" shall mean an organization registered as
               a "clearing agency" pursuant to Section 17A of the Exchange Act.

                      "Clearing Agency Participant" shall mean a broker, dealer,
               bank, other financial institution or other Person for whom from
               time to time a Clearing Agency effects, directly or indirectly,
               book-entry transfers and pledges of securities deposited with the
               Clearing Agency.

                      "Collateral Trust Indenture" shall mean (i) an Indenture
               of Trust, Mortgage and Security Agreement between the Owner
               Lessor and the Indenture Trustee, entered into pursuant to the
               Participation Agreement, as the same may be amended or
               supplemented in accordance with its terms and (ii) any Indenture
               of Trust, Mortgage and Security Agreement, or analogous document,
               between the Partnerships and a Indenture Trustee, entered into in
               connection with the assumption by the Partnerships of the
               indebtedness evidenced by any Lessor Note, as the same may be
               amended or supplemented in accordance with its terms.

                      "Consideration" shall have the meaning specified in
               Section 2.1.

                       "Default" shall mean any event which is or, after notice
               or lapse of time or both would become, an Event of Default.

                      "Definitive Certificates" shall have the meaning specified
               in Section 3.9.

                      "Direction" shall have the meaning specified in Section
               1.4(c).

                      "Distribution Date" shall mean, with respect to
               distributions of Scheduled Payments, each January 15 and July 15
               until payment of all the Scheduled Payments to be made under the
               Lessor Notes have been made, commencing on July 15, 2001.

                      "DTC" shall mean The Depository Trust Company and any
               successor that is a Clearing Agency.

                      "Euroclear" shall have the meaning specified in Section
               3.9.

                      "Event of Default" shall have the meaning specified in
               Section 6.1(a).

                      "Exchange Act" shall mean the Securities Exchange Act of
               1934, as amended.

                      "Fractional Undivided Interest" shall mean the fractional
               undivided interest in the Pass Through Trust that is evidenced by
               a Certificate.


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<PAGE>   9

                      "Holder" shall have the meaning set forth in the
               definition of "Certificateholder".

                       "Indenture Trustee" shall mean a bank or trust company
               acting as indenture trustee under the Collateral Trust Indenture,
               and any successor to such Indenture Trustee as such trustee. The
               term "Indenture Trustee" refers to any one or all of such
               Indenture Trustees, as the context requires.

                      "Institutional Accredited Investor" shall mean an
               institutional "accredited investor", as such term is defined in
               Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                      "Lease" shall mean a Facility Lease Agreement between the
               Owner Lessor, as the lessor, and each respective Partnership, as
               the lessee, entered into pursuant to the Participation Agreement,
               as such Lease may be amended or supplemented in accordance with
               its terms. The term "Lease" refers to any one or all of such
               Leases, as the context requires.

                      "Lease Event of Default" shall mean any Lease Event of
               Default (as such term is defined in a Lease).

                      "Lease Indenture Default" shall mean any event which is,
               or after notice or lapse of time or both would become, a Lease
               Indenture Event of Default.

                      "Lease Transaction" shall mean a sale leaseback
               transaction in respect of an Undivided Interest between Tiverton
               or Rumford, as applicable, and the Owner Lessor that is financed
               in part by the issuance of Lessor Notes to the Pass Through
               Trust, as contemplated by the Participation Agreement and the
               agreements and instruments referred to therein.

                      "Lessor Note" shall mean any one of the Notes (as defined
               in the Collateral Trust Indenture) issued under the Collateral
               Trust Indenture, including any Lessor Note (as so defined) issued
               under the Collateral Trust Indenture in replacement or
               substitution therefor, held by the Pass Through Trustee.

                      "Lessor Note Documents" shall mean, with respect to any
               Lessor Note, the Collateral Trust Indenture, Participation
               Agreement and the Lease entered into pursuant to the
               Participation Agreement.

                      "Letter of Representations" shall mean the agreement among
               the Partnerships, the Pass Through Trustee and the initial
               Clearing Agency.

                      "Outstanding" shall mean, when used with respect to
               Certificates, as of the date of determination, and subject to
               Section 1.4(c), all Certificates theretofore authenticated and
               delivered under this Pass Through Trust Agreement, except:


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<PAGE>   10

                      (i)    Certificates theretofore canceled by the Registrar
               or delivered to the Pass Through Trustee or the Registrar for
               cancellation;

                      (ii)   Certificates for which money in the full amount
               thereof has been theretofore deposited with the Pass Through
               Trustee or any Paying Agent in trust for the holders of such
               Certificates as provided in Section 4.1 pending distribution of
               such money to the Certificateholders pursuant to the final
               distribution payment to be made pursuant to Section 11.1; and

                      (iii)  Certificates in exchange for or in lieu of which
               other Certificates have been authenticated and delivered pursuant
               to this Pass Through Trust Agreement.

                      "Owner Lessor" shall mean a Delaware limited liability
               company indirectly owned by an institutional investor.

                      "Owner Participant" shall mean a Delaware limited
               liability company indirectly owned by an institutional investor.

                      "Participation Agreement" shall mean the Participation
               Agreement among Tiverton, Rumford, the Owner Participant, the
               Owner Lessor, an Indenture Trustee and the Pass Through Trustee,
               providing for the Lease Transaction, as identified on Schedule 1
               hereto.

                      "Partnerships" shall have the meaning specified in the
               Preamble hereto.

                      "Pass Through Trust" shall mean the trust created by this
               Pass Through Trust Agreement, the estate of which consists of the
               Trust Property.

                      "Pass Through Trustee" shall mean State Street Bank and
               Trust Company of Connecticut, National Association, not in its
               individual capacity, but solely as Pass Through Trustee under
               this Pass Through Trust Agreement, and each other Person that may
               be acting as a Pass Through Trustee in accordance with the
               provisions provided herein.

                      "Paying Agent" shall mean the paying agent maintained and
               appointed pursuant to Section 7.12.

                      "Permanent Regulation S Global Certificate" shall have the
               meaning specified in Section 3.9.

                      "Permitted Government Investment" shall mean the
               obligations of the United States of America for the payment of
               which the full faith and credit of the United States of America
               is pledged, maturing in not more than 60 days or such lesser time
               as is necessary for payment of any Special Payments on a Special
               Distribution Date.


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<PAGE>   11

                      "Record Date" shall mean (i) for Scheduled Payments to be
               distributed on any Distribution Date, other than the final
               distribution, the day (whether or not a Business Day) which is
               fifteen days preceding such Distribution Date, and (ii) for
               Special Payments to be distributed on any Special Distribution
               Date, other than the final distribution, the day (whether or not
               a Business Day) which is fifteen days preceding such Special
               Distribution Date.

                      "Register" and "Registrar" shall mean the register
               maintained and the registrar appointed pursuant to Sections 3.4
               and 7.12.

                      "Regulation S Global Certificate" shall have the meaning
               specified in Section 3.9.

                      "Request" shall mean a request by the Partnerships, the
               Owner Lessor, or any Indenture Trustee setting forth the subject
               matter of the request accompanied by an Officer's Certificate and
               an Opinion of Counsel as provided in Section 1.2.

                      "Responsible Officer" shall mean, with respect to any
               Person, (i) its Chairman of the Board, its President, any Senior
               Vice President, the Chief Financial Officer, any Vice President,
               the Treasurer or any other management employee (a) that has the
               power to take the action in question and has been authorized,
               directly or indirectly, by the Board of Directors or equivalent
               body of such Person, (b) working under the direct supervision of
               such Chairman of the Board, President, Senior Vice President,
               Chief Financial Officer, Vice President or Treasurer and (c)
               whose responsibilities include the administration of the Overall
               Transaction and (ii) with respect to the Pass Through Trustee and
               the Indenture Trustee an officer in their respective corporate
               trust departments.

                      "Restricted Certificate" shall have the meaning specified
               in Section 3.1.

                      "Restricted Global Certificate" shall have the meaning
               specified in Section 3.9.

                      "Scheduled Payment" shall mean, with respect to a
               Distribution Date, any payment (other than a Special Payment) of
               principal and interest on a Lessor Note, due from the Owner
               Lessor, which payment represents the payment of a regularly
               scheduled installment of principal then due on such Lessor Note,
               or the payment of regularly scheduled interest accrued on such
               Lessor Note.

                      "SEC" shall mean the Securities and Exchange Commission,
               as from time to time constituted, created under the Exchange Act.

                      "Securities Act" shall mean the Securities Act of 1933, as
               amended.

                      "Special Distribution Date" shall mean (i) with respect to
               the prepayment, redemption or otherwise prepayment of any Lessor
               Notes, the day on which such prepayment, redemption or otherwise
               prepayment is scheduled to occur pursuant to the terms of the
               Collateral Trust Indenture, and (ii) with respect to any Special


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<PAGE>   12

               Payment relating to a Lessor Note other than as described in
               clause (i) of the definition of Special Payment, the earliest
               second day of a month for which it is practicable for the Pass
               Through Trustee to give notice pursuant to Section 4.2(c).

                      "Special Payment" shall mean (i) any payment of principal,
               premium, if any, and interest on a Lessor Note resulting from the
               redemption or otherwise prepayment of such Lessor Note pursuant
               to the applicable provisions of the Collateral Trust Indenture,
               (ii) any payment of principal and interest (including any
               interest accruing upon default) on, or any other amount in
               respect of, such Lessor Note upon a Lease Indenture Event of
               Default in respect thereof or upon the exercise of remedies under
               the Collateral Trust Indenture relating to such Lessor Note,
               (iii) any Special Payment referred to in clause (i) of this
               definition or any Scheduled Payment which is not in fact paid
               within five days of the Special Distribution Date or Distribution
               Date applicable thereto, or (iv) any proceeds from the sale of
               any Lessor Note by the Pass Through Trustee pursuant to Section 6
               hereof.

                      "Special Payments Account" shall mean the account or
               accounts created and maintained pursuant to Section 4.1(b).

                      "Temporary Regulation S Global Certificate" shall have the
               meaning specified in Section 3.9.

                      "Transfer Date" shall mean the closing date of the public
               offering of the Certificates.

                      "Trust Indenture Act" shall mean the Trust Indenture Act
               of 1939, as amended and as in force on the date on which this
               Pass Through Trust Agreement was executed and delivered, except
               as provided in Section 9.7; provided, however, that in the event
               the Trust Indenture Act of 1939 is amended after such date,
               "Trust Indenture Act" shall mean, to the extent required by any
               such amendment, the Trust Indenture Act of 1939 as so amended.

                      "Trust Property" shall mean the Lessor Notes held as the
               property of the Pass Through Trust created hereby and all monies
               at any time paid thereon and all monies due and to become due
               thereunder, funds from time to time deposited in the Certificate
               Account and the Special Payments Account and any proceeds from
               the sale by the Pass Through Trustee pursuant to Section 6 hereof
               of any Lessor Note.

        Section 1.2. Compliance Certificates and Opinions.

               (a)    Upon any application or request by either Partnership, the
Owner Lessor or any Indenture Trustee to the Pass Through Trustee to take any
action under any provision of this Pass Through Trust Agreement, such
Partnership, the Owner Lessor or such Indenture Trustee, as the case may be,
shall furnish to the Pass Through Trustee an Officer's Certificate


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<PAGE>   13

stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Pass Through Trust Agreement relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Pass Through Trust Agreement relating to such particular application or
request, no additional certificate or opinion need be furnished.

               (b)    Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Pass Through Trust Agreement
shall include:

               (1)    a statement that each individual signing such certificate
        or opinion has read such covenant or condition and the definitions
        herein relating thereto;

               (2)    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;

               (3)    a statement that, in the opinion of each such individual,
        he has made such examination or investigation as is necessary to enable
        him to express an informed opinion as to whether or not such covenant or
        condition has been complied with; and

               (4)    a statement as to whether, in the opinion of each such
        individual, such condition or covenant has been complied with.

        Section 1.3. Form of Documents Delivered to Pass Through Trustee.

               (a)    In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters and any such
Person may certify or give an opinion as to such matters in one or several
documents.

               (b)    Any Officer's Certificate may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless the signer of such Officer's Certificate knows that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous. Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
an Officer's Certificate stating that the information with respect to such
factual matters is in the possession of the signer of such Officer's
Certificate, unless such counsel knows that the certificate or opinions or
representations with respect to such matters are erroneous.

               (c)    Any Opinion of Counsel stated to be based on the opinion
of other counsel shall be accompanied by a copy of such other opinion.

               (d)    Where any Person is required to make, give or execute two
or more applications, requests, consents, certificates, statements, opinions or
other instruments under this


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<PAGE>   14

Pass Through Trust Agreement, they may, but need not, be consolidated and form
one instrument.

        Section 1.4. Acts of Holders.

               (a)    Any direction, consent, waiver, demand, authorization,
request, approval or other action provided by this Pass Through Trust Agreement
to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent or agents duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Pass Through Trustee and, where it is hereby
expressly required, to the Partnerships, the Owner Lessor or any Indenture
Trustee. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Pass Through Trust Agreement and (subject to Section 7.1)
conclusive in favor of the Pass Through Trustee, the Partnerships, the Owner
Lessor and any Indenture Trustee, if made in the manner provided in this
Section.

               (b)    The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner which the Pass
Through Trustee deems sufficient.

               (c)    In determining whether the Holders of the requisite
Fractional Undivided Interests of Certificates Outstanding have given any
direction, consent, waiver or other action (a "Direction"), under this Pass
Through Trust Agreement, Certificates owned by the Partnerships, the Owner
Lessor, the Owner Participant or any Affiliate of any such Person shall be
disregarded and deemed not to be Outstanding under this Pass Through Trust
Agreement for purposes of any such determination. In determining whether the
Pass Through Trustee shall be protected in relying upon any such Direction, only
Certificates which the Pass Through Trustee knows to be so owned shall be so
disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of
the Certificates Outstanding, such Certificates shall not be so disregarded as
aforesaid, and (ii) if any amount of Certificates so owned by any such Person
have been pledged in good faith, such Certificates shall not be disregarded as
aforesaid if the pledgee establishes to the satisfaction of the Pass Through
Trustee the pledgee's right so to act with respect to such Certificates and that
the pledgee is not one of the Partnerships, the Owner Lessor, the Owner
Participant or any Affiliate of any such Person.

               (d)    Any Act by the Holder of any Certificate shall bind the
Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Act is made upon
such Certificate.

               (e)    Except as otherwise provided in Section 1.4(c),
Certificates owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Pass Through Trust Agreement,
without preference, priority or distinction as among all of the Certificates.


                                       13
<PAGE>   15

               (f)    Notwithstanding anything herein to the contrary, the
Certificates will vote and consent together on all matters as one class and will
not have the right to vote or consent as a separate class on any matter.

               (g)    The Pass Through Trustee may fix in advance a record date
for the determination of the Holders entitled to give any request, demand,
authorization, direction, notice, consent, waiver or other Act solicited by the
Partnerships, but the Pass Through Trustee shall not have any obligation to do
so.

        Section 1.5. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required or deemed under such Act to be a part of and govern this Pass
Through Trust Agreement, such required or deemed provision shall, so long as the
Certificates shall be subject to the Trust Indenture Act, control. If any
provision of this Pass Through Trust Agreement modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

SECTION 2. ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES

        Section 2.1. Issuance of Certificates; Acquisition of Lessor Notes.

               (a)    The Pass Through Trustee, at or promptly following the
execution and delivery of this Pass Through Trust Agreement, shall also execute
and deliver the Participation Agreement, in the form delivered to the Pass
Through Trustee on or prior to the date of the execution and delivery hereof.
Upon delivery of an authentication order by each of the Partnerships and the
satisfaction of the closing conditions with respect to the Lessor Notes in
Section 4 of the Participation Agreement, the Pass Through Trustee shall
execute, deliver and authenticate, on behalf of the Pass Through Trust,
Certificates equaling in the aggregate the total principal amount of the Lessor
Notes deposited into the Pass Through Trust on the Transfer Date. The
Certificates so executed, delivered and authenticated on the Transfer Date shall
evidence the entire ownership of the Pass Through Trust. The Pass Through Trust
shall issue such Certificates on the Transfer Date, in authorized denominations
and in such Fractional Undivided Interests, so as to result in the receipt of
consideration (the "Consideration") in an amount equal to the aggregate
principal amount of such Lessor Notes referred to in the second preceding
sentence. The Pass Through Trust shall purchase Lessor Notes on the Transfer
Date at an aggregate purchase price equal to the amount of the Consideration so
received. Except as provided in Sections 3.4 and 3.5 hereof, the Pass Through
Trustee shall not execute or deliver Certificates in excess of the aggregate
amount specified in this paragraph.

               (b)    The Partnerships' Assumption of Lessor Notes. If either
Partnership shall assume the obligations of the Owner Lessor under its Lessor
Note pursuant to the Collateral Trust Indenture, the Pass Through Trustee shall,
upon its receipt of written instructions from such Partnership, surrender the
applicable Lessor Notes issued pursuant to the Collateral Trust Indenture to the
Indenture Trustee in exchange for new Lessor Notes of the same aggregate
outstanding principal amount as the Lessor Notes so surrendered, bearing
interest at the same rate, and having the same maturity and amortization
schedule, and otherwise of similar tenor,


                                       14
<PAGE>   16

issued under the Collateral Trust Indenture and any new Collateral Trust
Indenture entered into by such Partnership and the Indenture Trustee in
connection with such assumption, and thereafter each reference to such Lessor
Notes in this Pass Through Trust Agreement shall be deemed to mean a reference
to such new Lessor Notes.

               (c)    Authentication. Any authentication order delivered by
either of the Partnerships hereunder shall be signed by one of such
Partnership's authorized signatories and shall specify the amount and maturity
of the Certificates to be authenticated and the date on which the original issue
of Certificates is to be authenticated. The Pass Through Trustee may appoint an
authenticating agent to authenticate the Certificates. Unless limited by the
terms of such appointment, an authenticating agent may authenticate the
Certificates whenever the Pass Through Trustee may do so. Each reference in this
Pass Through Trust Agreement to authentication by the Pass Through Trustee
includes authentication by such agent. An authenticating agent has the same
rights as any Registrar, Paying Agent or agent for service of notices and
demands.

        Section 2.2. Acceptance by Pass Through Trustee. The Pass Through
Trustee, upon the execution and delivery of this Pass Through Trust Agreement,
acknowledges on behalf of the Pass Through Trust its acceptance of all right,
title, and interest in and to the Lessor Notes acquired pursuant to Section 2.1
hereof and declares that the Pass Through Trustee holds and will hold such
right, title, and interest, together with all other property constituting the
Trust Property, for the benefit of all present and future Certificateholders,
upon the trusts herein set forth. By its payment for and acceptance of each
Certificate issued to it hereunder, each initial Certificateholder as grantor of
the Pass Through Trust thereby joins in the creation and declaration of the Pass
Through Trust. The Pass Through Trustee shall be under no duty or obligation to
inspect, review or examine the Lessor Notes to determine that they are genuine,
valid, binding, enforceable or appropriate for the represented purpose or that
they are other than what they purport to be on their face.

        Section 2.3. Limitation of Powers. The Pass Through Trust is constituted
solely for the purpose of making the investment in the Lessor Notes, and, except
as set forth herein, the Pass Through Trustee is not authorized or empowered to
acquire any other investments or engage in any other activities and, in
particular, the Pass Through Trustee is not authorized or empowered to do
anything that would cause the Pass Through Trust to fail to qualify as a pass
through entity for federal income tax purposes (including, as subject to this
restriction, acquiring any Undivided Interest or any portion thereof by bidding
the Lessor Notes or otherwise, or taking any action with respect to any
Undivided Interest or any portion thereof once acquired).

SECTION 3. THE CERTIFICATES

        Section 3.1. Form, Denomination and Execution of Certificates. The
Certificates shall be issued in registered form without coupons and shall be
substantially in the form attached hereto as Exhibit A, with such omissions,
variations and insertions as are permitted by this Pass Through Trust Agreement,
and may have such letters, numbers or other marks of identification and such
legends or endorsements printed, lithographed or engraved thereon, as may be
required to comply with the rules of any securities exchange on which such
Certificates may be listed or to conform to any usage in respect thereof, or as
may, consistently herewith, be prescribed by the


                                       15
<PAGE>   17

Pass Through Trustee or by the officer executing such Certificates, such
determination by said officer to be evidenced by his signing the Certificates.

               Except as provided in Section 3.9, definitive Certificates shall
be printed, lithographed or engraved or produced by any combination of these
methods, all as determined by the officer executing such Certificates, as
evidenced by his execution of such Certificates.

               During the period beginning on the Closing Date and ending on the
date two years from the Closing Date, all Certificates issued on the Closing
Date, and all Certificates issued upon registration of transfer of, or in
exchange for, such Certificates, shall be "Restricted Certificates" and shall be
subject to the restrictions on transfer provided in the legend set forth on the
face of the form of certificate in Exhibit A; provided, however, that the term
"Restricted Certificates" shall not include Certificates as to which such
restrictions on transfer have been terminated in accordance with Section 3.4.
All Restricted Certificates shall bear the legend set forth on the face of the
Certificate in Exhibit A. Certificates which are not Restricted Certificates
shall not bear such legend.

               The Certificates shall be issued in minimum denominations of
$100,000 or integral multiples of $1,000 in excess thereof.

               The Certificates shall be executed on behalf of the Pass Through
Trust by manual or facsimile signature of a Responsible Officer of the Pass
Through Trustee. Certificates bearing the manual or facsimile signature of an
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Pass Through Trustee shall be valid and binding
obligations of the Pass Through Trust, notwithstanding that such individual has
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such office at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Pass Through Trust
Agreement, or be valid for any purpose unless there appears on such Certificate
a certificate of authentication substantially in the form set forth in Exhibit B
hereto executed by the Pass Through Trustee by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

        Section 3.2. Authentication of Certificates. Upon delivery of an
authentication order by the Partnerships, the Pass Through Trustee shall cause
to be delivered Certificates duly authenticated by the Pass Through Trustee, in
authorized denominations equaling in the aggregate the aggregate principal
amount set forth in the authentication order evidencing the entire ownership of
the Pass Through Trust.

        Section 3.3. Temporary Certificates. Pending the preparation of
definitive Certificates, the Pass Through Trustee may execute, authenticate and
deliver temporary Certificates which are printed, lithographed, typewritten, or
otherwise produced, in any denomination, containing substantially the same terms
and provisions as set forth in Exhibit A, except for such appropriate
insertions, omissions, substitutions and other variations relating to their
temporary nature as the officer executing such temporary Certificates may
determine, as evidenced by his or her execution of such temporary Certificates.


                                       16
<PAGE>   18

               If temporary Certificates are issued, the Partnerships will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the Corporate Trust Office of the Pass Through Trustee, or at
the office or agency of the Pass Through Trustee maintained in accordance with
Section 7.12, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Certificates, the Pass Through Trustee shall execute,
authenticate and deliver in exchange therefor definitive Certificates of
authorized denominations of a like aggregate Fractional Undivided Interest.
Until so exchanged, such temporary Certificates shall in all respects be
entitled to the same benefits under this Pass Through Trust Agreement as
definitive Certificates.

        Section 3.4. Registration of Transfer and Exchange of Certificates.

               (a)    The Pass Through Trustee shall cause to be kept, at the
office or agency to be maintained by it in accordance with the provisions of
Section 7.12, a register (the "Register") in which, subject to the provisions of
this Section 3.4 and the Certificates, the Pass Through Trustee shall provide
for the registration of Certificates (registering owners of Certificates and the
principal of and any interest on the Lessor Notes represented by the
Certificates held by each owner) and of transfers and exchanges of Certificates
as herein provided. The Pass Through Trustee shall initially be the registrar
(the "Registrar") for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided.

               (b)    Every Restricted Certificate shall be subject to the
restrictions on transfer provided in the legend required to be set forth on the
face of each Restricted Certificate pursuant to Section 3.1, and the Holder of
each Restricted Certificate, by such Holder's acceptance thereof, agrees to be
bound by such restrictions on transfer. Whenever any Restricted Certificate is
presented or surrendered for registration of transfer or for exchange for a
Certificate registered in a name other than that of the Holder, such Restricted
Certificate must be accompanied by a certificate in substantially the form set
forth in Exhibit C hereto, dated the date of such surrender and signed by the
Holder of such Restricted Certificate, or such Holder's attorney duly authorized
in writing, as to compliance with such restrictions on transfer. Neither the
Pass Through Trustee nor any Registrar shall be required to accept for such
registration of transfer or exchange any Restricted Certificate not so
accompanied by a properly completed certificate. Notwithstanding the preceding
two sentences, a properly completed certificate shall not be required in
connection with any transfer of any Restricted Certificate through the
facilities of DTC or any other United States securities clearance and settlement
organization; provided, that such transfer does not require a change in the name
(other than to another nominee of DTC or such other securities clearance and
settlement organization) in which such Restricted Certificate is then
registered. Any transfer of ownership of Certificates shall be effective only
when such transfer is reflected on the Register.

        Whenever any Restricted Certificate is proposed to be transferred by a
Holder to an Institutional Accredited Investor, the Pass Through Trustee shall
have received from such Institutional Accredited Investor, prior to such
transfer, a signed letter substantially in the form of Exhibit D relating to
certain representations and agreements regarding restrictions on transfer of
such Restricted Certificate. In addition, if such Restricted Certificate
evidences a Fractional


                                       17
<PAGE>   19

Undivided Interest of less than $100,000, the Institutional Accredited Investor
must, prior to such transfer, furnish to the Registrar an Opinion of Counsel to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

               The restrictions imposed by this Section 3.4 and Section 3.1 upon
the transferability of any particular Restricted Certificate shall cease and
terminate if and when such Restricted Certificate has been (i) sold pursuant to
an effective registration statement under the Securities Act, or (ii)
transferred pursuant to Rule 144 under the Securities Act (or any successor
provision thereto), unless the Holder thereof is an affiliate of either of the
Partnerships within the meaning of Rule 144 (or such successor provision). Any
Restricted Certificate as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon
surrender of such Restricted Certificate for exchange to the Pass Through
Trustee or any Registrar in accordance with the provisions of this Section 3.4
(accompanied, in the event that such restrictions on transfer have terminated by
reason of a transfer pursuant to Rule 144 or any successor provision, by an
Opinion of Counsel having substantial experience in practice under the
Securities Act and otherwise reasonably acceptable to each of the Partnerships,
addressed to each of the Partnerships and the Pass Through Trustee and in form
acceptable to each of the Partnerships, to the effect that the transfer of such
Restricted Certificate has been made in compliance with Rule 144 or such
successor provision), be exchanged for a new Certificate, of authorized
denominations of a like aggregate Fractional Undivided Interest, which shall not
bear the restrictive legend required by Section 3.1. The Pass Through Trustee
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the aforementioned Opinion of Counsel.

               (c)    Upon surrender for registration of transfer of any
Certificate that is not a Restricted Certificate at the Corporate Trust Office
or such other office or agency, the Pass Through Trustee shall execute,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates, in authorized denominations of a like
aggregate Fractional Undivided Interest.

               (d)    At the option of a Certificateholder, Certificates may be
exchanged for other Certificates, in authorized denominations and of a like
aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at any such office or agency; provided, that a Restricted
Certificate may only be exchanged for another Restricted Certificate, until such
restrictions on such Restricted Certificate shall cease and terminate in
accordance with the terms of this Section 3.4. Whenever any Certificates are so
surrendered for exchange, the Pass Through Trustee shall execute, authenticate
and deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to each of the Partnerships and the
Pass Through Trustee and the Registrar duly executed by the Certificateholder
thereof or its attorney duly authorized in writing.

               (e)    No service charge shall be made to a Certificateholder for
any registration of transfer or exchange of Certificates, but the Pass Through
Trustee shall require payment of a


                                       18
<PAGE>   20

sum sufficient to cover any tax or charge that may be imposed in connection with
any transfer or exchange of Certificates.

               (f)    All Certificates surrendered for registration of transfer
and exchange shall be canceled and disposed of in accordance with the usual
practices of the Pass Through Trustee.

        Section 3.5. Mutilated, Destroyed, Lost or Stolen Certificates. If any
mutilated Certificate is surrendered to the Registrar, or the Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and in the case of such destruction, loss or theft, there is
delivered to the Registrar, the Pass Through Trustee, the Partnerships and the
Owner Lessor such security, indemnity or bond as may be required by them to
protect each of them and the Pass Through Trust from any loss that any of them
may suffer if a Certificate is replaced, then, in the absence of notice to the
Registrar or the Pass Through Trustee that such Certificate has been acquired by
a bona fide purchaser, the Pass Through Trustee, on behalf of the Pass Through
Trust, shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like Fractional Undivided Interest with the same final Distribution Date. In
connection with the issuance of any new Certificate under this Section 3.5, the
Pass Through Trustee shall require the payment of a sum sufficient to cover any
tax or other charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Pass Through Trustee and the
Registrar) connected therewith. Any duplicate Certificate issued pursuant to
this Section 3.5 shall constitute conclusive evidence of the appropriate
Fractional Undivided Interest in the Pass Through Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

        Section 3.6. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Pass Through Trustee, the
Partnerships, the Owner Lessor, the Registrar and any Paying Agent may treat the
person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.2
and for all other purposes whatsoever, and neither the Pass Through Trustee,
either Partnership, the Owner Lessor, the Registrar nor any Paying Agent shall
be affected by any notice to the contrary.

        Section 3.7. Cancellation. All Certificates surrendered for payment,
transfer or exchange shall, if surrendered to any Person a party hereto other
than the Registrar, be delivered by such Person to the Registrar for
cancellation. No Certificates shall be authenticated in lieu of or in exchange
for any Certificates canceled as provided in this Section 3.7, except as
expressly permitted by this Pass Through Trust Agreement. All canceled
Certificates held by the Registrar shall be disposed of in accordance with the
usual practice of the Pass Through Trustee and, if destroyed, a certification of
their destruction shall be delivered to the Pass Through Trustee.

        Section 3.8. Limitation of Liability for Payments. All payments or
distributions made to Certificateholders under this Pass Through Trust Agreement
shall be made only from the Trust Property and only to the extent that the Pass
Through Trustee shall have received sufficient income or proceeds from the Trust
Property to make such payments in accordance with the terms of Section 4 of this
Pass Through Trust Agreement. Each Holder of a Certificate, by its acceptance of
such Certificate, agrees that it will look solely to the income and proceeds
from the


                                       19
<PAGE>   21

Trust Property to the extent available for distribution to the Holder thereof as
provided in this Pass Through Trust Agreement. Nothing in this Pass Through
Trust Agreement shall be construed as an agreement, or otherwise creating an
obligation, of (a) either of the Partnerships, the Pass Through Trust or the
Pass Through Trustee to pay any of the principal, premium, if any, or interest
due from time to time under the Lessor Notes, or (b) either of the Partnerships,
the Pass Through Trust or the Pass Through Trustee to pay any amount due from
time to time in respect of the Certificates. The liability of the Owner Lessor
under the applicable Lessor Notes shall be limited as set forth therein and in
the Collateral Trust Indenture.

        Section 3.9. Book-Entry and Definitive Certificates.

               (a)    Except for Certificates issued to Institutional Accredited
Investors which must be issued in the form of definitive, fully registered
Certificates ("Definitive Certificates"), the Certificates may be issued in the
form of one or more typewritten Certificates representing the Book-Entry
Certificates to be delivered to DTC, the initial Clearing Agency, by, or on
behalf of, the Pass Through Trustee. In such case, the Certificates delivered to
DTC shall initially be registered on the Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Certificate Owner will receive a
definitive certificate representing such Certificate Owner's interest in the
Certificates, except as provided above and in subsection (d) below. As to the
Book-Entry Certificates, unless and until Definitive Certificates have been
issued pursuant to subsection (d) below:

                      (i)    the provisions of this Section 3.9 shall be in full
               force and effect;

                      (ii)   the Partnerships, the Owner Lessor, the Paying
               Agent, the Registrar and the Pass Through Trustee may deal with
               the Clearing Agency for all purposes (including the making of
               distributions on the Certificates) as the authorized
               representative of the Certificate Owners;

                      (iii)  to the extent that the provisions of this Section
               3.9 conflict with any other provisions of this Pass Through Trust
               Agreement (other than the provisions of any supplemental
               agreement amending this Section 3.9 as permitted by this Pass
               Through Trust Agreement), the provisions of this Section 3.9
               shall control;

                      (iv)   the rights of Certificate Owners shall be exercised
               only through the Clearing Agency and shall be limited to those
               established by law and agreements between such Certificate Owners
               and the Clearing Agency Participants; and until Definitive
               Certificates are issued pursuant to subsection (d) below, the
               Clearing Agency will make book-entry transfers among the Clearing
               Agency Participants and receive and transmit distributions of
               principal and interest and premium, if any, on the Certificates
               to such Clearing Agency Participants; and

                      (v)    whenever this Pass Through Trust Agreement requires
               or permits actions to be taken based upon instructions or
               directions of


                                       20
<PAGE>   22

               Certificateholders holding Certificates evidencing a specified
               percentage of the Fractional Undivided Interests in the Pass
               Through Trust, the Clearing Agency shall be deemed to represent
               such percentage only to the extent that it has received
               instructions to such effect from Certificate Owners and/or
               Clearing Agency Participants owning or representing,
               respectively, such required percentage of the beneficial interest
               in Certificates and has delivered such instructions to the Pass
               Through Trustee. The Pass Through Trustee shall have no
               obligation to determine (and shall incur no liability in
               connection with any determination of) whether the Clearing Agency
               has in fact received any such instructions.

               (b)    With respect to Book-Entry Certificates, whenever notice
or other communication to the Certificateholders is required under this Pass
Through Trust Agreement, unless and until Definitive Certificates shall have
been issued pursuant to subsection (d) below, the Pass Through Trustee shall
give all such notices and communications specified herein to be given to
Certificateholders to the Clearing Agency and/or the Clearing Agency
Participants (and, upon receipt of a valid Certificate Owner Request, to the
Certificateholder or Certificate Owner making such request), and shall make
available additional copies as reasonably requested by such Clearing Agency
Participants.

               (c)    Unless and until Definitive Certificates are issued
pursuant to subsection (d) below, on the Record Date prior to each applicable
Distribution Date and Special Distribution Date, the Pass Through Trustee will
request from the Clearing Agency a "Securities Position Listing" setting forth
the names of all Clearing Agency Participants reflected on the Clearing Agency's
books as holding interests in the Certificates on such Record Date. The Pass
Through Trustee shall mail to each such Clearing Agency Participant the
statements described in Section 4.3 hereof.

               (d)    If with respect to the Certificates (i) the Partnerships
or either of them advise the Pass Through Trustee in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
and the Partnerships are unable to locate a qualified successor, (ii) the
Partnerships (or, following the occurrence of a Lease Event of Default, the
Owner Lessor) at their option, advise the Pass Through Trustee in writing that
it elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of an Event of Default, Certificate Owners of
Book-Entry Certificates evidencing Fractional Undivided Interests aggregating
not less than a majority in interest in the Pass Through Trust, by Act of said
Certificate Owners delivered to the Partnerships and the Pass Through Trustee,
advise the Partnerships, the Owner Lessor, the Pass Through Trustee and the
Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Certificate Owners, then the Pass Through Trustee
shall notify all Certificate Owners, through the Clearing Agency, of the
occurrence of any such event and of the availability of Definitive Certificates.
Upon surrender to the Pass Through Trustee of all the Certificates held by the
Clearing Agency, accompanied by registration instructions from the Clearing
Agency for registration of Definitive Certificates in the names of Certificate
Owners, the Pass Through Trust shall issue and deliver the Definitive
Certificates in accordance with the instructions of the Clearing Agency. None of
the Partnerships, the Owner Lessor, the Registrar, the Paying Agent or the Pass
Through Trustee


                                       21
<PAGE>   23

shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such registration
instructions. Upon the issuance of Definitive Certificates, the Pass Through
Trustee shall recognize the Person in whose name the Definitive Certificates are
registered in the Register as Certificateholder hereunder. Neither the
Partnerships nor the Pass Through Trustee shall be liable if the Partnerships
are unable to locate a qualified successor Clearing Agency.

               (e)    The Certificates sold in offshore transactions in reliance
on Regulation S under the Securities Act will be represented initially by a
single, temporary Book-Entry Certificate, in definitive, fully registered form
without interest coupons (the "Temporary Regulation S Global Certificate") and
will be deposited with the Pass Through Trustee as custodian for DTC and
registered in the name of a nominee of DTC for the accounts of Morgan Guaranty
Trust Company of New York, Brussels Office, as operator of the Euroclear System
("Euroclear"), and Cedelbank ("Cedelbank"). Each Temporary Regulation S Global
Certificate will be exchangeable for a single, permanent Book-Entry Certificate
(the "Permanent Regulation S Global Certificate," and together with the
Temporary Regulation S Global Certificate, the "Regulation S Global
Certificate") on or after 40 days after the later of the commencement of the
offering of the Certificates and the Closing Date upon certification that the
beneficial interests in such Book-Entry Certificate are owned by persons who are
not U.S. persons as defined in Regulation S. Prior to the expiration of such
40-day period, beneficial interests in the Temporary Regulation S Global
Certificate may be held only through Euroclear or Cedelbank, and any resale or
other transfer of such interests to U.S. persons shall not be permitted during
such period unless such resale or transfer is made pursuant to Rule 144A or
Regulation S under the Securities Act and in accordance with the certification
requirements specified in Section 3.9(f) below. The aggregate original principal
amount of the Regulation S Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Pass Through Trustee, as
custodian for DTC, in connection with a corresponding decrease or increase in
the aggregate original principal amount of a Definitive Certificate or the
Restricted Global Certificate, as hereinafter provided.

               (f)    The Certificates sold in reliance on Rule 144A under the
Securities Act will be represented by a single, permanent Book-Entry
Certificate, in definitive, fully registered form without interest coupons (the
"Restricted Global Certificate"), which will be deposited with the Pass Through
Trustee as custodian for DTC and registered in the name of a nominee of DTC.
Prior to the 40th day after the later of the commencement of the offering of the
Certificates and the Closing Date, a beneficial interest in the Temporary
Regulation S Global Certificate may be transferred to a person who takes
delivery in the form of an interest in the Restricted Global Certificate only
upon receipt by the Pass Through Trustee of a written certification from the
transferor (in the form of Exhibit C hereto) to the effect that such transfer is
being made to a person who the transferor reasonably believes is a "qualified
institutional buyer" within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction. Beneficial
interests in the Restricted Global Certificate may be transferred to a person
who takes delivery in the form of an interest in the Regulation S Global
Certificate whether before, on or after such 40th day, only upon receipt by the
Pass Through Trustee of a written certification (in the form of Exhibit C
hereto) to the effect that such transfer is being made in accordance with
Regulation S under the Securities Act and, if such transfer occurs prior


                                       22
<PAGE>   24

to such 40th day, the interest will be held immediately thereafter only through
Euroclear or Cedelbank. The aggregate initial principal amount of the Restricted
Global Certificate may from time to time be increased or decreased by
adjustments made on the records of the Pass Through Trustee, as custodian for
DTC, in connection with a corresponding decrease or increase in the aggregate
initial principal amount of a Definitive Certificate or a Regulation S Global
Certificate, as hereinafter provided.

               (g)    Any beneficial interest in one of the Book-Entry
Certificates that is transferred to a person who takes delivery in the form of
an interest in another Book-Entry Certificate will, upon transfer, cease to be
an interest in such first Book-Entry Certificate and become an interest in such
other Book-Entry Certificate and, accordingly, will thereafter be subject to all
transfer restrictions, if any, and other procedures applicable to beneficial
interests in such other Book-Entry Certificate for so long as it remains such an
interest. Upon the transfer of Definitive Certificates to a qualified
institutional buyer or in accordance with Regulation S, such Definitive
Certificates will be exchanged for an interest in a Book-Entry Certificate.

               (h)    The Partnerships and the Pass Through Trustee, if
necessary, shall each enter into the Letter of Representations with respect to
the Certificates and fulfill its responsibilities thereunder.

        Section 3.10. Form of Certification. In connection with any
certification contemplated by Section 3.4, relating to compliance with certain
restrictions relating to transfers of Restricted Certificates, such
certification shall be provided substantially in the form of Exhibit C hereto,
with only such changes as shall be reasonably approved by the Partnerships and
reasonably acceptable to the Pass Through Trustee.

SECTION 4. DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

        Section 4.1. Certificate Account and Special Payments Account.

               (a)    The Pass Through Trust shall establish and maintain on
behalf of the Certificateholders the Certificate Account with the Pass Through
Trustee as one or more non-interest bearing accounts. The Pass Through Trustee
shall hold the Certificate Account in trust for the benefit of the
Certificateholders, and shall make or permit withdrawals therefrom only as
provided in this Pass Through Trust Agreement. On each day when a Scheduled
Payment is made and identified as such under the Collateral Trust Indenture to
the Pass Through Trust, as holder of the Lessor Notes issued under Collateral
Trust Indenture, the Pass Through Trustee upon receipt shall immediately deposit
the aggregate amount of such Scheduled Payment in the Certificate Account.

               (b)    The Pass Through Trust shall establish and maintain on
behalf of the Certificateholders the Special Payments Account with the Pass
Through Trustee as one or more accounts, which shall be non-interest bearing
except as provided in Section 4.4. The Pass Through Trustee shall hold the
Special Payments Account in trust for the benefit of the Certificateholders, and
shall make or permit withdrawals therefrom only as provided in this Pass Through
Trust Agreement. On each day when a Special Payment is made and identified as
such under the Collateral Trust Indenture to the Pass Through Trustee, as holder
of the Lessor Notes


                                       23
<PAGE>   25

issued under the Collateral Trust Indenture, the Pass Through Trustee upon
receipt shall immediately deposit the aggregate amounts of such Special Payments
in the Special Payments Account.

               (c)    The Pass Through Trustee shall present to the applicable
Indenture Trustee each Lessor Note on the date of its stated final maturity, or
in the case of any Lessor Note which is to be redeemed or otherwise prepaid in
whole pursuant to the Collateral Trust Indenture, on the applicable redemption
or other prepayment date under the Collateral Trust Indenture.

        Section 4.2. Distributions from Certificate Account and Special Payments
Account.

               (a)    On each Distribution Date if the Pass Through Trustee
receives payment of the Scheduled Payments due on any Lessor Notes on such date
by 12:00 noon, New York time, on such date, the Pass Through Trustee shall
distribute out of the Certificate Account the entire amount deposited therein
pursuant to Section 4.1(a). If a Scheduled Payment is received by the Pass
Through Trustee after 12:00 noon, New York time, on a Distribution Date, such
payment shall be distributed on the next Business Day. If a Scheduled Payment is
not received by the Pass Through Trustee on a Distribution Date but is received
prior to the time such payment would become a Special Payment, such payment
shall be distributed (i) on the date received, if received by 12:00 noon, New
York time, on such date or (ii) on the next Business Day, if received after
12:00 noon, New York time, on such date. There shall be so distributed to each
Certificateholder of record on the Record Date with respect to such Distribution
Date (other than as provided in Section 11.1 concerning the final distribution)
(i) if (A) DTC is the Certificateholder of record, or (B) a Certificateholder
holds a Certificate or Certificates in an aggregate amount greater than
$10,000,000 or (C) a Certificateholder holds a Certificate or Certificates in an
aggregate amount greater than $1,000,000 and so requests to the Pass Through
Trustee, by wire transfer in immediately available funds to an account
maintained by such Certificateholder with a bank, or (ii) if none of the above
apply, by check mailed to such Certificateholder at the address appearing in the
Register, such Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest held by such Certificateholder) of the aggregate
amount in the Certificate Account.

               (b)    On each Special Distribution Date with respect to any
Special Payment if the Pass Through Trustee receives the Special Payments due on
the required date by 12:00 noon, New York time, on such date, the Pass Through
Trustee shall distribute out of the Special Payments Account the entire amount
deposited therein with respect to such Special Payment pursuant to this Section
4.1(b). If a Special Payment is received by the Pass Through Trustee after 12:00
noon, New York time, on a Special Distribution Date, such payment shall be
distributed on the next Business Day. If a Special Payment is not received by
the Pass Through Trustee on a Special Distribution Date, such payment shall be
distributed (i) on the date received, if received by 12:00 noon, New York time,
on such date or (ii) on the next Business Day, if received after 12:00 noon, New
York time, on such date. There shall be so distributed to each Certificateholder
of record on the Record Date with respect to such Special Distribution Date
(other than as provided in Section 11.1 concerning the final distribution) (i)
if (A) DTC is the Certificateholder of record, or (B) a Certificateholder holds
a Certificate or Certificates in an aggregate amount greater than $10,000,000 or
(C) a Certificateholder holds a Certificate or Certificates in an aggregate
amount greater than $1,000,000 and so requests to the Pass Through


                                       24
<PAGE>   26

Trustee, by wire transfer in immediately available funds to an account
maintained by the Certificateholder with a bank, or (ii) if none of the above
apply, by check mailed to such Certificateholder at the address appearing in the
Register, such Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest held by such Certificateholder) of the aggregate
amount in the Special Payments Account on account of such Special Payment.

               (c)    The Pass Through Trustee shall, at the expense of the
Partnerships, cause notice of each Special Payment to be mailed to (i) each
Certificateholder, at the address of such Certificateholder as it appears in the
Register and (ii) any Certificate Owner who has made a valid Certificate Owner
Request, at the address specified in such Certificate Owner Request. In the
event of prepayment of any Lessor Notes, such notice shall be mailed not less
than 20 days prior to the date any such Special Payment is scheduled to be
distributed. In the case of any other Special Payments, such notice shall be
mailed as soon as practicable after the Pass Through Trustee has confirmed that
it has received funds for such Special Payment. Notices mailed by the Pass
Through Trustee shall set forth:

                      (i)    the Special Distribution Date and the Record Date
               therefor (except as otherwise provided in Section 11.1);

                      (ii)   the amount of the Special Payment per $1,000 of
               face amount of Certificates and the amount thereof constituting
               principal, premium, if any, and interest;

                      (iii)  the reason for the Special Payment; and

                      (iv)   if the Special Distribution Date is the same date
               as a Distribution Date, the total amount to be received on such
               date per $1,000 of face amount of Certificates.

If the amount of premium payable upon the prepayment of a Lessor Note has not
been calculated at the time that the Pass Through Trustee mails notice of a
Special Payment, it shall be sufficient if the notice sets forth the other
amounts to be distributed and states that any premium received will also be
distributed. If a Distribution Date or Special Distribution Date is not a
Business Day, distribution shall be made on the immediately following Business
Day.

        Section 4.3. Statements to Certificateholders.

               (a)    On each Distribution Date and Special Distribution Date,
the Pass Through Trustee will include with each distribution to
Certificateholders a statement, giving effect to such distribution to be made on
such date, setting forth the following information (per a $1,000 face amount
Certificate):

                      (i)    the amount of such distribution allocable to
               principal and the amount allocable to premium if any; and

                      (ii)   the amount of such distribution allocable to
               interest.


                                       25
<PAGE>   27

               (b)    Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the Pass
Through Trustee shall furnish (i) to each Person who at any time during such
calendar year was a Certificateholder of record and (ii) to any Person who at
any time during such calendar year was a Certificate Owner who has made a valid
Certificate Owner Request and provided the Pass Through Trustee with such
pertinent information as the Pass Through Trustee shall reasonably request, a
statement containing the sum of the amounts determined pursuant to clauses
(a)(i) and (a)(ii) with respect to the Pass Through Trust for such calendar year
or, in the event such Person was a Certificateholder of record or Certificate
Owner during a portion of such calendar year, for the applicable portion of such
year, and such other items as are readily available to the Pass Through Trustee
and which a Certificateholder or Certificate Owner shall reasonably request as
necessary for the purpose of such Certificateholder's or Certificate Owner's
preparation of its Federal income tax returns.

        Section 4.4. Investment of Special Payment Moneys. Any money received by
the Pass Through Trustee pursuant to Section 4.1(b) representing a Special
Payment which is not to be promptly distributed shall, to the extent
practicable, be invested in Permitted Government Investments by the Pass Through
Trustee pending distribution of such Special Payment pursuant to Section 4.2.
Any investment made pursuant to this Section 4.4 shall be in such Permitted
Government Investments having maturities not later than the date that such
moneys are required to be paid to make the payment required under Section 4.2 on
the applicable Special Distribution Date and the Pass Through Trustee shall hold
any such Permitted Government Investments until maturity. The Pass Through
Trustee shall have no liability with respect to any investment made pursuant to
this Section 4.4, other than by reason of the willful misconduct or negligence
of the Pass Through Trustee. All income and earnings from such investments shall
be distributed on such Special Distribution Date as part of such Special
Payment.

SECTION 5. FINANCIAL STATEMENTS AND OTHER REPORTS

        For so long as any Certificates remain Outstanding, the Partnerships
shall furnish:

               (a)    to Certificateholders, Certificate Owners and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act so long as the Certificates are not
freely transferable under the Securities Act; and

               (b)    to the Pass Through Trustee, who in turn shall provide
such information, upon a Certificate Owner Request, to Certificateholders and
Certificate Owners:

                      (i)    within 60 days following the end of each of the
               first three fiscal quarters of the Partnerships during each
               fiscal year, a copy of Form 10-Q (or any successor form) filed by
               the Partnerships with the SEC for such fiscal quarter, or if the
               Partnerships are not then subject to the reporting requirements
               of the Exchange Act, unaudited consolidated quarterly financial
               statements for the Partnerships for such fiscal quarter in the
               form required by Section 5.3(b) of the Participation Agreement;

                      (ii)   within 120 days following the end of the fiscal
               year of the Partnerships, a copy of the Form 10-K (or any
               successor form) filed by the


                                       26
<PAGE>   28

               Partnerships with the SEC for such fiscal year, or, if the
               Partnerships are not then subject to the reporting requirements
               of the Exchange Act, audited consolidated annual financial
               statements in the form required by Section 5.3(a) of the
               Participation Agreement; and

                      (iii)  within 20 days after the occurrence thereof, (A) a
               copy of any current report on Form 8-K (or any successor form)
               filed by the Partnerships with the SEC, if any, and (B) notice of
               the following events (1) a Change of Control; (2) any litigation
               or claim against the Partnerships, or the Tiverton or Rumford
               facilities which could reasonably be expected to have a Material
               Adverse Effect; (3) the appointment of a receiver over either of
               the Partnerships or the confirmation of a plan of reorganization
               or liquidation for either of the Partnerships; or (4) the
               resignation or dismissal of the independent accountants engaged
               by the Partnerships.

SECTION 6. DEFAULT

        Section 6.1. Events of Default.

               (a)    If any Lease Indenture Event of Default under the
Collateral Trust Indenture (an "Event of Default") shall occur and be
continuing, then, and in each and every case, so long as such Lease Indenture
Event of Default shall be continuing, the Pass Through Trustee may vote all of
the Lessor Notes issued under the Collateral Trust Indenture held in the Pass
Through Trust, and upon the Direction of the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
of the Fractional Undivided Interests evidenced by all Certificates at the time
Outstanding (determined as provided in Section 1.4(c)), the Pass Through Trustee
shall vote a corresponding majority of such Lessor Notes, in favor of directing
the Indenture Trustee to declare the unpaid principal amount of such Lessor
Notes then outstanding and accrued interest thereon to be due and payable under,
and to the extent permitted by and in accordance with, the provisions of the
Collateral Trust Indenture.

               In addition, if an Event of Default shall have occurred and be
continuing, the Pass Through Trustee may in its discretion, and upon the
Direction of the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest of the Fractional
Undivided Interests evidenced by all Certificates at the time Outstanding
(determined as provided in Section 1.4(c)) shall, by such officer or agent as it
may appoint, sell, convey, transfer and deliver all or a portion of such Lessor
Note or Lessor Notes issued under the Collateral Trust Indenture with respect to
which the Event of Default has occurred, without recourse to or warranty by the
Pass Through Trustee or any Certificateholders to any Person. In any such case,
the Pass Through Trustee shall sell, assign, contract to sell or otherwise
dispose of and deliver such Lessor Note or Lessor Notes in one or more parcels
at public or private sale or sales, at any location or locations at the option
of the Pass Through Trustee, all upon such terms and conditions as it may
reasonably deem advisable and at such prices as it may reasonably deem
advisable, for cash. The Pass Through Trustee shall give notice to the
Partnerships and the Owner Lessor promptly after any such sale.

               In the event that the Pass Through Trustee shall deem it
advisable to sell any or all


                                       27
<PAGE>   29

of the Lessor Notes in accordance with the provisions of this Section, the
parties agree that if registration of any such Lessor Notes shall be required,
in the opinion of counsel for the Pass Through Trustee under the Securities Act
of 1933, as amended, or other applicable law, and regulations promulgated
thereunder, and if the Partnerships shall not effect, or cause to be effected,
such registration promptly, the Pass Through Trustee may sell any such Lessor
Notes at a private sale, and no Person shall attempt to maintain that the prices
at which such Lessor Notes are sold are inadequate by reason of the failure to
sell at public sale, or hold the Pass Through Trustee liable thereafter.

        Section 6.2. Incidents of Sale of Lessor Notes. Upon any sale of all or
any part of the Lessor Notes made either under the power of sale given under
this Pass Through Trust Agreement or otherwise for the enforcement of this Pass
Through Trust Agreement, the following shall be applicable:

               (1)    Certificateholders and Pass Through Trustee May Purchase
        Lessor Notes. Any Certificateholder, the Pass Through Trustee in its
        individual or any other capacity or any other Person may bid for and
        purchase any of the Lessor Notes and, upon compliance with the terms of
        sale, may hold, retain, possess and dispose of such Lessor Notes in
        their or its or his own absolute right without further accountability.

               (2)    Receipt of Pass Through Trustee Shall Discharge Purchaser.
        The receipt of immediately available funds by the Pass Through Trustee
        or the officer or agent appointed by the Pass Through Trustee shall be a
        sufficient discharge to any purchaser for his purchase money, and, after
        paying such purchase money and receiving such receipt, such purchaser or
        his personal representative or assigns shall not be obliged to see to
        the application of such purchase money, or be in any way answerable for
        any loss, misapplication or non-application thereof.

               (3)    Application of Moneys Received upon Sale. Any moneys
        collected by the Pass Through Trustee, upon any sale made either under
        the power of sale given by this Pass Through Trust Agreement or
        otherwise for the enforcement of this Pass Through Trust Agreement,
        shall be applied as provided in Section 4.2.

        Section 6.3. Judicial Proceedings Instituted by Pass Through Trustee.

               (a)    Pass Through Trustee May Bring Suit. If there shall be a
failure to make payment of the principal of, premium, if any, or interest on any
Lessor Note, or if there shall be any failure to pay Rent (as defined in a
Lease) under the Lease related to any Lessor Note when due and payable, then the
Pass Through Trustee, in its own name, and as trustee of an express trust, as
holder of such Lessor Notes shall be, to the extent permitted by and in
accordance with the terms of the Lessor Note Documents, entitled and empowered
(but not obligated) to institute any suits, actions or proceedings at law, in
equity or otherwise, for the collection of the sums so due and unpaid on such
Lessor Notes or under such Lease and may prosecute any such claim or proceeding
to judgment or final decree with respect to the whole amount of any such sums so
due and unpaid; subject, however, to the limitations of liability set forth in
the Lessor Notes and the Lessor Note Documents.


                                       28
<PAGE>   30

               (b)    Pass Through Trustee May File Proofs of Claim; Appointment
of Pass Through Trustee as Attorney-in-Fact in Judicial Proceedings. The Pass
Through Trustee in its own name, or as trustee of an express trust, or as
attorney-in-fact for the Certificateholders, or in any one or more of such
capacities (irrespective of whether distributions on the Certificates shall then
be due and payable, or the payment of the principal on the Lessor Notes shall
then be due and payable, as therein expressed or by declaration or otherwise and
irrespective of whether the Pass Through Trustee shall have made any demand to
the applicable Indenture Trustee for the payment of overdue principal, premium
(if any) or interest on the Lessor Notes), shall, subject to the terms of the
Lessor Note Documents, be entitled and empowered 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 Pass Through Trustee and of the Certificateholders allowed in
any receivership, insolvency, bankruptcy, liquidation, readjustment,
reorganization or any other judicial proceedings relative to the Partnerships or
the Owner Lessor, or the Owner Participant, or their respective creditors or
property. Subject to the terms of the Lessor Note Documents, any receiver,
assignee, trustee, liquidator or sequestrator (or similar official) in any such
judicial proceeding is hereby authorized by each Certificateholder to make
payments in respect of such claim to the Pass Through Trustee, and in the event
that the Pass Through Trustee shall consent to the making of such payments
directly to the Certificateholders, to pay to the Pass Through Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Pass Through Trustee, its agents and counsel and any other
amounts due the Pass Through Trustee under Section 7.7. Subject to Section 6.4,
nothing contained in this Pass Through Trust Agreement shall be deemed to give
to the Pass Through Trustee any right to accept or consent to any plan of
reorganization or otherwise by action of any character in any such proceeding to
waive or change in any way any right of any Certificateholder.

        Section 6.4. Control by Certificateholders. The Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest of the Fractional Undivided Interests evidenced by all Certificates
at the time Outstanding (determined as provided in Section 1.4(c)) shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Pass Through Trustee, or exercising any trust or
power conferred upon the Pass Through Trustee, under this Pass Through Trust
Agreement, including any right of the Pass Through Trustee as holder of the
Lessor Notes, provided that:

               (1)    such Direction shall not be in conflict with any rule of
        law or with this Pass Through Trust Agreement and would not involve the
        Pass Through Trustee in personal liability or expense;

               (2)    the Pass Through Trustee shall not determine that the
        action so directed would expose it to personal liability or be unjustly
        prejudicial to the Certificateholders not taking part in such direction;

               (3)    the Pass Through Trustee may take any other action deemed
        proper by the Pass Through Trustee which is not inconsistent with such
        Direction;

               (4)    such Holders shall have offered to the Pass Through
        Trustee security or indemnity against the costs, expenses or liabilities
        which may be incurred thereby; and


                                       29
<PAGE>   31

               (5)    if a Lease Indenture Event of Default shall have occurred
        and be continuing, such Direction shall not obligate the Pass Through
        Trustee to vote more than a corresponding majority of the related Lessor
        Notes held by the Pass Through Trust in favor of directing any action by
        the Indenture Trustee with respect to such Lease Indenture Event of
        Default.

        Section 6.5. Waiver of Defaults. The Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
of the Fractional Undivided Interests evidenced by all Certificates at the time
Outstanding (determined as provided in Section 1.4(c)) may on behalf of the
Certificateholders of all the Certificates waive any Default or Event of Default
hereunder and its consequences or may instruct the Pass Through Trustee to waive
any default under the Collateral Trust Indenture and its consequences, except:

               (1)    a default in the deposit of any Scheduled Payment or
        Special Payment under Section 4.1 or in the distribution of any payment
        under Section 4.2 on the Certificates; or

               (2)    a default in the payment of the principal of, premium, if
        any, or interest on any Lessor Notes; or

               (3)    a default in respect of a covenant or provision hereof
        which under Section 9 hereof cannot be modified or amended without the
        consent of the Holder of each Outstanding Certificate affected.

               Upon any such waiver, such Default shall cease to exist with
respect to this Pass Through Trust Agreement, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this Pass
Through Trust Agreement and any direction given by the Pass Through Trustee on
behalf of such Holders to the applicable Indenture Trustee shall be annulled
with respect thereto; but no such waiver shall extend to any subsequent or other
Default, Event of Default or impair any right consequent thereon. Upon any such
waiver with respect to a Default under the Collateral Trust Indenture, the Pass
Through Trustee shall vote a corresponding majority of the Lessor Notes issued
under the Collateral Trust Indenture to waive the corresponding Lease Indenture
Default or Lease Indenture Event of Default.

               With respect to consents, approvals, waivers and authorizations
which under the terms of Section 8 of the Collateral Trust Indenture may be
given by the applicable Indenture Trustee without the necessity of the consent
of any of the holders of Lessor Notes issued with respect to the Collateral
Trust Indenture, no consent, approval, waiver or authorization shall be required
hereunder on the part of the Pass Through Trustee or the Certificateholders.

        Section 6.6. Undertaking to Pay Court Costs. All parties to this Pass
Through Trust Agreement, and each Certificateholder by his acceptance of a
Certificate, shall be deemed to have agreed that any court may in its discretion
require, in any suit, action or proceeding for the enforcement of any right or
remedy under this Pass Through Trust Agreement, or in any suit, action or
proceeding against the Pass Through Trustee for any action taken or omitted by
it as Pass Through Trustee hereunder, the filing by any party litigant in such
suit, action or proceeding of an undertaking to pay the costs of such suit,
action or proceeding, and that such court may, in


                                       30
<PAGE>   32

its discretion, assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, action or proceeding, having due regard
to the merits and good faith of the claims or defenses made by such party
litigant; provided, however, that the provisions of this Section 6.6 shall not
apply to (a) any suit, action or proceeding instituted by any Holder, or group
of Holders, holding in the aggregate Certificates evidencing Fractional
Undivided Interests aggregating more than 10% of the Pass Through Trust, (b) any
suit, action or proceeding instituted by any Certificateholder for the
enforcement of the distribution of payments pursuant to Section 4.2 hereof on or
after the respective due dates expressed herein or (c) any suit, action or
proceeding instituted by the Pass Through Trustee.

        Section 6.7. Right of Certificateholders to Receive Payments Not to Be
Impaired. Anything in this Pass Through Trust Agreement to the contrary
notwithstanding, but subject to Section 3.8 hereof, the right of any
Certificateholder to receive distributions of payments required pursuant to
Section 4.2 hereof on the Certificates when due, or to institute suit for the
enforcement of any such payment on or after the applicable Distribution Date or
Special Distribution Date, shall not be impaired or affected without the consent
of such Certificateholder.

        Section 6.8. Certificateholders May Not Bring Suit Except Under Certain
Conditions. A Certificateholder shall not have the right to institute any suit,
action or proceeding at law or in equity or otherwise with respect to this Pass
Through Trust Agreement, for the appointment of a receiver or for the
enforcement of any other remedy under this Pass Through Trust Agreement, unless:

               (1)    such Certificateholder previously shall have given written
        notice to the Pass Through Trustee of a continuing Event of Default;

               (2)    the Holders of Certificates evidencing Fractional
        Undivided Interests aggregating not less than a majority in interest of
        the Fractional Undivided Interests evidenced by all Certificates at the
        time Outstanding (determined as provided in Section 1.4(c)) shall have
        requested the Pass Through Trustee in writing to institute such suit,
        action or proceeding and shall have offered to the Pass Through Trustee
        indemnity as provided in Section 7.3(e);

               (3)    the Pass Through Trustee shall have refused or neglected
        to institute any such suit, action or proceeding for 60 days after
        receipt of such notice, request and offer of indemnity; and

               (4)    no Direction inconsistent with such written request has
        been given to the Pass Through Trustee during such 60-day period by the
        Holders of Certificates evidencing Fractional Undivided Interests
        aggregating not less than a majority in interest of the Fractional
        Undivided Interests evidenced by all Certificates at the time
        Outstanding (determined as provided in Section 1.4(c)).

               It is understood and intended that no one or more of the
Certificateholders shall have any right in any manner whatever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property or the lien of the Collateral Trust
Indenture on any property subject thereto, or the rights of the
Certificateholders


                                       31
<PAGE>   33

or the holders of the Lessor Notes, (ii) obtain or seek to obtain priority over
or preference to any other such Holder, or (iii) enforce any right under this
Pass Through Trust Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all the Certificateholders subject to the
provisions of this Pass Through Trust Agreement.

        Section 6.9. Remedies Cumulative. Every remedy given hereunder to the
Pass Through Trustee or to any of the Certificateholders shall not be exclusive
of any other remedy or remedies, and every such remedy shall be cumulative and
in addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.

SECTION 7. THE PASS THROUGH TRUSTEE

        Section 7.1. Certain Duties and Responsibilities.

               (a)    Prior to an Event of Default of which a Responsible
Officer of the Pass Through Trustee has actual knowledge:

               (1)    the Pass Through Trustee shall not be liable except for
        the performance of such duties as are specifically set out in this Pass
        Through Trust Agreement; and

               (2)    the Pass Through Trustee may conclusively rely, as to the
        truth of the statements and the correctness of the opinions expressed
        therein, in the absence of bad faith on the part of the Pass Through
        Trustee, upon Officer's Certificates or Opinions of Counsel conforming
        to the requirements of this Pass Through Trust Agreement;

but the Pass Through Trustee shall, at any time that the Certificates shall be
subject to the Trust Indenture Act, examine any evidence furnished to it
pursuant to this Pass Through Trust Agreement or Section 314 of the Trust
Indenture Act to determine whether or not such evidence conforms to the
requirements of this Pass Through Trust Agreement; provided, however, that the
Pass Through Trustee shall not be responsible for the accuracy or content of
such evidence.

               (b)    In case an Event of Default has occurred and is
continuing, the Pass Through Trustee shall exercise each of the rights and
powers vested in it by this Pass Through Trust Agreement, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his own affairs.

               (c)    No provision of this Pass Through Trust Agreement shall be
construed to relieve the Pass Through Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

               (1)    this paragraph (c) shall not be construed to limit the
        effect of paragraph (a) of this Section 7.1;

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


                                       32
<PAGE>   34

               (3)    the Pass Through Trustee shall not be liable with respect
        to any action taken or omitted to be taken by it in good faith in
        accordance with the Direction of the Holders of Certificates evidencing
        Fractional Undivided Interests aggregating not less than a majority in
        interest of the Fractional Undivided Interests evidenced by all
        Certificates at the time Outstanding (determined as provided in Section
        1.4(c)) (A) relating to the time, method and place of conducting any
        proceeding for any remedy available to the Pass Through Trustee, or (B)
        exercising any trust or power conferred upon the Pass Through Trustee,
        under this Pass Through Trust Agreement.

               (d)    Whether or not herein expressly so provided, every
provision of this Pass Through Trust Agreement relating to the conduct or
affecting the liability of or affording protection to the Pass Through Trustee
shall be subject to the provisions of this Section 7.1.

        Section 7.2. Notice of Defaults. The Pass Through Trustee shall give to
the Certificateholders, at any time that the Certificates shall be subject to
the Trust Indenture Act, in the manner and to the extent required by Section
313(c) of the Trust Indenture Act, and to each of the Partnerships, the Owner
Lessor and the applicable Indenture Trustee in accordance with Section 12.4,
notice of all Defaults actually known to a Responsible Officer of the Pass
Through Trustee within 90 days after the occurrence thereof; provided, however,
that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Lessor Note, the Pass Through Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Pass Through Trustee in good faith determine that
the withholding of such notice is in the interests of the Certificateholders.

        Section 7.3. Certain Rights of Pass Through Trustee. Except as otherwise
provided in Section 7.1:

               (a)    the Pass Through Trustee may rely and shall be protected
in acting or refraining from acting in reliance upon any Act, Direction,
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

               (b)    any request or direction of either of the Partnerships,
the Owner Lessor or any Indenture Trustee mentioned herein shall be sufficiently
evidenced by a Request;

               (c)    whenever in the administration of this Pass Through Trust
Agreement the Pass Through Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action
hereunder, the Pass Through Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officer's Certificate of either of the Partnerships, the Owner Lessor or the
applicable Indenture Trustee;

               (d)    the Pass Through Trustee may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in


                                       33
<PAGE>   35

respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;

               (e)    the Pass Through Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Pass Through Trust
Agreement at the request or direction of any of the Certificateholders pursuant
to this Pass Through Trust Agreement, unless such Certificateholders shall have
offered to the Pass Through Trustee reasonable security or indemnity against the
cost, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

               (f)    the Pass Through Trustee shall not be bound to make any
investigation into the facts or matters stated in any Act, Direction,
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document;

               (g)    the Pass Through Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Pass Through Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed by it hereunder with due care;

               (h)    the Pass Through Trustee shall not be personally liable
for any action taken, suffered or omitted by it in good faith and believed by it
to be authorized or within the discretion of rights or powers conferred upon it
by this Pass Through Trust Agreement;

               (i)    the right of the Pass Through Trustee to perform any
discretionary act enumerated in this Pass Through Trust Agreement shall not be
construed as a duty, and the Pass Through Trustee shall not be answerable for
other than its negligence or willful misconduct in the performance of such act;

               (j)    the Pass Through Trustee shall not be required to give any
bond or surety in respect of the execution of the trust fund created hereby or
the powers granted hereunder; and

               (k)    the Pass Through Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or
lien granted to it hereunder or to record this Pass Through Trust Agreement.

        Section 7.4. Not Responsible for Recitals; Issuance of Certificates. The
recitals contained herein and in the Certificates, except the certificates of
authentication, shall not be taken as the statements of the Pass Through
Trustee, and the Pass Through Trustee assumes no responsibility for their
correctness. The Pass Through Trustee makes no representations as to the
validity or sufficiency of this Pass Through Trust Agreement, the Lessor Notes,
the Lessor Note Documents, or the Certificates, or the collateral securing the
Lessor Notes, except that the Pass Through Trustee hereby represents and
warrants that this Pass Through Trust Agreement has been, and each Certificate
will be, executed and delivered by one of its officers who is duly authorized to
execute and deliver such document on its behalf.


                                       34
<PAGE>   36

        Section 7.5. May Hold Certificates. The Pass Through Trustee, any Paying
Agent, Registrar or any other agent, in their respective individual or any other
capacity, may become the owner or pledgee of Certificates and may otherwise deal
with the Partnerships, Owner Lessor, Owner Participant or Indenture Trustee with
the same rights it would have if it were not the Pass Through Trustee, Paying
Agent, Registrar or such other agent, subject to Section 7.8 in the case of the
Pass Through Trustee.

        Section 7.6. Money Held in Pass Through Trust. Money held by the Pass
Through Trustee or the Paying Agent in trust hereunder need not be segregated
from other funds except to the extent required herein or by law and neither the
Pass Through Trustee nor the Paying Agent shall have any liability for interest
upon any such moneys except as provided for herein.

        Section 7.7. Compensation, Reimbursement and Indemnification. Each of
the Partnerships agrees, on a joint and severable basis:

               (1)    to pay, or cause to be paid, to the Pass Through Trustee
        from time to time the compensation separately agreed to by the Pass
        Through Trustee and the Partnerships for all services rendered by it
        hereunder (which compensation shall not be limited by any provision of
        law in regard to the compensation of a trustee of an express trust); and

               (2)    except as otherwise expressly provided herein, to
        reimburse, or cause to be reimbursed, the Pass Through Trustee upon its
        request for all reasonable out-of-pocket expenses, disbursements and
        advances incurred or made by the Pass Through Trustee in accordance with
        any provision of this Pass Through Trust Agreement (including the
        reasonable compensation and the expenses and disbursements of its agents
        and counsel), except any such expense, disbursement or advance as may be
        attributable to its negligence, willful misconduct or bad faith.

               In addition, the Pass Through Trustee shall be entitled to
reimbursement from, and shall have a lien prior to the Certificates upon, all
property and funds held or collected by the Pass Through Trustee in its capacity
as Pass Through Trustee for any tax incurred without negligence, bad faith or
willful misconduct, on its part, arising out of or in connection with the
acceptance or administration of this Pass Through Trust (other than any tax
attributable to the Pass Through Trustee's compensation for serving as such),
including any costs and expenses incurred in contesting the imposition of any
such tax. If the Pass Through Trustee reimburses itself for any such tax, it
will within 30 days mail a brief report setting forth the circumstances thereof
to all Certificateholders as their names and addresses appear in the Register.

        Section 7.8. Corporate Trustee Required; Eligibility. There shall at all
times be a Pass Through Trustee hereunder which (a) shall be, at any time that
the Certificates shall be subject to the Trust Indenture Act, a Person eligible
to act as a trustee under Section 310(a) of the Trust Indenture Act and (b)
shall be a corporation organized and doing business under the laws of the United
States of America or of any state, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$150,000,000, and subject to supervision or examination by Federal or state
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 7.8, the combined capital and
surplus

                                       35
<PAGE>   37
of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Pass Through Trustee shall cease to be eligible in accordance with the
provisions of clause (a) of this Section 7.8 at a time when it is required to be
so qualified, it shall resign immediately in the manner and with the effect
hereinafter specified in this Section 7.

        Section 7.9. Resignation and Removal: Appointment of Successor.

               (a)    No resignation or removal of the Pass Through Trustee and
no appointment of a successor Pass Through Trustee pursuant to this Section 7.9
shall become effective until the acceptance of appointment by the successor Pass
Through Trustee under Section 7.10.

               (b)    The Pass Through Trustee may resign at any time by giving
written notice thereof to the Partnerships, the Authorized Agents, the Owner
Lessor, the Owner Participant and each Indenture Trustee. If an instrument of
acceptance by a successor Pass Through Trustee shall not have been delivered to
the Partnerships, the Owner Lessor, the Owner Participant and each Indenture
Trustee within 30 days after the giving of such notice of resignation, the
resigning Pass Through Trustee may petition any court of competent jurisdiction
for the appointment of a successor Pass Through Trustee.

               (c)    The Pass Through Trustee may be removed at any time by Act
of the Holders holding Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Pass Through Trust
delivered to the Pass Through Trustee and to the Partnerships, the Owner Lessor
and each Indenture Trustee.

               (d)    If at any time:

                      (1)    the Pass Through Trustee fails to, at any time that
               the Certificates shall be subject to the Trust Indenture Act,
               comply with the requirements of Section 310 of the Trust
               Indenture Act after written request for such compliance by a
               Certificateholder that has been a bona fide Certificateholder for
               at least six months; or

                      (2)    the Pass Through Trustee shall cease to be eligible
               under Section 7.8 hereof and shall fail to resign after written
               request therefor by the Partnerships (or, following the
               occurrence of a Lease Event of Default, the Owner Lessor) or by
               any such Certificateholder; or

                      (3)    the Pass Through Trustee shall become incapable of
               acting or shall be adjudged bankrupt or insolvent or a receiver
               of the Pass Through Trustee or of its property shall be appointed
               or any public officer shall take charge or control of the Pass
               Through Trustee or of its property or affairs for the purpose of
               rehabilitation, conservation or liquidation;

then, in any case, (i) the Partnerships (or, following the occurrence of a Lease
Event of Default, the Owner Lessor), may remove the Pass Through Trustee or (ii)
subject to Section 6.6 hereof, any Certificateholder who has been a bona fide
Holder of a Certificate for at least six months


                                       36
<PAGE>   38

may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Pass Through Trustee and the
appointment of a successor Pass Through Trustee.

               (e)    If a Responsible Officer of the Pass Through Trustee shall
obtain Actual Knowledge of an Avoidable Tax (as hereinafter defined) which has
been or is likely to be asserted, the Pass Through Trustee shall promptly notify
the Partnerships and the Owner Lessor thereof and shall, within 30 days of such
notification, resign hereunder unless within such 30-day period the Pass Through
Trustee shall have received notice that the Partnerships or the Owner Lessor has
agreed to pay such tax. The Partnerships shall promptly appoint a successor Pass
Through Trustee in a jurisdiction where there are no Avoidable Taxes. As used
herein an "Avoidable Tax" means a state or local tax: (i) upon (w) the Pass
Through Trust, (x) the Trust Property, (y) Holders of the Certificates or (z)
the Pass Through Trustee for which the Pass Through Trustee is entitled to seek
reimbursement from the Trust Property, and (ii) that would be avoided if the
Pass Through Trustee were located in another state, or jurisdiction within a
state, within the United States. A tax shall not be an Avoidable Tax if the
Partnerships or the Owner Lessor shall agree to pay, and shall pay, such tax.

               (f)    If the Pass Through Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Pass Through Trustee for any cause, the Partnerships (or, following the
occurrence of a Lease Event of Default, the Owner Lessor) shall promptly appoint
a successor Pass Through Trustee. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Pass
Through Trustee shall be appointed by Act of the Holders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Pass Through Trust, delivered to the Partnerships, the Owner
Lessor, the Owner Participant, the Indenture Trustees and the retiring Pass
Through Trustee, the successor Pass Through Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Pass
Through Trustee and supersede the successor Pass Through Trustee appointed as
provided above. If no successor Pass Through Trustee shall have been so
appointed as provided above and accepted appointment in the manner hereinafter
provided, any Certificateholder who has been a bona fide Holder of a Certificate
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Pass Through Trustee.

               (g)    The successor Pass Through Trustee shall give notice of
the resignation and removal of the Pass Through Trustee and appointment of the
successor Pass Through Trustee by mailing written notice of such event by
first-class mail, postage prepaid, to the Holders of Certificates as their names
and addresses appear in the Register. Each notice shall include the name of such
successor trustee and the address of its Corporate Trust Office.

        Section 7.10. Acceptance of Appointment by Successor. Every successor
Pass Through Trustee appointed hereunder shall execute, acknowledge and deliver
to the Partnerships, the Owner Lessor and to the retiring Pass Through Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Pass Through Trustee shall become effective and such
successor Pass Through Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Pass


                                       37
<PAGE>   39

Through Trustee; but, on request of either of the Partnerships (or, following
the occurrence of a Lease Event of Default, the Owner Lessor) to the successor
Pass Through Trustee, such retiring Pass Through Trustee shall execute and
deliver an instrument transferring to such successor Pass Through Trustee all
the rights, powers and trusts of the retiring Pass Through Trustee and shall
duly assign, transfer and deliver to such successor Pass Through Trustee all
property and money held by such retiring Pass Through Trustee hereunder, subject
nevertheless to its lien, if any, provided for in Section 7.7. Upon request of
any such successor Pass Through Trustee, the Partnerships, the Owner Lessor, the
retiring Pass Through Trustee and such successor Pass Through Trustee shall
execute and deliver any and all instruments containing such provisions as shall
be necessary or desirable to transfer and confirm to, and for more fully and
certainly vesting in, such successor Pass Through Trustee all such rights,
powers and trusts.

               No successor Pass Through Trustee shall accept its appointment
unless at the time of such acceptance such successor Pass Through Trustee shall
be qualified and eligible under this Section 7.

        Section 7.11. Merger, Conversion, Consolidation or Succession to
Business. Any Person into which the Pass Through Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Pass Through Trustee shall be a
party, or any Person succeeding to all or substantially all of the corporate
trust business of the Pass Through Trustee, shall be the successor of the Pass
Through Trustee hereunder, provided such Person shall be otherwise qualified and
eligible under this Section 7, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any
Certificates shall have been authenticated, but not delivered, by the Pass
Through Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Pass Through Trustee may adopt such
authentication and deliver the Certificates so authenticated with the same
effect as if such successor Pass Through Trustee had itself authenticated such
Certificates.

        Section 7.12. Maintenance of Agencies.

               (a)    There shall at all times be maintained in the Borough of
Manhattan, The City of New York, an office or agency where Certificates may be
presented or surrendered for registration of transfer or for exchange, and for
payment thereof and where notices and demands to or upon the Pass Through
Trustee in respect of the Certificates or of this Pass Through Trust Agreement
may be served. Written notice of the location of each such other office or
agency and of any change of location thereof shall be given by the Pass Through
Trustee to the Partnerships, the Owner Lessor, the Owner Participant, each
Indenture Trustee and the Certificateholders. In the event that no such office
or agency shall be maintained or no such notice of location or of change of
location shall be given, presentations and demands may be made and notices may
be served at the Corporate Trust Office of the Pass Through Trustee.

               (b)    There shall at all times be a Registrar and a Paying Agent
hereunder. Each such Authorized Agent shall be a bank or trust company, shall be
a corporation organized and doing business under the laws of the United States
or any state, with a combined capital and surplus of at least $150,000,000, and
shall be authorized under such laws to exercise corporate trust powers, subject
to supervision by Federal or state authorities. The Pass Through Trustee


                                       38
<PAGE>   40

shall initially be the Paying Agent and, as provided in Section 3.4, Registrar
hereunder. Each Registrar shall furnish to the Pass Through Trustee (unless they
are the same entity), at stated intervals of not more than six months, and at
such other times as the Pass Through Trustee may request in writing, a copy of
the Register.

               (c)    Any Person into which any Authorized Agent may be merged
or converted or with which it may be consolidated, or any Person resulting from
any merger, consolidation or conversion to which any Authorized Agent shall be a
party, or any Person succeeding to the corporate trust business of any
Authorized Agent, shall be the successor of such Authorized Agent hereunder, if
such successor Person is otherwise eligible under this Section 7.12, without the
execution or filing of any paper or any further act on the part of the parties
hereto or such Authorized Agent or such successor Person.

               (d)    Any Authorized Agent may at any time resign by giving
written notice of resignation to the Pass Through Trustee, the Partnerships, the
Owner Lessor, the Owner Participant and each Indenture Trustee. The Partnerships
(or, following the occurrence of a Lease Event of Default, the Owner Lessor)
may, and at the request of the Pass Through Trustee shall, at any time terminate
the agency of any Authorized Agent by giving written notice of termination to
such Authorized Agent and to the Pass Through Trustee. Upon the resignation or
termination of an Authorized Agent or in case at any time any such Authorized
Agent shall cease to be eligible under this Section 7.12 (when, in either case,
no other Authorized Agent performing the functions of such Authorized Agent
shall have been appointed), the Partnerships (or, following the occurrence of a
Lease Event of Default, the Owner Lessor) shall promptly appoint one or more
qualified successor Authorized Agents reasonably satisfactory to the Pass
Through Trustee, to perform the functions of the Authorized Agent which has
resigned or whose agency has been terminated or who shall have ceased to be
eligible under this Section 7.12. The Partnerships (or, following the occurrence
of a Lease Event of Default, the Owner Lessor) shall give written notice of any
such appointment made by it to the Pass Through Trustee, the Partnerships, the
Owner Lessor and each Indenture Trustee; and in each case the Pass Through
Trustee shall mail notice of such appointment to all Holders as their names and
addresses appear on the Register.

               (e)    Each Partnership agrees to pay, or cause to be paid, from
time to time to each Authorized Agent the compensation as set forth in the
schedule agreed to by each Authorized Agent and such Partnership for its
services and to reimburse it for its reasonable expenses.

        Section 7.13. Money for Certificate Payments to Be Held in Trust. All
moneys deposited with any Paying Agent for the purpose of any payment on
Certificates shall be deposited in a non interest bearing account and held in
trust for the benefit of the Holders of the Certificates entitled to such
payment, subject to the provisions of this Section 7.13. Moneys so deposited and
held in trust shall constitute a separate trust fund for the benefit of the
Holders of the Certificates with respect to which such money was deposited.

               The Pass Through Trustee will cause each Paying Agent other than
the Pass Through Trustee to execute and deliver to it an instrument in which
such Paying Agent shall


                                       39
<PAGE>   41

agree with the Pass Through Trustee, subject to the provisions of this Section
7.13, that such Paying Agent will:

               (1)    hold all sums held by it for payments on Certificates in
        trust for the benefit of the Persons entitled thereto until such sums
        shall be paid to such Persons or otherwise disposed of as herein
        provided;

               (2)    give the Pass Through Trustee notice in writing of any
        default by any obligor upon the Lessor Notes in the making of any such
        payment; and

               (3)    at any time during the continuance of any such default,
        upon the written request of the Pass Through Trustee, forthwith pay to
        the Pass Through Trustee all sums so held in trust by such Paying Agent.

               The Pass Through Trustee may at any time, for the purpose of
obtaining the satisfaction and discharge of this Pass Through Trust Agreement or
for any other purpose, direct any Paying Agent to pay to the Pass Through
Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Pass Through Trustee upon the same trusts as those upon which such sums were
held by such Paying Agent; and, upon such payment by any Paying Agent to the
Pass Through Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

        Section 7.14. Registration of Lessor Notes in Pass Through Trustee's
Name. The Pass Through Trustee agrees that all Lessor Notes and Permitted
Government Investments, if any, shall be issued in the name of the Pass Through
Trustee or its nominee and held by the Pass Through Trustee, or, if not so held,
the Pass Through Trustee or its nominee shall be reflected as the owner of such
Lessor Notes or Permitted Government Investments, as the case may be, in the
register of the issuer of such Lessor Notes or Permitted Government Investments
under the applicable provisions of the Uniform Commercial Code in effect where
the Pass Through Trustee holds such Lessor Notes or Permitted Government
Investments, or other applicable law then in effect.

        Section 7.15. Withholding Taxes; Information Reporting. The Pass Through
Trustee, as trustee, shall exclude and withhold from each distribution of
principal, premium, if any, and interest and other amounts due hereunder or
under the Certificates any and all withholding taxes applicable thereto as
required by law. The Pass Through Trustee agrees (i) to act as such withholding
agent and, in connection therewith, whenever any present or future taxes or
similar charges are required to be withheld with respect to any amounts payable
in respect of the Certificates, to withhold such amounts and timely pay the same
to the appropriate authority in the name of and on behalf of the Holders of the
Certificates, (ii) that it will file any necessary withholding tax returns or
statements when due, and (iii) that, as promptly as possible after the payment
thereof, it will deliver to each Holder of a Certificate appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Holders may reasonably request from time to time.
The Pass Through Trustee agrees to file any other information reports as it may
be required to file under United States law. Any amounts withheld and paid to a
relevant taxing authority pursuant to this Section 7.15 shall be deemed to have
been paid to the related Certificateholders for all purposes under the Operative
Documents.


                                       40
<PAGE>   42

SECTION 8. CERTIFICATEHOLDERS' LISTS AND REPORTS

        Section 8.1. The Partnerships to Furnish Pass Through Trustee with Names
and Addresses of Certificateholder. Each Partnership will furnish to the Pass
Through Trustee within fifteen days after each Record Date with respect to a
Scheduled Payment, and at such other times as the Pass Through Trustee may
request in writing, a list, in such form as the Pass Through Trustee may
reasonably require, of all information in the possession or control of such
Partnership as to the names and addresses of the Holders of Certificates, in
each case as of a date not more than sixty days prior to the time such list is
furnished; provided, however, that so long as the Pass Through Trustee is the
sole Registrar, no such list need be furnished; and provided, further, however,
that no such list need be furnished for so long as a copy of the Register is
being furnished to the Pass Through Trustee pursuant to Section 7.12(b).

        Section 8.2. Preservation of Information. The Pass Through Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders of Certificates contained in the most recent list furnished
to the Pass Through Trustee as provided in Section 7.12(b) or Section 8.1, as
the case may be, and the names and addresses of Holders of Certificates received
by the Pass Through Trustee in its capacity as Registrar, if so acting. The Pass
Through Trustee may destroy any list furnished to it as provided in Section
7.12(b) or Section 8.1, as the case may be, upon receipt of a new list so
furnished.

        Section 8.3. Reports by the Partnerships. Each Partnership shall, at any
time that the Certificates shall be subject to the Trust Indenture Act, comply
with Section 314 of the Trust Indenture Act and shall file, furnish and deliver
the reports, information, documents, certificates and opinions required
thereunder, and, at any time that the Certificates shall be subject to the Trust
Indenture Act, acknowledge and agree that, for purposes of Section 314 of the
Trust Indenture Act, each Partnership shall be considered to be the "obligor"
upon the Certificates. Without limiting the generality of the foregoing, at any
time that the Certificates shall be subject to the Trust Indenture Act, each
Partnership shall deliver to the Pass Through Trustee the annual certificate
required under clause (4) of Section 314(a) of the Trust Indenture Act within
120 days following the end of each fiscal year of such Partnership (which ends
on December 31) ending after the date hereof. The provisions of this Section 8.3
shall not be construed to impose any obligation or liability on the Partnerships
to pay any of the principal, premium, if any, or interest in respect of the
Lessor Notes or the Certificates.

        Section 8.4. Reports by the Pass Through Trustee. At any time that the
Certificates shall be subject to the Trust Indenture Act, the Pass Through
Trustee shall transmit, on or before May 15 of each year, reports with respect
to events described in Section 313(a) of the Trust Indenture Act in accordance
with and to the extent required under Section 313(a) of the Trust Indenture Act.
Additionally, the Pass Through Trustee shall comply with the reporting
requirements imposed under Treasury Regulation 1.67.

SECTION 9. SUPPLEMENTAL TRUST AGREEMENTS

        Section 9.1. Supplemental Trust Agreement Without Consent of
Certificateholders. Without the consent of the Holder of any Certificates, the
Partnerships may, and the Pass Through Trustee (subject to Section 9.3) shall,
at any time and from time to time enter into one


                                       41
<PAGE>   43

or more agreements supplemental hereto, in form satisfactory to the Pass Through
Trustee, for any of the following purposes:

               (1)    to evidence the succession of another corporation to
        either Partnership and the assumption by any such successor of the
        obligations of such Partnership herein contained;

               (2)    to add to the covenants of the Partnerships, for the
        protection of the Holders of the Certificates;

               (3)    to surrender any right or power herein conferred upon the
        Partnerships;

               (4)    to cure any ambiguity, to correct or supplement any
        provision herein which may be defective or inconsistent with any other
        provision herein or to make any other provisions with respect to matters
        or questions arising under this Pass Through Trust Agreement; provided
        that any such action will not adversely affect in any material respect
        the interests of the Holders of the Certificates;

               (5)    to correct or amplify the description of property that
        constitutes Trust Property or the conveyance of such property to the
        Pass Through Trustee;

               (6)    to evidence and provide for a successor Pass Through
        Trustee;

               (7)    to comply with requirements of the SEC, any applicable
        law, rules or regulations of any exchange or quotation system on which
        the Certificates are listed, or any regulatory body;

               (8)    at any time that the Certificates shall be subject to the
        Trust Indenture Act, to modify, eliminate or add to the provisions of
        this Pass Through Trust Agreement to the extent as shall be necessary to
        qualify or continue the qualification of this Pass Through Trust
        Agreement (including any supplemental agreement) under the Trust
        Indenture Act or under any similar Federal statute hereafter enacted, or
        to add to this Pass Through Trust Agreement such other provisions as may
        be expressly permitted by the Trust Indenture Act, excluding, however,
        the provisions referred to in Section 316(a)(2) of the Trust Indenture
        Act as in effect at the date as of which this instrument was executed or
        any corresponding provision in any similar Federal statute hereafter
        enacted;

               (9)    to modify, amend or supplement any provision herein to
        reflect changes relating to the assumption and substitution of any
        Lessor Note pursuant to Section 2.10(b) of the Collateral Trust
        Indenture; or

               (10)   to add, eliminate, or change any provision under this Pass
        Through Trust Agreement that will not adversely affect the interests of
        the Certificateholders in any material respect.

provided that in each case the Pass Through Trustee shall have received an
opinion of counsel, which may be counsel to the Partnerships, to the effect that
such supplemental agreement does not cause the Pass Through Trust to become
taxable as an "association" within the meaning of


                                       42
<PAGE>   44

Treasury Regulation Section 301.7701-4 or to be taxable as other than a pass
through entity for Federal income tax purposes.

        Section 9.2. Supplemental Trust Agreements with Consent of
Certificateholders. With the consent of the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
of the Fractional Undivided Interests evidenced by all Certificates at the time
Outstanding (determined as provided in Section 1.4(c) hereof), by Act of said
Holders delivered to the Partnerships and the Pass Through Trustee, the
Partnerships may (with the consent of the Owner Lessor, such consent not to be
unreasonably withheld), and the Pass Through Trustee (subject to Section 9.3
hereof) shall, enter into an agreement or agreements supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Pass Through Trust Agreement or of modifying in any
manner the rights and obligations of the Holders of the Certificates under this
Pass Through Trust Agreement; provided, however, that no such supplemental
agreement shall, without the consent of the Holder of each Outstanding
Certificate affected thereby:

               (1)    reduce in any manner the amount of, or delay the timing
        of, any receipt by the Pass Through Trustee of payments on the Lessor
        Notes held in the Pass Through Trust, or distributions that are required
        to be made herein on any Certificate of such Pass Through Trust, or
        change any date of payment on any such Certificate, or change the place
        of payment where, or the coin or currency in which, any such Certificate
        is payable, or impair the right of any Holder of any such Certificate to
        institute suit for the enforcement of any such payment or distribution
        on or after the Distribution Date or Special Distribution Date
        applicable thereto; or

               (2)    except as provided in this Pass Through Trust Agreement,
        permit the disposition of any Lessor Note in the Trust Property, or
        permit the creation of any lien on the Trust Property, or otherwise
        deprive any Certificateholder of the benefit of the ownership of the
        Lessor Notes held in the Pass Through Trust or the lien of the
        Collateral Trust Indenture; or

               (3)    reduce the percentage of the aggregate Fractional
        Undivided Interests which is required to approve any such supplemental
        agreement, or reduce such percentage required for any waiver provided
        for in this Pass Through Trust Agreement.

Notwithstanding the foregoing, no such supplemental agreement shall be entered
into unless the Pass Through Trustee shall have received an opinion of counsel,
which may be counsel to the Partnerships or either of them, to the effect that
such supplemental agreement does not cause the Pass Through Trust to become
taxable as an "association", within the meaning of Treasury Regulation Section
301.7701-4 or to be taxable as other than a pass through entity for Federal
income tax purposes.

               It shall not be necessary for any Act of Certificateholders under
this Section 9.2 to approve the particular form of any proposed supplemental
agreement, but it shall be sufficient if such Act shall approve the substance
thereof.


                                       43
<PAGE>   45

        Section 9.3. Documents Affecting Immunity or Indemnity. If in the
opinion of the Pass Through Trustee any document required to be executed by it
pursuant to the terms of Section 9.1 or 9.2 affects any interest, right, duty,
immunity or indemnity in favor of the Pass Through Trustee under this Pass
Through Trust Agreement, the Pass Through Trustee may in its discretion decline
to execute such document.

        Section 9.4. Execution of Supplemental Trust Agreements. In executing,
or accepting the additional trusts created by, any supplemental agreement
permitted by this Section 9 or the modification thereby of the trusts created by
this Pass Through Trust Agreement, the Pass Through Trustee shall be entitled to
receive, and (subject to Section 7.1) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental agreement
is authorized or permitted by this Pass Through Trust Agreement.

        Section 9.5. Effect of Supplemental Trust Agreements. Upon the execution
of any supplemental agreement under this Section 9, this Pass Through Trust
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Pass Through Trust Agreement for all
purposes; and every Holder of Certificates theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

        Section 9.6. Reference in Certificates to Supplemental Trust Agreements.
Certificates authenticated and delivered after the execution of any supplemental
agreement pursuant to this Section 9 may bear a notation in form approved by the
Pass Through Trustee as to any matter provided for in such supplemental
agreement; and, in such case, suitable notation may be made upon Outstanding
Certificates after proper presentation and demand.

        Section 9.7. Conformity with Trust Indenture Act. Every supplemental
agreement under this Section 9 executed at a time that the Certificates shall be
subject to the Trust Indenture Act, shall conform to requirements of the Trust
Indenture Act as in effect on the date such supplemental agreement is executed.

SECTION 10. AMENDMENTS AND CONSENTS TO COLLATERAL TRUST INDENTURE AND OTHER
            LESSOR NOTE DOCUMENTS

               (a)    In the event that the Pass Through Trustee, as holder of
any Lessor Note in trust for the benefit of the Certificateholders, receives a
request for a consent to any amendment, modification, waiver or supplement under
the Collateral Trust Indenture or other Lessor Note Document that requires the
consent of the holder of such Lessor Note, the Pass Through Trustee shall
forthwith send a notice of such proposed amendment, modification, waiver or
supplement to each Certificateholder registered on the Register as of such date.
Any such notice shall describe the proposed amendment, modification, waiver or
supplement (or attach a copy thereof). The Pass Through Trustee shall request
from the Certificateholders Directions as to (i) whether or not to direct the
applicable Indenture Trustee to take or refrain from taking any action which a
holder of such Lessor Note has the option to direct, (ii) whether or not to give
or execute any waivers, consents, amendments, modifications or supplements as a
holder of such Lessor Note and (iii) how to vote any Lessor Note if a vote has
been called for with respect thereto. Any such request shall specify a date by
which Certificateholders are requested to respond. Provided such a request for
Certificateholder Direction shall have been made, in


                                       44
<PAGE>   46

directing any action or casting any vote or giving any consent as the holder of
any Lessor Note, the Pass Through Trustee shall vote or consent with respect to
such Lessor Note in the same proportion as the Certificates were actually voted
by Acts of Holders delivered to the Pass Through Trustee at least two Business
Days prior to the date the Pass Through Trustee directs such action or casts
such vote or gives such consent. Notwithstanding the foregoing, but subject to
Section 6.4, in the case that an Event of Default hereunder shall have occurred
and be continuing, the Pass Through Trustee may, in its own discretion and at
its own direction, consent and notify the applicable Indenture Trustee of such
consent to any amendment, modification, waiver or supplement under the
Collateral Trust Indenture or other Lessor Note Document.

               (b)    With respect to consents, approvals, waivers and
authorizations which under the terms of Section 8 of the Collateral Trust
Indenture may be given by the Indenture Trustee without the necessity of the
consent of any of the holders of Lessor Notes, no consent, approval, waiver or
authorization shall be required hereunder on the part of the Pass Through
Trustee or the Certificateholders.

               (c)    Neither the Pass Through Trustee nor any Certificateholder
shall have any obligation to purchase any Additional Lessor Notes issued under
the Collateral Trust Indenture.

SECTION 11. TERMINATION OF PASS THROUGH TRUST

        Section 11.1. Termination of the Pass Through Trust. The respective
obligations and responsibilities of the Partnerships and the Pass Through
Trustee created hereby and the Pass Through Trust created hereby shall terminate
upon the distribution to all Certificateholders of all amounts required to be
distributed to them pursuant to this Pass Through Trust Agreement and the
disposition of all property held as part of the Trust Property; provided,
however, that if and to the extent that any of the options, rights and
privileges granted under this Pass Through Trust Agreement, would, in the
absence of the limitation imposed by this sentence, be invalid or unenforceable
as being in violation of the rule against perpetuities or any other rule or law
relating to the vesting of interest in property or the suspension of the power
of alienation of property, then it is agreed that notwithstanding any other
provision of this Pass Through Trust Agreement, such options, rights and
privileges, subject to the respective conditions hereof governing the exercise
of such options, rights and privileges, will be exercisable only during (a) the
longer of (i) a period which will end twenty-one (21) years after the death of
the last survivor of the descendants living on the date of the execution of this
Pass Through Trust Agreement of the following Presidents of the United States:
Franklin D. Roosevelt, Harry S. Truman, Dwight D. Eisenhower, John F. Kennedy,
Lyndon B. Johnson, Richard M. Nixon, Gerald R. Ford, James E. Carter, Ronald W.
Reagan, George H.W. Bush and William J. Clinton or (ii) the period provided
under the Uniform Statutory Rule Against Perpetuities or (b) the specific
applicable period of time expressed in this Pass Through Trust Agreement,
whichever of (a) or (b) is shorter.

               Notice of any termination, specifying the Distribution Date (or
Special Distribution Date, as the case may be) upon which the Certificateholders
may surrender their Certificates to the Pass Through Trustee for payment of the
final distribution and cancellation, shall be mailed promptly by the Pass
Through Trustee to Certificateholders not earlier than the 60th day and not
later than the 20th day next preceding such final distribution specifying (A)
the


                                       45
<PAGE>   47

Distribution Date (or Special Distribution Date, as the case may be) upon which
final payment of the Certificates will be made upon presentation and surrender
of Certificates at the office or agency of the Pass Through Trustee therein
specified, (B) the amount of any such final payment, and (C) that the Record
Date otherwise applicable to such Distribution Date (or Special Distribution
Date, as the case may be) is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of the
Pass Through Trustee therein specified. The Pass Through Trustee shall give such
notice to the Registrar at the time such notice is given to Certificateholders.
Upon presentation and surrender of the Certificates, the Pass Through Trustee
shall cause to be distributed to Certificateholders amounts distributable on
such Distribution Date or Special Distribution Date, as the case may be,
pursuant to Section 4.2 hereof.

               In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Pass Through Trustee shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. In the event that any money held by the Pass Through Trustee
for the payment of distributions on the Certificates shall remain unclaimed for
two years (or such lesser time as the Pass Through Trustee shall be satisfied,
after sixty days' written notice from the Partnerships, is one month prior to
the escheat period provided under applicable law) after the final distribution
date with respect thereto, the Pass Through Trustee shall pay to each Indenture
Trustee the appropriate amount of money relating to such Indenture Trustee and
shall give written notice thereof to the Owner Lessor, the Owner Participant and
the Partnerships.

SECTION 12. MISCELLANEOUS PROVISIONS

        Section 12.1. Amendments and Waivers. No term, covenant, agreement or
condition of this Pass Through Trust Agreement may be terminated, amended or
compliance therewith waived (either generally or in a particular instance,
retroactively or prospectively) except by an instrument or instruments in
writing executed by each party hereto.

        Section 12.2. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this Pass
Through Trust Agreement or the Pass Through Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Pass Through Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

        Section 12.3. Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the Pass
Through Trust, the Fractional Undivided Interests represented by the
Certificates shall be nonassessable for any losses or expenses of the Pass
Through Trust or for any reason whatsoever, and Certificates upon authentication
thereof by the Pass Through Trustee pursuant to Section 3.2 hereof are and shall
be deemed fully paid. No Certificateholder shall have any right (except as
expressly provided herein) to vote or in any manner otherwise control the
operation and management of the Trust Property, the Pass Through Trust
established hereunder, or the obligations of the parties hereto, nor shall
anything set forth


                                       46
<PAGE>   48

herein, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association.

        Section 12.4. Notices, etc. to Partnerships and Pass Through Trustee.
Unless otherwise expressly specified or permitted by the terms hereof, all
communications and notices provided for herein to a party hereto shall be in
writing or by a telecommunications device capable of creating a written record,
and any such notice shall become effective (a) upon personal delivery thereof,
including by overnight mail or courier service, (b) in the case of notice by
United States mail, certified or registered, postage prepaid, return receipt
requested, upon receipt thereof, or (c) in the case of notice by such a
telecommunications device, upon transmission thereof, provided such transmission
is promptly confirmed by either of the methods set forth in clauses (a) or (b)
above, in each case addressed to such party and copy party at its address set
forth below or at such other address as such party or copy party may from time
to time designate by written notice to the other party:

               If to Tiverton:

                      c/o Calpine Corporation
                      50 West San Fernando Street, 5th Floor
                      San Jose, California 95113
                      Telephone No.: (408) 995-5115
                      Facsimile No.: (408) 995-0505
                      Attention: Asset Manager and General Counsel

                      c/o Calpine Corporation
                      The Pilot House, 2nd Floor
                      Lewis Wharf
                      Boston, Massachusetts 02110
                      Telephone No.: (617) 723-7200
                      Facsimile No.: (617) 723-7635

               If to Rumford:

                      c/o Calpine Corporation
                      50 West San Fernando Street, 5th Floor
                      San Jose, California 95113
                      Telephone No.: (408) 995-5115
                      Facsimile No.: (408) 995-0505
                      Attention: Asset Manager and General Counsel

                      c/o Calpine Corporation
                      The Pilot House, 2nd Floor
                      Lewis Wharf
                      Boston, Massachusetts 02110
                      Telephone No.: (617) 723-7200
                      Facsimile No.: (617) 723-7635


                                       47
<PAGE>   49

               If to the Pass Through Trustee:

                      State Street Bank and Trust Company of Connecticut,
                      National Association
                      225 Asylum Street, Goodwin Square
                      Hartford, Connecticut 06103
                      Telephone No.: (860) 244-1822
                      Facsimile No.: (860) 244-1889
                      Attention: Corporate Trust Department

               With a Copy to:

                      State Street Bank and Trust Company of California,
                      National Association
                      633 West 5th Street, 12th Floor
                      Los Angeles, California 90071
                      Telephone No.: (213) 362-7373
                      Facsimile No.: (213) 362-7357
                      Attention: Corporate Trust Department

        Section 12.5. Notices to Holders; Waiver. Except as otherwise expressly
provided herein, where this Pass Through Trust Agreement provides for notice to
Holders of any event, such notice shall be sufficiently given if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at
such Holder's address as it appears in the Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.

               In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice to
Holders, then such notification as shall be made by overnight courier, or in any
other manner acceptable to the Pass Through Trustee, shall constitute a
sufficient notification for every purpose hereunder.

               Where this Pass Through Trust Agreement provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Pass Through Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

               In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
any other Holder, and any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given.


                                       48
<PAGE>   50

        Section 12.6. Successors and Assigns.

               (a)    This Pass Through Trust Agreement shall be binding upon
and shall inure to the benefit of, and shall be enforceable by, the parties
hereto and their respective successors and assigns as permitted by and in
accordance with the terms hereof.

               (b)    Except as expressly provided herein or in the other
Operative Documents, no party hereto may assign its interests or transfer its
obligations herein without the consent of the other parties hereto.

        Section 12.7. Business Day. In any case where any Distribution Date or
Special Distribution Date relating to any Certificate is not a Business Day,
then (notwithstanding any other provision of this Pass Through Trust Agreement)
the payment otherwise payable on such date shall be payable on the next
succeeding Business Day with the same force and effect as if made on such
Distribution Date or Special Distribution Date and, provided that such payment
is made on such succeeding Business Day, no interest shall accrue on the amount
of such payment from and after such scheduled date to the time of such payment
on such next succeeding Business Day.

        Section 12.8. Governing Law. This Pass Through Trust Agreement, the
Certificates and the rights and duties of the parties hereunder and thereunder
shall be in all respects governed by and construed in accordance with the law of
the State of New York, including all matters of construction, validity and
performance (without giving effect to the conflicts of laws provisions thereof,
other than New York General Obligations Law Section 5-1401).

        Section 12.9. Severability. Any provision of this Pass Through Trust
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

        Section 12.10. Benefits of Pass Through Trust Agreement. Nothing in this
Pass Through Trust Agreement or in the Certificates, express or implied, shall
give to any person, other than the Partnerships, the Pass Through Trustee, the
Owner Lessor and each Indenture Trustee, and their respective successors, and
the Holders of Certificates as expressly provided herein, any benefit or any
legal or equitable right, remedy or claim under this Pass Through Trust
Agreement.

        Section 12.11. Counterparts. This Pass Through Trust Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.

        Section 12.12. Headings and Table of Contents. The headings of the
sections of this Pass Through Trust Agreement and the Table of Contents are
inserted for purposes of convenience only and shall not be construed to affect
the meaning or construction of any of the provisions hereof.


                                       49
<PAGE>   51
        Section 12.13. Further Assurances. Each party hereto will promptly and
duly execute and deliver such further documents and assurances for and take such
further action reasonably requested by the other party, all as may be reasonably
necessary to carry out more effectively the intent and purpose of this Pass
Through Trust Agreement.

        Section 12.14. Effectiveness. This Pass Through Trust Agreement has been
dated as of the date first above written for convenience only. This Pass Through
Trust Agreement shall be effective on December 19, 2000, the date of execution
and delivery by the Partnerships and the Pass Through Trustee.

        Section 12.15. Statement of Intent. It is intended that, if the Pass
Through Trust were ever to be classified as a partnership for Federal income tax
purposes, that the Pass Through Trust be excluded from the application of
Subchapter K of the Internal Revenue Code, in accordance with Treasury
Regulation 1.761-2(b)(2)(ii).





                                       50
<PAGE>   52

               IN WITNESS WHEREOF, the Partnerships and the Pass Through Trustee
have caused this Pass Through Trust Agreement to be duly executed and delivered
by their respective officers thereunto duly authorized.


                                        TIVERTON POWER ASSOCIATES
                                        LIMITED PARTNERSHIP


                                        By: /s/ ERIC PRYOR
                                           -------------------------------------
                                           Name: Eric Pryor
                                           Title: Authorized Agent


                                        RUMFORD POWER ASSOCIATES
                                        LIMITED PARTNERSHIP


                                        By: /s/ ERIC PRYOR
                                           -------------------------------------
                                           Name: Eric Pryor
                                           Title: Authorized Agent


                                        STATE STREET BANK AND TRUST COMPANY OF
                                        CONNECTICUT, NATIONAL ASSOCIATION,
                                        as Pass Through Trustee


                                        By: /s/ MARK HENSON
                                           -------------------------------------
                                           Name: Mark Henson
                                           Title: Assistant Vice President


<PAGE>   53


                                                                      SCHEDULE 1


                             Participation Agreement

               The Participation Agreement providing for Lease Transactions to
be financed by the purchase of Lessor Notes hereunder, and the parties thereto,
is as follows: the Participation Agreement, dated as of December 19, 2000, among
(i) Tiverton Power Associates Limited Partnership, a limited partnership
organized under the laws of the State of Rhode Island, (ii) Rumford Power
Associates Limited Partnership, a limited partnership organized under the laws
of the State of Maine, (iii) Calpine Corporation, a Delaware corporation, as
Guarantor, (iv) PMCC Calpine New England Investment LLC, a Delaware limited
liability company, as Owner Lessor, (v) PMCC Calpine NEIM LLC, a Delaware
limited liability company, as the Owner Participant, (vi) State Street Bank and
Trust Company of Connecticut, National Association, a national banking
association organized and existing under the laws of the United States, not in
its individual capacity, except as expressly provided herein, but solely as
Indenture Trustee under the Collateral Trust Indenture, and (vii) State Street
Bank and Trust Company of Connecticut, National Association, a national banking
association organized and existing under the laws of the United States, not in
its individual capacity, but solely as Pass Through Trustee.





                                     SCH 1-1
<PAGE>   54


                                                                       EXHIBIT A


                               FORM OF CERTIFICATE


        THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE "SECURITIES ACT") AND UNDER APPLICABLE STATE SECURITIES LAWS, AND THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CERTIFICATE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.

        THE HOLDER OF THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE ISSUER AND
CALPINE CORPORATION THAT (A) THIS CERTIFICATE MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (i) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (ii) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iv) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE RESALE
RESTRICTION REFERRED TO IN (A) ABOVE.

        [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.]



                                     EXH A-1
<PAGE>   55


                  TIVERTON AND RUMFORD 2000 PASS THROUGH TRUST

                               9.00% Pass Through
                                   Certificate

                                CUSIP: _________

                     Final Distribution Date: July 15, 2018

               evidencing a fractional undivided interest in a trust,
               the property of which includes certain notes secured
               by certain property leased to Tiverton Power
               Associates Limited Partnership and Rumford Power
               Associates Limited Partnership

Certificate No. __                    $[_________] Fractional Undivided Interest

               THIS CERTIFIES THAT Cede & Co., as nominee of The Depository
Trust Company, for value received, is the registered owner of a $______________
(__________ dollars) Fractional Undivided Interest in the Tiverton and Rumford
2000 Pass Through Trust (the "Pass Through Trust") created pursuant to a Pass
Through Trust Agreement, dated as of December 19, 2000 (the "Agreement") between
Tiverton Power Associates Limited Partnership, a Rhode Island limited
partnership ("Tiverton"), Rumford Power Associates Limited Partnership, a Maine
limited partnership (together with Tiverton, the "Partnerships"), and State
Street Bank and Trust Company of Connecticut, National Association, as trustee
(the "Pass Through Trustee"), a summary of certain of the pertinent provisions
of which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is one of the duly authorized Certificates
designated as "9.00% Pass Through Certificates" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. The property of the Pass Through Trust includes certain Lessor
Notes (the "Trust Property"). The Lessor Notes are secured by a security
interest in certain undivided interests in the Facility, and liability
thereunder is limited to the income and proceeds of such security.

               Subject to and in accordance with the terms of the Agreement,
from funds then available to the Pass Through Trustee, there will be distributed
on each January 15 and July 15 (a "Distribution Date"), commencing on July 15,
2001, to the person in whose name this Certificate is registered at the close of
business on the day of the month which is fifteen days preceding the
Distribution Date, an amount in respect of the Scheduled Payments on the Lessor
Notes due on such Distribution Date, the receipt of which has been confirmed by
the Pass Through Trustee, equal to the product of the percentage interest in the
Pass Through Trust evidenced by this


                                     EXH A-2
<PAGE>   56

Certificate and an amount equal to the sum of such Scheduled Payments. Subject
to and in accordance with the terms of the Agreement, in the event that Special
Payments on the Lessor Notes are received by the Pass Through Trustee, from
funds then available to the Pass Through Trustee, there shall be distributed on
the applicable Special Distribution Date, to the Person in whose name this
Certificate is registered at the close of business on the day of the month which
is fifteen days preceding the Special Distribution Date, an amount in respect of
such Special Payments on the Lessor Notes, the receipt of which has been
confirmed by the Pass Through Trustee, equal to the product of the percentage
interest in the Pass Through Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. The Special Distribution
Date shall be determined as provided in the Agreement. If a Distribution Date or
Special Distribution Date is not a Business Day, distribution shall be made on
the immediately following Business Day. The Pass Through Trustee shall mail
notice of each Special Payment and the Special Distribution Date therefor to the
Holders of the Certificates.

               Distributions on this Certificate will be made by the Pass
Through Trustee (i) if (A) The Depository Trust Company ("DTC"), or its nominee,
is the Certificateholder of record of this Certificate, or (B) a
Certificateholder holds a Certificate or Certificates in an aggregate amount
greater than $10,000,000, or (C) a Certificateholder holds a Certificate or
Certificates in an aggregate amount greater than $1,000,000 and so requests to
the Pass Through Trustee, by wire transfer in immediately available funds to an
account maintained by such Certificateholder with a bank, or (ii) if none of the
above apply, by check mailed to such Certificateholder at the address appearing
in the Register, without the presentation or surrender of this Certificate or
the making of any notation hereon. Except as otherwise provided in the Agreement
and notwithstanding the above, the final distribution on this Certificate will
be made after notice mailed by the Pass Through Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency of the Pass Through Trustee specified in such notice.

               Unless this Certificate is presented by an authorized
representative of DTC to the Partnerships or their agent for registration of
transfer, exchange or payment, and any Certificate issued is registered in the
name of Cede & Co., or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co., or to such other
entity as is 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 in as much as the registered owner hereof, Cede & Co., has an interest
herein.

               Each Person who acquires or accepts this Certificate or an
interest herein will be deemed by such acquisition or acceptance to have
represented and warranted that either: (i) no Plan assets have been used to
purchase this Certificate or an interest herein or (ii) the purchase and holding
of this Certificate or interest herein are either exempt from the prohibited
transaction restrictions of ERISA and the Code pursuant to one or more
prohibited transaction statutory or administrative exemptions or do not
constitute a prohibited transaction under such restrictions of ERISA and the
Code.


                                     EXH A-3
<PAGE>   57

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

               Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been executed
by the Pass Through Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.







                                     EXH A-4
<PAGE>   58

               IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Certificate to be duly executed.


                                        TIVERTON AND RUMFORD 2000 PASS
                                        THROUGH TRUST


                                        By: STATE STREET BANK AND TRUST
                                            COMPANY OF CONNECTICUT,
                                            NATIONAL ASSOCIATION,
                                            as Pass Through Trustee


                                          By: _________________________________
                                              Name:
                                              Title:





                                     EXH A-5
<PAGE>   59


                            [Reverse Of Certificate]

               The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Partnerships, the Pass Through
Company or the Pass Through Trustee or any affiliate thereof. The Certificates
are limited in right of payment, all as more specifically set forth in the
Agreement. All payments or distributions made to Certificateholders under the
Agreement shall be made only from the Trust Property and only to the extent that
the Pass Through Trustee shall have received sufficient income or proceeds from
the Trust Property to make such payments in accordance with the terms of the
Agreement. Each Holder of this Certificate, by its acceptance hereof, agrees
that it will look solely to the income and proceeds from the Trust Property to
the extent available for distribution to such Holder as provided in the
Agreement. This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby.
A copy of the Agreement may be examined during normal business hours at the
principal office of the Pass Through Trustee, and at such other places, if any,
designated by the Pass Through Trustee, by any Certificateholder upon request.

               The Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Partnerships and the rights of the Certificateholders under the Agreement at any
time by the Partnerships and the Pass Through Trustee with the consent of the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than a majority in interest of the Fractional Undivided Interests
evidenced by all Certificates at the time Outstanding. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

               As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Pass Through Trustee in its capacity as
Registrar, or by any successor Registrar, in the Borough of Manhattan, the City
of New York, duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same aggregate Fractional Undivided Interest in the Pass Through Trust will
be issued to the designated transferee or transferees.

               The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $100,000 Fractional Undivided
Interest and any integral multiples of $1,000 in excess thereof. As provided in
the Agreement and subject to certain limitations therein


                                     EXH A-6
<PAGE>   60

set forth, Certificates are exchangeable for new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Pass Through Trust, as requested by the Holder surrendering the same.

               No service charge will be made for any such registration of
transfer or exchange, but the Pass Through Trustee shall require payment of an
amount sufficient to cover any tax or charge payable in connection therewith.

               The Pass Through Trustee, the Partnerships, the Owner Lessor, the
Registrar and any agent of the Pass Through Trustee or the Registrar may treat
the person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Pass Through Trustee, the Partnerships, the Owner
Lessor, the Registrar nor any such agent shall be affected by any notice to the
contrary.

The obligations and responsibilities created by the Agreement and the Pass
Through Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.





                                     EXH A-7
<PAGE>   61


                                                                       EXHIBIT B

          FORM OF PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                                December 19, 2000


State Street Bank and Trust Company of Connecticut, National Association
225 Asylum Street
Goodwin Square
Hartford, Connecticut 06103


Re:  Preparation and Registration of Lessor Notes


Ladies and Gentlemen:


               Reference is made to the $366,000,000 in aggregate principal
amount of the 9.00% Pass Through Certificates due July 15, 2018 (the "Pass
Through Certificates") of the Tiverton and Rumford 2000 Pass Through Trust
representing undivided beneficial interests in $366,000,000 aggregate principal
amount of secured lease obligation notes (the "Lessor Notes") of PMCC Calpine
New England Investment LLC, a Delaware limited liability company (the "Owner
Lessor"), issued pursuant to the Indenture of Trust, Mortgage and Security
Agreement, dated as of December 19, 2000, between the Owner Lessor and State
Street Bank and Trust Company of Connecticut, National Association, as Indenture
Trustee, comprising $190,000,000 aggregate principal amount of Lessor Notes
relating to the Tiverton Generating Station and $176,000,000 aggregate principal
amount of Lessor Notes relating to the Rumford Generating Station.

               You are hereby directed to have the Lessor Notes prepared and
registered in the name of State Street Bank and Trust Company of Connecticut,
National Association, as Pass Through Trustee (the "Pass Through Trustee") under
the Pass Through Trust Agreement, dated as of December 19, 2000, among Tiverton
Power Associates Limited Partnership, a Rhode Island limited partnership,
Rumford Power Associates Limited Partnership, a Maine limited partnership, and
the Pass Through Trustee, and to have the Lessor Notes delivered to the Pass
Through Trustee at 9:00 a.m., Eastern Standard Time, on December 19, 2000.



                                     EXH B-1

<PAGE>   62

                            [CONTINUED ON NEXT PAGE]










                                     EXH B-2
<PAGE>   63


                                        Very truly yours,

                                        PMCC Calpine New England Investment LLC

                                        By  PMCC Calpine NEIM LLC,
                                            its Sole Member


                                            By: ________________________________
                                                Name:
                                                Title:




                                     EXH B-3
<PAGE>   64

                                                                       EXHIBIT C

                          FORM OF TRANSFER CERTIFICATE

                                   CERTIFICATE

                  TIVERTON AND RUMFORD 2000 PASS THROUGH TRUST

                            PASS THROUGH CERTIFICATES

               This is to certify that as of the date hereof with respect to
$__________ (__________ dollars) Fractional Undivided Interest of the
above-captioned securities presented or surrendered on the date hereof (the
"Surrendered Certificates") for registration of transfer, or for exchange where
the securities issuable upon such exchange are to be registered in a name other
than that of the undersigned Holder (each such transaction being a "transfer"),
the undersigned Holder (as defined in the Pass Through Trust Agreement)
certifies that the transfer of Surrendered Certificates associated with such
transfer complies with the restrictive legend set forth on the face of the
Surrendered Certificates for the reason checked below:

[ ] Transfer to Tiverton and Rumford    [ ] Transfer outside the United States
    2000 Pass Through Trust                 in compliance with Rule 904 of the
                                            Securities Act.

[ ] Transfer inside the United States   [ ] Transfer inside the United States
    to a Qualified Institutional Buyer      to an Institutional Accredited
    in compliance with Rule 144A under      Investor that has previously
    the Securities Act.                     furnished to the Pass Through
                                            Trustee a signed letter containing
[ ] Transfer pursuant to an exemption       certain representations and
    from registration provided by Rule      agreements relating to restrictions
    144 under the Securities Act (if        on transfer and if such transfer is
    available).                             in respect of an aggregate
                                            Fractional Undivided Interest of
                                            less than $100,000, an opinion of
                                            counsel acceptable to the
                                            Partnerships that such transfer is
                                            in compliance with the Securities
                                            Act.


                                [Name of Holder]

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

Dated: _____________, _____*

*To be dated the date of presentation or surrender



                                     EXH C-1
<PAGE>   65

                                                                       EXHIBIT D


             FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS

Tiverton Power Associates Limited Partnership/
Rumford Power Associates Limited Partnership
c/o Calpine Corporation
50 West San Fernando Street
San Jose, California 95113

Credit Suisse First Boston Corporation
  As Representative of the
  Several Initial Purchasers
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629

Dear Sirs and Madams,

               We are delivering this letter in connection with an offering of
Pass Through Certificates (the "Securities") evidencing a fractional interest in
a pass through trust, the property of which consists of certain notes secured by
certain property leased by Tiverton Power Associates Limited Partnership, a
Rhode Island limited partnership, and Rumford Power Associates Limited
Partnership, a Maine limited partnership (the "Lessees"), the obligations of the
Lessees under the leases and the related lease documents being guaranteed by
Calpine Corporation, a Delaware Corporation (the "Company"), all as described in
the Confidential Offering Circular (the "Offering Circular") relating to the
offering.

               We hereby confirm that:

               (i) we are an "accredited investor" within the meaning of Rule
        501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
        "Securities Act"), or an entity in which all of the equity owners are
        accredited investors within the meaning of Rule 501 (a) (1), (2) or (3)
        under the Securities Act (an "Institutional Accredited Investor");

               (ii) (A) any purchase of the Securities by us will be for our own
        account or for the account of one or more other Institutional Accredited
        Investors or as fiduciary for the account of one or more trusts, each of
        which is an "accredited investor" within the meaning of Rule 501 (a) (7)
        under the Securities Act and for each of which we exercise sole
        investment discretion or (B) we are a "bank," within the meaning of
        Section 3(a) (2) of the Securities Act, or a "savings and loan
        association" or other institution described in Section 3(a) (5) (A) of
        the Securities Act that is acquiring the Securities as fiduciary for the
        account of one or more institutions for which we exercise sole
        investment discretion;


                                     EXH. D-1
<PAGE>   66

               (iii) in the event that we purchase any of the Securities, we
        will acquire Securities having a minimum purchase price of not less than
        $100,000 for our own account or for any separate account for which we
        are acting;

               (iv) we have such knowledge and experience in financial and
        business matters that we are capable of evaluating the merits and risks
        of purchasing the Securities;

               (v) we are not acquiring the Securities with a view to
        distribution thereof or with any present intention of offering or
        selling any of the Securities, except inside the United States in
        accordance with Rule l44A under the Securities Act or outside the United
        States in accordance with Regulation S under the Securities Act, as
        provided below; provided that the disposition of our property and the
        property of any accounts for which we are acting as fiduciary shall
        remain at all times within our control; and

               (vi) we have received a copy of the Offering Circular relating to
        the offering of the Securities and acknowledge that we have had access
        to such financial and other information, and have been afforded the
        opportunity to ask such questions of representatives of the Lessees and
        the Company and receive answers thereto, as we deem necessary in
        connection with our decision to purchase the Securities.

               We understand that the Securities are being offered in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the Securities have not been and will
not be registered under the Securities Act, and we agree, on our own behalf and
on behalf of each account for which we acquire any Securities, that if in the
future we decide to resell, pledge or otherwise transfer such Securities, such
Securities may be offered, resold, pledged or otherwise transferred only (i) in
the United States to a person who we reasonably believe is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) in a
transaction meeting the requirements of Rule 144A, (ii) outside the United
States in a transaction in accordance with Rule 904 under the Securities Act,
(iii) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 thereunder (if available) or (iv) pursuant to an effective
registration statement under the Securities Act, in each of cases (i) through
(iv), in accordance with any applicable securities laws of any State of the
United States or any other applicable jurisdiction. We understand that the
registrar and transfer agent for the Securities will not be required to accept
for registration of transfer any Securities acquired by us, except upon
presentation of evidence satisfactory to the Lessees and the Company and the
transfer agent that the foregoing restrictions on transfer have been complied
with. We further understand that any Securities acquired by us will be in the
form of definitive physical certificates and that such certificates will bear a
legend reflecting the substance of this paragraph.

               We acknowledge that you, the Lessees, the Company and others will
rely upon our confirmations, acknowledgements and agreements set forth herein,
and we agree to notify you promptly in writing if any of our representations or
warranties herein ceases to be accurate and complete.


                                     EXH. D-2
<PAGE>   67


               THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.



Date:_________________                  ________________________________________
                                                  (Name of Purchaser)


                                        By:_____________________________________
                                           Name:

                                           Title:




                                     EXH. D-3

