LOAN AND TRUST AGREEMENT

Exhibit 4.18

Execution Copy

among

POLK COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

and

TAMPA ELECTRIC COMPANY

and

THE BANK OF NEW YORK, as Trustee

Dated as of December 1, 1996

And Providing for the Issue of

$75,000,000

Polk County Industrial Development Authority
Solid Waste Disposal Facility Revenue Bonds
(Tampa Electric Company Project),
Series 1996

TABLE OF CONTENTS

Page

ARTICLE I: INTRODUCTION AND DEFINITIONS . . . . . . . . . . . . 1
Section 101. Description of the Agreement and the Parties 1
Section 102. Definitions . . . . . . . . . . . . . . . . 1

ARTICLE II: THE ASSIGNMENT AND PLEDGE. . . . . . . . . . . . . . . . 8
Section 201. The Assignment and Pledge of Revenues and
Fund 8
Section 202. Creation of Subordinated Security Interest 8
Section 203. Pledge of First Mortgage Bonds . . . . . . 9
Section 204. Further Assurances. . . . . . . . . . . . 9
Section 205. Defeasance . . . . . . . . . . . . . . . . 9
Section 206. Termination of Subordinated Security
Interest 10
Section 207. Release of First Mortgage Bonds . . . . . . 10

ARTICLE III: THE BORROWING . . . . . . . . . . . . . . . . . . . . . 11
Section 301. The Bonds . . . . . . . . . . . . . . . . . 11
(a) Details of the Bonds . . . . . . . . . 11
(b) Form of Bonds . . . . . . . . . . . . . 12
(c) Registration of Bonds in the Book-Entry
Only System . . 12
(d) Interest on the Bonds . . . . . . . . . 15
(e) Daily Interest Rate . . . . . . . . . . 15
(i) Determination of Daily
Interest Rate . . . . . . 15
(ii) Adjustment to Daily Interest
Rate . . . . . . . . 16
(iii) Notice of Adjustment to
Daily Interest Rate 16
(f) Weekly Interest Rate . . . . . . . . . 17
(i) Determination of Weekly
Interest 17
(ii) Adjustment to Weekly
Interest Rate . . . . . . .18
(iii) Notice of Adjustment to
Weekly Interest Rate Period 18
(g) Short-Term Interest Rate . . . . . . . 19
(i) Determination of Short-Term
Segments and Short-Term \
Interest Rates 19
(ii) Adjustment to Short-Term
Interest Rates . . . . . 20
(iii) Notice of Adjustment to
Short-Term Interest Rate
Period . 20
(iv) Adjustment from Short-Term
Interest Rate Period . 21
(h) Long-Term Interest Rate . . . . . . . . 22
(i) Determination of Long-Term
Interest Rate . . . . . 22
(ii) Adjustment to or
Continuation of Long-Term
Interest Rate . . . . . . . 22
(iii) Notice of Adjustment to or
Continuation of Long-Term
Interest Rate Period . 23
(i) (Reserved) . . . . . . . . . . . . 24
(j) Determinations of Remarketing Agent
Binding . . . . . . 24
(k) Failure to Adjust Interest Rate 24
Section 302. Purchase of Bonds . . . . . . . . . 25
(a) Daily Interest Rate Period . . 25
(b) Weekly Interest Rate Period . . 25
(c) On Day Next Succeeding the Last
Day of Each Short-Term Segment or
Long-Term Interest Rate Period . . . 26

(d) On Day Next Succeeding Last Day of Each
Short-Term Interest Rate Period 26
(e) Irrevocable Notice or Failure to
Give Notice Deemed to be Tender of Bond 27
(f) Purchase of Bonds Delivered to
Remarketing Agent . . . 27
(g) Purchase of Bonds Delivered to the
Tender Agent . . . . 27
(h) Duty of Paying Agent to Hold Purchase
Price for Bondowner . 28
(i) Duty of Remarketing Agent to Hold
Purchase Price for Bondowner . 28
(j) Delivery of Purchased Bonds . 28
Section 303. Redemption of the Bonds . . . . . 29
(a) Optional Redemption . . . . . 29
(i) During a Daily or Weekly
Interest Rate Period . . 29
(ii) During a Short-Term
Interest Rate Period 29
(iii)During a Long-Term
Interest Rate Period 29
(b) Mandatory Redemption on First Day of
Certain Interest Rate Periods 30
(c) Mandatory Redemption of Bonds Not
in Authorized Denominations . 30
(d) Redemption Price with Respect to
Certain Redemptions . 31
(e) Special Mandatory Redemption Upon
Taxability . . . . . 31
(f) Extraordinary Optional Redemption . . 31
(g) Payment of Redemption Price and Accrued
Interest . . . 33
(h) Waiver of Redemption by Bondowner . . . 33
(i) Notice of Redemption . . . . . . . 33
(j) Partial Redemption of Bonds . . . . 34
(k) Purchase by Company In Lieu of
Redemption . . . . . . . 34
(l) Selection of Bonds for Redemption . . . 35
Section 304. Application of Bond Proceeds . . . . . . . 36
Section 305. Reserved . . . . . . . . . . . . . . . . . 36
Section 306. Debt Service Fund . . . . . . . . . . . . . 36
Section 307. Reserved. . . . . . . . . . . . . . . . . . 37
Section 308. First Mortgage Bond Fund . . . . . . . . . 37
Section 309. Expenses of Issue . . . . . . . . . . . . . 37
Section 310. Application of Moneys . . . . . . . . . . . 37
Section 311. Payments by the Company . . . . . . . . . . 38
(a) Debt Service . . . . . . . . . . . . . 38
(b) Additional Payments . . . . . . . . . . 39
(c) Company's Purchase of Bonds . . . . . . 39
Section 312. Unconditional Obligation . . . . . . . . . 39
Section 313. Remarketing of Bonds Tendered . . . . . . . 39
(a) Notice of Tendered Bonds . . . . . . . 39
(b) Remarketing of Bonds by the
Remarketing Agent . . . 40
(c) Procedure and Sources of Payment 40
(d) No Sales After Events of Default 41
Section 314. Mutilated, Destroyed, Lost or Stolen Bonds 41
Section 315. Temporary Bonds . . . . . . . . . . . . . . 42
Section 316. Cancellation and Destruction of Bonds . . 42
Section 317. Refunding Bonds . . . . . . . . . . . . . . 42
ARTICLE IV: THE PROJECT . . . . . . . . . . . . . . . . . . . . . . 42
Section 401. Construction Fund . . . . . . . . . . . . . 42
Section 402. Payments From Construction Fund . . . . . . 43
Section 403. Items of Cost . . . . . . . . . . . . . . . 43

Section 404. Disbursements . . . . . . . . . . . . . 44
Section 405. Reliance on Requisitions . . . . . . . . . 45
Section 406. Completion of the Project . . . . . . . . . 45
Section 407. Transfer of Money from Fund on Repurchase or
Redemption of Bonds . . . . . . . . . . 46
Section 408. Rebate . . . . . . . . . . . . . . . . . . 47
Section 409. Maintenance and Modifications of Project
by Company . 48
Section 410. Removal of Portions of the Project . . 48
Section 411. Assignment, Leasing and Sale by the Company 48

ARTICLE V: THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . 49
Section 501. Representations by the Company . . . . 49
Section 502. Access to the Project . . . . . . . . 50
Section 503. Company To Maintain Its Corporate Existence;
Conditions Under Which Exceptions Permitted . . . . . . . . 50
Section 504. Indemnification Covenants . . . . . . 50
Section 505. Consent to Assignment of Contract Rights by
the Authority . . . . . . . . . . . . . . . 51
Section 506. Obligations of Company Hereunder
Unconditional. . . . 51
Section 507. Tax Status of Bonds . . . .. . . . 52
Section 508. Continuing Disclosure . . .. . . . . . 52

ARTICLE VI: THE AUTHORITY. . . . . . . . . . . . . 53
Section 601. Representations by the Authority 53
Section 602. No Warranty of Condition or Suitability by the
Authority . . . . . . . . . . . . . . . . . 53
Section 603. Payment of Principal, Premium and Interest 53
Section 604. Authority To Use Best Efforts To Require
Company To Make Payments . . . . . . . . . 53
Section 605. Take Further Action . . . . . . . . . . . . 54
Section 606. No Disposition of Revenues. . . . . . . . . 54
Section 607. No Extensions . . . . . . . . . . . . . . . 54
Section 608. Covenant To Perform Further Acts. . . . . . 54
Section 609. Faithful Performance . . . . . . . . . . . 55

ARTICLE VII: THE TRUSTEE AND PAYING AGENTS;
REMARKETING AGENT; TENDER AGENT; REGISTRAR. . . . . . . . . . . . . . . . 55
Section 701. Conditions of Trust . . . . . . . . . . . . 55
Section 702. Reimbursement of Administrative Expenses . 58
Section 703. Trustee To Give Notice to Bondowners in
Event of Default . . . . . . . . . . . . . 58
Section 704. Trustee's Right To Intervene; First
Mortgage Bonds . 58
Section 705. Successor Trustee Upon Merger, Etc. . . 59
Section 706. Resignation of Trustee. . . . . . . . . 59
Section 707. Removal of Trustee . . . . . . . . . . 60
Section 708. Appointments of Successor Trustee . . . 60
Section 709. Acceptance by Successor Trustee . . . . 61
Section 710. Reliance Upon Instruments . . . . . . . 61
Section 711. Former Trustee No Longer Custodian or
Paying Agent . 61
Section 712. Directions From Company; Company May
Perform . . . . 61
Section 713. Trading in Bonds by Trustee, Tender
Agent, Paying Agent, Registrar or
Remarketing Agent . . . . . . . . . 62
Section 714. Appointment and Duties of Paying Agent 62
Section 715. Qualification of Paying Agent . . . . . 63
Section 716. Appointment and Duties of Tender Agent 64

iii

Section 717. Qualification of Tender Agent . . . 65
Section 718. Appointment and Duties of Remarketing Agent 66
Section 719. Qualifications of Remarketing Agent . . . . 67
Section 720. Appointment and Duties of Registrar . . . 67
Section 721. Qualifications for Registrar . . . . . . 68
Section 722. Entities Serving in More Than One Capacity 69

ARTICLE VIII: SECURITY FOR AND INVESTMENT OF MONEY. . . . . . . . 69
Section 801. All Money Held In Trust . . . . . . . . . 69
Section 802. Permitted Investments . . . . . . . . . . 69
Section 803. Balance After Bonds Have Been Paid . . . 70

ARTICLE IX: DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . 70
Section 901. Events of Default . . . . . . . . . . . . 70
(a) Debt Service on Bonds; Required
Purchase . . . . . . . 70
(b) First Mortgage Bonds . . . . . . . . 70
(c) Other Obligations . . . . . . . . . . 70
(d) Appointment of Receiver . . . . . . . 71
(e) Voluntary Bankruptcy . . . . . . . . 71
(f) Involuntary Bankruptcy . . . . . . . 71
Section 902. Trustee May Institute Suits . . . . . . . 72
Section 903. Remedies on Events of Default . . . . . . 73
Section 904. Bondowners To Direct Trustee . . . . . . 74
Section 905. Receiver for the Revenues of the Authority
From the Project . . . . . . . . . . . . . 74
Section 906. Application of Moneys . . . . . . . . . . . 74
Section 907. Trustee as Representative of the Bondowners 76
Section 908. Enforcement by Bondowners . . . . . . . . . 76
Section 909. Rights To Continue . . . . . . . . . . . . 77
Section 910. Waivers of Default . . . . . . . . . . . . 77
Section 911. Agreement To Pay Attorneys' Fees and
Expenses . 77
Section 912. Remedies in Article IX in Addition to
Remedies in the First Mortgage . . . . . . 78

ARTICLE X: THE BONDOWNERS . . . . . . . . . . . . . . . . . . . . . 78
Section 1001. Action by Bondowners . . . . . . . . . . . 78
Section 1002. Ownership of Bonds . . . . . . . . . . . . 79

ARTICLE XI: SUPPLEMENTAL AGREEMENTS. . . . . . . . . . . . . . . . . 79
Section 1101. Supplemental Agreements Without Consent or
Notice to Bondowners . . . . . . . . . . . 79
Section 1102. Supplemental Agreements With Consent of
Majority of Bondowners . . . . . . . . . 80
Section 1103. Consents by Trustee, Tender Agent, Etc. . 81
Section 1104. Notice of Amendments to Rating Agencies . 81

ARTICLE XII: MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 81
Section 1201. Notices . . . . . . . . . . . . . . . . . 81
Section 1202. Successors and Assigns . . . . . . . . . . 82
Section 1203. Agreement Not for the Benefit of Other
Parties . . . 82
Section 1204. No Recourse Against Authority 82
Section 1205. Payments Due, Conversion Dates or
Notices on Nonbusiness Days . . . . . . 82
Section 1206. Severability . . . . . . . . . . . . . . 83
Section 1207. Counterparts . . . . . . . . . . . . . . 83

Section 1208. Captions . . . . . . . . . . . . . . . 83
Section 1209. Florida Law to Govern . . . . . . . . 83
Section 1210. Time . . . . . . . . . . . . . . . . . . 83

Exhibit A Description of the Project . . . . . . . . . . . . . . 87
Exhibit B Form of Bond . . . . . . . . . . . . . . . . . . . . B-1

ARTICLE I: INTRODUCTION AND DEFINITIONS.

Section 101. Description of the Agreement and the Parties. This LOAN
AND TRUST AGREEMENT (the "Agreement") is entered into as of December 1, 1996,
by the POLK COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, a public body corporate
and politic and a public instrumentality created pursuant to the laws of the
State of Florida (the "Authority"), TAMPA ELECTRIC COMPANY, a Florida
corporation (the "Company") and THE BANK OF NEW YORK, as trustee, a New York
corporation duly organized and existing under the laws of the State of New
York and having its designated corporate trust office in the City of
Jacksonville, Florida, which is authorized under such laws to exercise
corporate trust powers and is subject to examination by federal authorities
(said banking association and any bank or trust company becoming successor
trustee under this Agreement, the "Trustee").

This Agreement provides for the following transactions:

(a) the Authority's issue of the Bonds;

(b) the Authority's loan of the proceeds of the Bonds to the
Company for the purpose of financing the Project;

(c) the Company's repayment of the loan of Bond proceeds from
the Authority through payment to the Trustee or the Paying Agent of all
amounts necessary to pay principal, premium, if any, and interest on the Bonds
issued by the Authority;

(d) the Company's grant of a subordinated security interest in
the Project to secure its obligations under this Agreement; and

(e) the Authority's assignment to the Trustee in trust for the
benefit and security of the Bondowners of the Revenues to be received
hereunder and the rights to receive the same and the security therefor.

In consideration of the mutual agreements contained in this Agreement
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the Authority, the Company and the Trustee agree as set forth
herein for their own benefit and for the benefit of the Bondowners.

Section 102. Definitions. In addition to terms defined elsewhere
herein, the following terms have the following meanings in this Agreement,
unless the context otherwise requires:

"Act" means the Constitution of the State of Florida, Chapter 69-1510,
Laws of Florida, as amended, the Florida Industrial Development Financing Act,
Parts II and III of Chapter 159, Florida Statutes, and other applicable
provisions of law.

"Administrative Expenses" means the direct, out-of-pocket expenses
incurred by the Authority pursuant to this Agreement and reasonable in amount
and the compensation of the Trustee, the Paying Agent, the Registrar, the
Remarketing Agent and the Tender Agent and the direct, out-of-pocket expenses
of the Trustee, including fees and disbursements of its counsel, incurred by
the Trustee and reasonable in amount.

"Authorized Denominations" means with respect to any Long-Term Interest
Rate Period, $5,000 or any multiple thereof; with respect to any Daily
Interest Rate Period or Weekly Interest Rate Period, $100,000 or any multiple
thereof; and, with respect to any Short-Term Interest Rate Period, $100,000 or
any multiple of $5,000 in excess of $100,000.

"Authorized Officer" means: (i) in the case of the Authority, the
Chairman or the Secretary, and when used with reference to an act or document
of the Authority also means any other person authorized to perform the act or
execute the document; and (ii) in the case of the Company, the President, any
Vice President, the Treasurer, any Assistant Treasurer or the Secretary and
any other person designated by one of the foregoing officers.

"Bond Counsel" means any nationally recognized bond counsel selected by
the Company and satisfactory to the Trustee and the Authority.

"Bondowners" means the registered owners of the Bonds from time to time
as shown in the books kept by the Registrar as transfer agent.

Any reference to a majority or a particular percentage or proportion of
the Bondowners shall mean the holders at the particular time of a majority or
of the specified percentage or proportion in aggregate principal amount of all
Bonds then outstanding under this Agreement, exclusive of any such Bonds held
by the Remarketing Agent or the Tender Agent (to the extent that they are
holding Bonds in their respective capacities as such), the Company or the
Authority or any agent or affiliate of said parties; provided, however, that
for the purpose of determining whether the Trustee shall be protected in
relying upon any direction or consent given or action taken by Bondowners,
only the Bonds which such Trustee knows are so held shall be so excluded.

"Bond Resolution" means the resolution adopted by the Authority on
November 21, 1996 authorizing the issuance of the Bonds.

"Bonds" means the $75,000,000 Polk County Industrial Development
Authority Solid Waste Disposal Facility Revenue Bonds (Tampa Electric Company
Project), Series 1996 and any Bond or Bonds duly issued in exchange or
replacement therefor.

"Business Day" means a day on which banks in each of the cities in which
the designated offices of the Trustee, the Paying Agent and, if applicable,
the Tender Agent and Remarketing Agent are located are not required or
authorized to remain closed and on which the New York Stock Exchange is not
closed.

"Chairman" means the person at the time occupying the office of Chairman
or Vice Chairman of the Authority or any successor to the principal functions
thereof.

"Certified Resolution" means a copy of a resolution or resolutions
certified by the Secretary of the Authority, under its seal, to have been duly
adopted by the Authority and to be in full force and effect on the date of
such certification.

"Construction Fund" means the fund established with the Trustee pursuant
to Section 401.

"Continuing Disclosure Agreement" shall mean that certain Continuing
Disclosure Agreement between the Company and the Trustee dated the date of
issuance and delivery of the Bonds, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.

"Counsel" means an attorney at law (who may be of counsel to the
Authority or the Company) satisfactory to the Trustee.

"County" means Polk County, Florida.

"Daily Interest Rate" has the meaning assigned in Section 301.

"Daily Interest Rate Period" means each period during which Bonds bear
interest at Daily Interest Rates.

"Debt Service Fund" means the fund established with the Trustee or the
Paying Agent pursuant to Section 306.

"Duff & ▇▇▇▇▇▇" means Duff & ▇▇▇▇▇▇ Credit Rating Co. a corporation
organized and existing under the laws of the State of Illinois, its successors
and assigns, and if such corporation shall be dissolved or liquidated or shall
no longer perform the functions of a securities rating agency, "Duff & ▇▇▇▇▇▇"
shall be deemed to refer to any other nationally recognized securities rating
agency designated by the Company, with notice to the Trustee and the
Authority.

"Federal Tax Statement" means the Statement as to Tax-Exempt Status of
the Bonds executed by the Company in connection with the original issuance of
the Bonds and delivered to the Authority and the Trustee.

"First Mortgage" means the Indenture of Mortgage, dated as of August 1,
1946, as heretofore and hereafter supplemented and amended, currently by and
between the Company and State Street Bank and Trust Company as trustee.

"First Mortgage Bond Fund" means the fund established with the Trustee
pursuant to Section 308.

"First Mortgage Bonds" means the first mortgage bonds to be created by a
supplemental indenture to the First Mortgage and, at the option of the
Company, delivered to the Trustee pursuant to Section 203 as security for the
Company's obligation to pay the principal of, premium, if any, and interest on
the Bonds.

"Government or Equivalent Obligations" means (i) obligations issued or
guaranteed by the United States of America; and (ii) certificates evidencing
ownership of the right to the payment of the principal of and interest on
obligations described in clause (i), provided that such obligations are held
in the custody of a bank or trust company satisfactory to the Trustee or the
Authority, as the case may be, in a special account separate from the general
assets of such custodian.

"Interest Payment Date" means (i) with respect to any Daily Interest
Rate Period, the first Business Day of each calendar month, (ii) with respect
to any Weekly Interest Rate Period, the first Wednesday of each calendar
month, or if such Wednesday shall not be a Business Day, the next succeeding

Business Day, (iii) with respect to any Long-Term Interest Rate Period, the
first day of the sixth calendar month following the effective date of such
Long-Term Interest Rate Period, and the first day of each successive sixth
calendar month, if any, of such Long-Term Interest Rate Period, (iv) with
respect to any Short-Term Segment, the Business Day next succeeding the last
day thereof and (v) with respect to each Interest Rate Period, in addition to
the other dates described above, the day next succeeding the last day of each
Interest Rate Period. Interest shall be payable through each Interest Payment
Date on the basis of a year of 365 or 366 days and actual days elapsed in
Short-Term, Daily and Weekly Interest Rate Periods and a 360-day year
consisting of twelve 30-day months in Long-Term Interest Rate Periods.

"Interest Rate Period" means any Daily Interest Rate Period, Weekly
Interest Rate Period, Short-Term Interest Rate Period and Long-Term Interest
Rate Period.

"IRC" means the Internal Revenue Code of 1986, as it may be amended from
time to time.

"Long-Term Interest Rate" has the meaning assigned in Section 301.

"Long-Term Interest Rate Period" means each period during which a Long-
Term Interest Rate is in effect, which shall be a period of more than 270 days
as determined by the Company.

"Maturity Date" means December 1, 2030.

"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc., a corporation organized
and existing under the laws of the State of Delaware, its successors and
assigns, and, if such corporation shall be dissolved or liquidated or shall no
longer perform the functions of a securities rating agency, "Moody's" shall be
deemed to refer to any other nationally recognized securities rating agency
designated by the Company, with notice to the Trustee and the Authority.

"Officer's Certificate" means a certificate signed by the Chairman of
the Authority.

"Outstanding" when used to modify Bonds, refers to Bonds issued under
this Agreement, excluding: (i) Bonds which have been exchanged, replaced or
delivered to the Trustee for credit against a principal payment; (ii) Bonds
which have been paid; (iii) Bonds which have become due and for the payment of
which moneys have been duly provided to the Trustee or the Paying Agent; and
(iv) Bonds for which there have been irrevocably set aside sufficient funds,
or Government or Equivalent Obligations bearing interest at such rates, and
with such maturities as will provide sufficient funds, without reinvestment,
to pay or redeem them, provided, however, that if any such Bonds are to be
redeemed prior to maturity, the Company shall have taken all action necessary
to redeem such Bonds and notice of such redemption shall have been duly mailed
in accordance with this Agreement or irrevocable instructions so to mail shall
have been given to the Trustee.

"Paying Agent" means the Paying Agent designated from time to time
pursuant to Section 714. "Principal Office" of the Paying Agent means the
office thereof designated as such in writing to the Authority, the Trustee,
the Remarketing Agent and the Company.

"Permitted Investments" means (a) Government or Equivalent Obligations,
(b) certificates of deposit or other interest-bearing obligations of any bank
or trust company (including the Trustee and the trustee under the First
Mortgage) authorized to engage in the banking business which shall have a
combined capital, surplus and undivided profits aggregating not less than ten
million dollars ($10,000,000), (c) bonds and other obligations issued by or by
authority of any state of the United States, any territory or possession of
the United States, including the Commonwealth of Puerto Rico and agencies
thereof, or any political subdivision of any of the foregoing, (d) commercial
paper and other corporate debt securities rated, on the date of purchase, in
one of the highest two categories by Moody's or S&P, (e) repurchase agreements
with respect to any of the foregoing obligations or securities with any
banking or financial institution (which may include the Trustee and the
trustee under the First Mortgage) which has a combined capital, surplus and
undivided profits of not less than ten million dollars ($10,000,000),
(f) auction-rate preferred stock rated, on the date of purchase, in the
highest category by Moody's or S&P, (g) participation in 28-day auction-rate
tax-exempt funds rated, on the date of purchase, in the highest category by
Moody's or S&P, or (h) money market funds rated at least AAm or AAm-G by S&P.

"Project" means, collectively, certain solid waste disposal facilities
of the Unit including any structures, machinery, fixtures, improvements and
equipment, all as described in Exhibit A attached hereto, as the same may be
amended from time to time, together with all additions thereto and
substitutions therefor, less any deletions therefrom, as they may at any time
exist.

"Rebate Year" means the year ending December 31.

"Record Date" means with respect to any Interest Payment Date in respect
of a Daily Interest Rate Period, a Weekly Interest Rate Period or a Short-Term
Segment, the Business Day next preceding such Interest Payment Date and, with
respect to any Interest Payment Date in respect of a Long-Term Interest Rate
Period, the fifteenth day next preceding such Interest Payment Date.

"Registered Owner" means the person or persons in whose name or names a
particular Bond shall be registered on the books of the Authority kept for
that purpose in accordance with the terms of this Agreement.

"Registrar" means the registrar appointed in accordance with Section
720. "Principal Office" of the Registrar shall mean the office thereof
designated as such in writing to the Authority, the Trustee, the Remarketing
Agent and the Company.

"Remarketing Agent" means the corporation, association, partnership or
firm acting as Remarketing Agent as provided herein, which may be the Company
and any successor Remarketing Agent appointed from time to time pursuant to
Section 718. "Principal Office" of the Remarketing Agent means the office
designated as such in writing to the Authority, the Trustee, the Paying Agent
and the Company.

"Revenues" means and includes all payments by or on behalf of the
Company to or for the account of the Authority under this Agreement and all
other revenues derived by the Authority from or in connection with this
Agreement, including the income thereon and the investment thereof, if any,

and any moneys received on the First Mortgage Bonds but not including payments
with respect to the indemnification or reimbursement of certain expenses of
the Authority under Sections 311(b)(i), 504 and 911 of this Agreement or under
any other guaranty or indemnification agreement.

"S&P" means Standard & Poor's, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies,
Inc., its successors and their assigns, and, if such entity shall no longer
perform the functions of a securities rating agency, "S&P" shall be deemed to
refer to any other nationally recognized securities rating agency designated
by the Company, with notice to the Trustee and the Authority.

"Secretary" means the person at the time occupying the office of the
Secretary or Assistant Secretary of the Authority or any successor to the
principal functions thereof.

"Short-Term Interest Rate Period" means each period, comprised of one or
more Short-Term Segments, during which Bonds bear interest at Short-Term
Interest Rates.

"Short-Term Segment" means a period from one to 270 days within a Short-
Term Interest Rate Period during which a Short-Term Interest Rate is in
effect.

"State" means the State of Florida.

"Tender Agent" means the tender agent appointed in accordance with
Section 716. "Principal Office" of the Tender Agent shall mean the office
thereof designated in writing to the Authority, the Trustee, the Remarketing
Agent and the Company.

"Treasury Rate" means the interest rate applicable to 13-week United
States Treasury bills determined by the Indexing Agent on the basis of the
average per annum discount rate at which such 13-week Treasury bills shall
have been sold at the most recent Treasury auction.

"Trustee" means The Bank of New York the designated corporate trust
office of which is located in the City of Jacksonville, Florida, and its
successor or successors as Trustee hereunder.

"UCC" means the Florida Uniform Commercial Code.

"Unit" means the integrated coal gasification combined cycle power plant
owned by the Company and located in southwest Polk County, and related support
facilities, as they may at any time exist.

"Weekly Interest Rate Period" means each period during which Bonds bear
interest at Weekly Interest Rates.

Words importing persons include firms, associations and corporations,
and the singular and plural form of words shall be deemed interchangeable
wherever appropriate.

ARTICLE II: THE ASSIGNMENT AND PLEDGE.

Section 201. The Assignment and Pledge of Revenues and Funds. The
Authority assigns and pledges to the Trustee in trust upon the terms hereof
(a) all Revenues to be received from the Company or derived from any security
provided hereunder, including the subordinated security interest granted by
the Company herein in the Project, and (b) all rights to receive such Revenues
and the proceeds of such rights. This assignment and pledge does not include
the rights of the Authority pursuant to Sections 311(b)(i), 504 and 911.

Section 202. Creation of Subordinated Security Interest. As security
for the performance by the Company of its obligations under this Agreement,
the Company hereby grants to the Authority a subordinated security interest in
the Project and in each component thereof. It is agreed that the security
interest hereby granted (including the Authority's rights of possession or
repossession of the Project or any rights conferred upon the Authority under
the UCC or otherwise) is hereby made, and shall at all times be, subject to
(i) the rights of the holders of the first mortgage bonds of the Company,
including the First Mortgage Bonds, issued and outstanding or to be issued
under the lien of the First Mortgage and (ii) any future security interest or
lien created to secure any indebtedness or other obligations of the Company
now existing or hereinafter issued or incurred under any indenture or other
instrument which expressly provides that any such security interest or lien
securing such indebtedness or obligations shall be superior to the security
interest hereby granted; provided that nothing in said First Mortgage or in
such other instrument or indenture or in this section shall affect or diminish
the obligations of the Company under this Agreement.

Section 203. Pledge of First Mortgage Bonds.

(a) In order to provide collateral security for the Company's obligations to
make payments of principal, premium, if any, and interest on the Bonds, as
required under this Agreement, the Company may elect to issue and deliver to
the Trustee a series of First Mortgage Bonds (i) registered in the name of the
Trustee, (ii) which shall have the same stated rate or rates of interest prior
to maturity, payable at the same times, and (iii) which shall become due in
the same principal amount or amounts, either by redemption, through operation
of a sinking fund or by maturity, on the same date or dates, as the Bonds.
The First Mortgage Bonds shall be held subject to the terms and provisions of
this Agreement and the First Mortgage.

(b) To exercise the election described in Subsection 203(a), the
Company shall, not less than 14 days prior to the proposed date of delivery of
the First Mortgage Bonds (i) give to the Authority and the Trustee and Moody's
written notice that shall designate the date on which such series of First
Mortgage Bonds shall be delivered and (ii) deliver to the Trustee and the
Authority a written opinion of Bond Counsel to the effect that such election
and the delivery of such series of First Mortgage Bonds will not cause the
interest on the Bonds to become includable in gross income for federal income
tax purposes.

Section 204. Further Assurances. The Company, the Authority and the
Trustee shall from time to time execute, deliver and register, record and file
such instruments as the Authority or the Trustee may reasonably require to

confirm, perfect or maintain the security created or intended to be created
hereby.

Section 205. Defeasance. When there are in the Debt Service Fund
sufficient funds, or Government or Equivalent Obligations in such principal
amounts, bearing interest at such rates and with such maturities as will
provide sufficient funds to pay or redeem the Bonds in full, and when all the
rights hereunder of the Authority, the Trustee, the Remarketing Agent, the
Tender Agent and the Paying Agent have been provided for, upon written notice
from the Company to the Authority and the Trustee, the Bondowners shall cease
to be entitled to any benefit or security under this Agreement except the
right to receive payment of the funds deposited and held for payment and other
rights which by their nature cannot be satisfied prior to or simultaneously
with termination of the lien hereof, the security interests created by this
Agreement (except in such funds and investments) shall terminate, and the
Authority and the Trustee shall execute and deliver such instruments as may be
necessary to discharge the lien and security interests created hereunder;
provided, however, that if any such Bonds are to be redeemed prior to the
maturity thereof, the Trustee shall have taken all action necessary to redeem
such Bonds and notice of such redemption shall have been duly mailed in
accordance with this Agreement or irrevocable instructions so to mail shall
have been given to the Trustee and the Paying Agent. Upon such defeasance,
the funds and investments required to pay or redeem the Bonds in full shall be
irrevocably set aside for that purpose, subject, however, to Section 803, and
moneys held for defeasance shall be invested only as provided above in this
section. Any funds or property held by the Trustee or the Paying Agent and
not required for payment or redemption of the Bonds in full shall be
distributed to the Company as provided in Section 803.

Section 206. Termination of Subordinated Security Interest. Upon
satisfaction by the Company of all its obligations under this Agreement, or
upon the satisfaction of the conditions as provided in Section 205, the
Trustee shall cause the execution and delivery to the Company of such
documents as shall be necessary to effect or to evidence the termination of
the subordinated security interest, provided, however, that the subordinated
security interest shall, upon the written request of the Company, be released
with respect to any part of the Project which has been released from the lien
of the First Mortgage pursuant to the provisions thereof or from the lien of
any future security interest or lien superior to the security interest hereby
granted. Upon written request of the Company, accompanied by evidence of the
release of the lien of the First Mortgage or other prior security interest or
lien on any part of the Project, the Trustee shall execute and deliver to the
Company releases or confirmatory certificates that such property is free of
such subordinated security interest.

Section 207. Release of First Mortgage Bonds. To the extent that (a)
Bonds have been paid or become due and sufficient moneys are held by the
Trustee in trust for the payment thereof, (b) Bonds are deemed to have been
paid in accordance with Section 205 and (c) Bonds (other than Bonds which have
been redeemed or called for redemption) have been delivered to, or have been
acquired by, the Trustee and canceled and other Bonds of the same series shall
not be issuable in lieu thereof, in substitution therefor, in exchange
therefor or upon registration of transfer thereof, the obligation of the
Company to make payments with respect to the principal, premium, if any, and
interest on the First Mortgage Bonds, if issued, shall be satisfied and

discharged and the Trustee shall release and surrender to the Company First
Mortgage Bonds in an aggregate principal amount equal to the aggregate
principal amount of such Bonds, bearing the same rate or rates of interest as
such Bonds and becoming due, either by redemption through operation of a
sinking fund or by maturity, on the same date or dates as such Bonds.

ARTICLE III: THE BORROWING.

Section 301. The Bonds.

(a) Details of the Bonds. (i) The Bonds shall be issued upon the
Authority's written request in fully registered form and shall be numbered
from 1 upwards in the order of their issuance, or in any other manner deemed
appropriate by the Paying Agent and the Authority. The Bonds shall be
issuable as fully registered bonds without coupons in Authorized
Denominations.

(ii) Each Bond shall be dated December 1, 1996 and shall
mature, subject to prior redemption, upon the terms and conditions hereinafter
set forth, on the Maturity Date. Each Bond shall bear interest from the
Interest Payment Date to which interest has been paid or duly provided for
next preceding its date of authentication, unless (A) such date shall be prior
to the first Interest Payment Date, in which case such Bond shall bear
interest from December 1, 1996 or (B) such date of authentication shall be an
Interest Payment Date to which interest on the Bonds has been paid in full or
duly provided for, in which case such Bond shall bear interest from such date
of authentication; provided, however, that if, as shown by the records of the
Trustee, interest on the Bonds shall be in default, Bonds issued in exchange
for Bonds surrendered for transfer or exchange shall bear interest from the
last date to which interest has been paid in full or duly provided for on the
Bonds or, if no interest has been paid or duly provided for on the Bonds, from
December 1, 1996. Each Bond shall bear interest on overdue principal.

(iii) The Bonds shall be signed on behalf of the Authority
by the manual or facsimile signature of the Chairman and the Secretary and the
corporate seal of the Authority or a facsimile thereof shall be engraved or
otherwise reproduced thereon. The authenticating certificate of the Paying
Agent shall be manually signed on behalf of the Paying Agent as authenticating
agent.

(iv) In case any officer whose manual or facsimile
signature shall appear on any Bond shall cease to be such officer before the
delivery thereof, such manual or facsimile signature shall nevertheless be
valid and sufficient for all purposes as if he or she had remained in office
until after such delivery.

(v) Subject to Subsection 301(c), the principal of,
premium, if any, and interest on the Bonds shall be payable in any coin or
currency of the United States of America which, at the respective dates of
payment thereof, is legal tender for the payment of public and private debts,
and such principal and premium, if any, shall be payable at the Principal
Office of the Paying Agent, or its successor in trust. Payment of interest on
any Interest Payment Date on any Bond shall be made to the Bondowner thereof

as of the close of business on the Record Date immediately prior thereto and
shall be made (A) by check or draft mailed on the Interest Payment Date to
such Bondowner at his address as it appears on the registration books of the
Authority or at such other address as is furnished the Registrar in writing by
such Bondowner not later than the close of business on the Record Date
immediately prior to an Interest Payment Date, or (B) except for interest in
respect of a Long-Term Interest Rate Period, transmitted by wire transfer to
the accounts with commercial banks located within the United States of America
of those Bondowners which shall have provided wire transfer instructions to
the Paying Agent prior to the close of business on such Record Date, but, in
the case of interest payable in respect of a Short-Term Segment, only upon
presentation of such Bond for exchange or transfer in accordance with the
provisions hereof, except, in each case, that, if and to the extent that there
shall be a default in the payment of the interest due on such Interest Payment
Date, such defaulted interest shall be paid to the Bondowners in whose names
any such Bonds are registered at the close of business on the fifth (5th)
Business Day next preceding the date of payment of such defaulted interest.

(b) Form of Bonds. The Bonds shall be issued in substantially
the form set forth in Exhibit B attached hereto with appropriate modifications
to reflect the Interest Rate Period of the Bonds in effect from time to time.

(c) Registration of Bonds in the Book-Entry Only System. (i)
The provisions of this Subsection 301(c) shall apply with respect to any Bond
registered to CEDE & CO. or any other nominee of The Depository Trust Company
("DTC") while the Book-Entry Only System (meaning the system of registration
described in paragraph (ii) of this Subsection 301(c)) is in effect. The
Book-Entry Only System shall be in effect for any Interest Rate Period if so
specified by the Company prior to conversion to that Interest Rate Period,
subject to the provisions below concerning termination of the Book-Entry Only
System. Until it revokes such specification in its discretion, the Company
hereby specifies that the Book-Entry Only System shall be in effect while the
Bonds are in Daily, Weekly, Short-Term, or Long-Term Interest Periods.

(ii) The Bonds shall be issued in the form of separate
single authenticated fully registered Bonds in substantially the form provided
for in Subsection 301(b) and in the amount of each separate stated maturity of
such Bonds. On the date of original delivery thereof or date of conversion of
the Bonds to an Interest Rate Period in which the Book-Entry Only System is in
effect, as applicable, the Bonds shall be registered in the registry books of
the Registrar in the name of CEDE & CO., as nominee of The Depository Trust
Company as agent for the Authority in maintaining the Book-Entry Only System.
With respect to Bonds registered in the registry books kept by the Registrar
in the name of CEDE & CO., as nominee of DTC, the Authority, the Paying Agent,
the Company and the Trustee shall have no responsibility or obligation to any
Participant (which means securities brokers and dealers, banks, trust
companies, clearing corporations and various other entities, some of whom or
their representatives own DTC) or to any Beneficial Owner (which means, when
used with reference to the Book-Entry Only System, the person who is
considered the beneficial owner of the Bonds pursuant to the arrangements for
book entry determination of ownership applicable to DTC) with respect to the
following: (A) the accuracy of the records of DTC, CEDE & CO. or any
Participant with respect to any ownership interest in the Bonds, (B) the
delivery to any Participant, any Beneficial Owner or any other person, other
than DTC, of any notice with respect to the Bonds, including any notice of

redemption, or (C) the payment to any Participant, any Beneficial Owner or any
other person, other than DTC, of any amount with respect to the principal or
premium, if any, or interest on the Bonds. The Paying Agent shall pay all
principal and premium, if any, and interest on the Bonds only to or upon the
order of DTC, and all such payments shall be valid and effective fully to
satisfy and discharge the Authority's obligations with respect to the
principal of and premium, if any, and interest on Bonds to the extent of the
sum or sums so paid. No person other than DTC shall receive an authenticated
Bond evidencing the obligation of the Authority to make payments of principal
and premium, if any, and interest pursuant to this Agreement. Upon delivery
by DTC to the Trustee of written notice to the effect that DTC has determined
to substitute a new nominee in place of CEDE & CO., the words "CEDE & CO." in
this Agreement shall refer to such new nominee of DTC.

(iii) Upon receipt by the Trustee or the Paying Agent of
written notice from DTC to the effect that DTC is unable or unwilling to
discharge its responsibilities, the Paying Agent shall issue, transfer and
exchange Bonds as requested by DTC in appropriate amounts, and whenever DTC
requests the Authority, the Paying Agent and the Trustee to do so, the
Trustee, the Paying Agent and the Authority will, at the expense of the
Company, cooperate with DTC in taking appropriate action after reasonable
notice (A) to arrange for a substitute bond depository willing and able upon
reasonable and customary terms to maintain custody of the Bonds or (B) to make
available Bonds registered in whatever name or names the Bondowners
transferring or exchanging Bonds shall designate.

(iv) In the event the Company determines that the
Beneficial Owners should be able to obtain Bond certificates, the Company may
so notify DTC, the Authority, the Paying Agent and the Trustee, whereupon DTC
will notify the Participants of the availability through DTC of Bond
certificates. In such event, the Paying Agent shall issue, transfer and
exchange Bond certificates as requested by DTC in appropriate amounts and in
authorized denominations. Whenever DTC requests the Paying Agent to do so,
the Paying Agent will cooperate with DTC in taking appropriate action after
reasonable notice to make available Bonds registered in whatever name or names
the Beneficial Owners transferring or exchanging Bonds shall designate.

(v) Notwithstanding any other provision of this Agreement
to the contrary, so long as any Bond is registered in the name of CEDE & CO.,
as nominee of DTC, all payments with respect to the principal of and premium,
if any, and interest on such Bond and all notices with respect to such Bond
shall be made and given, respectively, to DTC as provided in the Letter of
Representation (the "Representation Letter"), as from time to time in effect.
The form of such Representation Letter may be modified in a manner consistent
with the provisions of this Agreement upon conversion or reconversion of the
Bonds to an Interest Rate Period in which the Book-Entry Only System is in
effect.

(vi) Notwithstanding any provision in Section 303 to the
contrary, so long as all of the Bonds Outstanding are held in the Book-Entry
Only System, if less than all of such Bonds of any one maturity are to be
redeemed upon any redemption of Bonds hereunder, the particular Bonds or
portions of Bonds of such maturity to be redeemed shall be selected by DTC in
such manner as DTC may determine.

(vii) So long as the Book-Entry Only System is in effect, a
Beneficial Owner shall elect to have its Bonds purchased or tendered through
its Participant to the Tender Agent and shall effect delivery by causing the
Participant to transfer the Participant's interest in the Bonds on DTC's books
to the Tender Agent. The requirement for physical delivery of Bonds in
connection with a demand for purchase or a mandatory purchase will be deemed
satisfied when the ownership rights in the Bonds are transferred by
Participants on DTC's records.

(d) Interest on the Bonds. (i) The Bonds shall bear interest
from and including the Date of the Bonds as shown on Exhibit B until payment
of the principal or redemption price thereof shall have been made or provided
for in accordance with the provisions hereof, whether at maturity, upon
redemption or otherwise. Interest on the Bonds shall be paid on each Interest
Payment Date. During any Interest Rate Period other than a Long-Term Interest
Rate Period, interest on the Bonds shall be computed upon the basis of a 365
or 366-day year, as applicable, for the number of days actually elapsed.
During any Long-Term Interest Rate Period, interest on the Bonds shall be
computed upon the basis of a 360-day year, consisting of twelve (12) thirty
(30) day months.

(ii) In the manner hereinafter provided, the term of the
Bonds will be divided into consecutive Interest Rate Periods during which the
Bonds shall bear interest at the Daily Interest Rate, the Weekly Interest
Rate, the Short-Term Interest Rate or the Long-Term Interest Rate. The first
Interest Rate Period shall commence on the date of initial authentication and
delivery of the Bonds hereunder and shall be an Interest Rate Period elected
by the Company. The Bonds shall initially bear interest at the rate or rates
per annum established in accordance with such election by the Company and the
provisions of this Agreement, except that the notice requirements of this
Section 301 shall not be applicable.

(e) Daily Interest Rate. (i) Determination of Daily
Interest Rate. During each Daily Interest Rate Period, the Bonds shall bear
interest at the Daily Interest Rate, which shall be determined by the
Remarketing Agent either on each Business Day for such Business Day or on the
next preceding Business Day for the Business Day next succeeding such date of
determination and may be determined by the Remarketing Agent for any day that
is not a Business Day on any such day during which there shall be active
trading in tax-exempt obligations comparable to the Bonds for such day. The
Daily Interest Rate shall be the interest rate determined by the Remarketing
Agent to be the lowest interest rate which in its judgment, on the basis of
prevailing financial market conditions, would permit the sale of Bonds during
the Daily Interest Rate Period at a price (without regard to accrued interest)
equal, as nearly as practicable, to the principal amount thereof; provided,
however, that (A) with respect to any day that is not a Business Day, if the
Remarketing Agent shall not have determined a Daily Interest Rate for such
day, the Daily Interest Rate shall be the same as the Daily Interest Rate for
the immediately preceding day, (B) if, for any reason, a Daily Interest Rate
so determined for any day shall be held to be invalid or unenforceable by a
court of law or if the Remarketing Agent shall not have determined a Daily
Interest Rate, the Daily Interest Rate for such day shall be the same as the
Daily Interest Rate for the immediately preceding Daily Interest Rate Period;
and (C) in no event shall the Daily Interest Rate exceed 14% per annum. The
Remarketing Agent shall provide the Company, the Trustee and Paying Agent with

immediate telephonic notice of each Daily Interest Rate, as determined, which
notice shall be promptly confirmed in writing.

(ii) Adjustment to Daily Interest Rate. At any time, the
Company, by written direction to the Authority, the Paying Agent, the Trustee
and the Remarketing Agent, may elect that the Bonds shall bear interest at a
Daily Interest Rate. Such direction (A) shall specify the effective date of
such adjustment to a Daily Interest Rate (which shall be (1) a Business Day
not earlier than the 15th day following the fifth Business Day after the date
of receipt by the Paying Agent and the Trustee of such direction, (2) in the
case of an adjustment from a Long-Term Interest Rate Period, the day
immediately following the last day of the then current Long-Term Interest Rate
Period or a day on which the Bonds would be redeemable pursuant to Section
303(a)(iii) if such adjustment should not occur and (3) in the case of an
adjustment from a Short-Term Interest Rate Period, either (a) the day
immediately following the last day of the then current Short-Term Interest
Rate Period as determined in accordance with Section 301(g)(iv)(I) or (b) for
each Bond, the day immediately following the last day of the last Short-Term
Segment for such Bond in the then current Short-Term Interest Rate Period as
determined in accordance with Section 301(g)(iv)(II)); and (B) if given during
a Long-Term Interest Rate Period, may specify a date or dates prior to such
effective date on or prior to which Bondowners of the Bonds may deliver,
pursuant to Section 302(c), (1) notice regarding the purchase of such Bonds
and (2) such Bonds. During each Daily Interest Rate Period commencing on a
date so specified or determined and ending on the day immediately preceding
the effective date of the next succeeding Interest Rate Period, the interest
rate borne by the Bonds shall be a Daily Interest Rate.

(iii) Notice of Adjustment to Daily Interest Rate Period.
The Paying Agent shall give notice of an adjustment to a Daily Interest Rate
Period to Bondowners not less than 15 days prior to the effective date (or
each effective date in the case of an adjustment from a Short-Term Interest
Rate Period in accordance with the alternative set forth in clause II of
Section 301(g)(iv)) of such Daily Interest Rate Period. Such notice shall
state (1) that the interest rate on the Bonds will be adjusted to a Daily
Interest Rate, (2) the effective date of such Daily Interest Rate Period, (3)
the method by which the Daily Interest Rate shall be determined, (4) the
Interest Payment Dates after such effective date, (5) that Bondowners will
have the right to have their Bonds purchased on such effective date, (6) the
procedures of such purchase, (7) that, subsequent to such effective date,
Bondowners will have the right to require the purchase of Bonds on any
Business Day, (8) the procedures of such purchase, and (9) the redemption
provisions set forth in Section 303 which will apply during such Daily
Interest Rate Period. The Paying Agent shall give notice of any mandatory
redemptions of the Bonds which will apply on such effective date in accordance
with the provisions of Section 303.

(f) Weekly Interest Rate. (i) Determination of Weekly
Interest Rate. During each Weekly Interest Rate Period, the Bonds shall bear
interest at the Weekly Interest Rate, which shall be determined by the
Remarketing Agent no later than 9:30 a.m. on the first day of each new Weekly
Interest Rate Period and thereafter no later than 9:30 a.m. on the Business
Day next preceding Wednesday of each week during such period. The Weekly
Interest Rate shall be the interest rate determined by the Remarketing Agent
to be the lowest interest rate which in its judgment, on the basis of

prevailing financial market conditions, would permit the sale of Bonds during
the Weekly Interest Rate Period at a price (without regard to accrued
interest) equal, as nearly as practicable, to the principal amount thereof;
provided, however, that (A) if the Remarketing Agent shall not have determined
a Weekly Interest Rate for any period or if, for any reason, a Weekly Interest
Rate so determined for any period shall be held to be invalid or unenforceable
by a court of law, the Weekly Interest Rate for such period shall be the same
as the Weekly Interest Rate for the immediately preceding period, and (B) in
no event shall the Weekly Interest Rate exceed 14% per annum. The first
Weekly Interest Rate determined for each Weekly Interest Rate Period shall
apply to the period commencing on the first day of such period and ending on
the next succeeding Tuesday. Thereafter, each Weekly Interest Rate shall
apply to the period commencing on Wednesday and ending on the next succeeding
Tuesday; provided, however, if any such Tuesday shall be the day next
preceding the first Wednesday of a month which shall not be a Business Day,
then the Weekly Interest Rate for such period shall not end on such Tuesday,
but shall continue to the day next preceding the first Business Day next
succeeding such Wednesday and the Weekly Interest Rate for the next succeeding
period shall apply to the period commencing on such first Business Day and
provided, further, if a Weekly Interest Rate Period shall end on a day other
than Tuesday, the last Weekly Interest Rate for such Weekly Interest Rate
Period shall apply to the period commencing on the Wednesday preceding the
last day of such Weekly Interest Rate Period and ending on such last day. The
Remarketing Agent shall provide the Company, the Trustee and the Paying Agent
with immediate telephonic notice of each Weekly Interest Rate, as determined,
which notice shall be promptly confirmed in writing.

(ii) Adjustment to Weekly Interest Rate. At any time, the
Company, by written direction to the Authority, the Paying Agent, the Trustee
and the Remarketing Agent, may elect that the Bonds shall bear interest at a
Weekly Interest Rate. Such direction (A) shall specify the effective date of
such adjustment to a Weekly Interest Rate (which shall be (1) a Business Day
not earlier than the 15th day following the fifth Business Day after the date
of receipt by the Paying Agent and the Trustee of such direction, (2) in the
case of an adjustment from a Long-Term Interest Rate Period, the day
immediately following the last day of the then current Long-Term Interest Rate
Period or a day on which the Bonds would be redeemable pursuant to
Section 303(a)(iii) if such adjustment should not occur and (3) in the case of
an adjustment from a Short-Term Interest Rate Period, either (a) the day
immediately following the last day of the then current Short-Term Interest
Rate Period as determined in accordance with Section 301(g)(iv)(I) or (b) for
each Bond, the day immediately following the last day of the last Short-Term
Segment for such Bond in the then current Short-Term Interest Rate Period as
determined in accordance with Section 301(g)(iv)(II); and (B) if given during
a Long-Term Interest Rate Period, may specify a date or dates prior to such
effective date on or prior to which Bondowners of the Bonds may deliver,
pursuant to Section 302(c), (1) notice regarding the purchase of such Bonds
and (2) such Bonds. During each Weekly Interest Rate Period commencing on a
date so specified or determined and ending on the day immediately preceding
the effective date of the next succeeding Interest Rate Period, the interest
rate borne by the Bonds shall be a Weekly Interest Rate.

(iii) Notice of Adjustment to Weekly Interest Rate Period.
The Paying Agent shall give notice of an adjustment to a Weekly Interest Rate
Period to Bondowners not less than 15 days prior to the effective date (or

each effective date in the case of an adjustment from a Short-Term Interest
Rate Period in accordance with the alternative set forth in clause II of
Section 301(g)(iv)) of such Weekly Interest Rate Period. Such notice shall
state (1) that the interest rate on the Bonds will be adjusted to a Weekly
Interest Rate, (2) the effective date of such Weekly Interest Rate Period, (3)
the method by which the Weekly Interest Rate shall be determined, (4) the
Interest Payment Dates after such effective date, (5) that Bondowners will
have the right to have their Bonds purchased on such effective date, (6) the
procedures of such purchase, (7) that, subsequent to such effective date,
Bondowners will have the right to require the purchase of Bonds on any
Business Day upon not less than seven days' notice, (8) the procedures of such
purchase, and (9) the redemption provisions set forth in Section 303 which
will apply during such Weekly Interest Rate Period. The Paying Agent shall
give notice of any mandatory redemption of the Bonds which will apply on such
effective date in accordance with the provisions of Section 303.

(g) Short-Term Interest Rate. (i) Determination of Short-
Term Segments and Short-Term Interest Rates. (A) During each Short-Term
Interest Rate Period, each Bond shall bear interest during each Short-Term
Segment for such Bond at the Short-Term Interest Rate for such Bond. The
Short-Term Segment and Short-Term Interest Rate for each Bond shall be
determined by the Remarketing Agent on the first day of each Short-Term
Segment or on a Business Day selected by the Remarketing Agent not more than
five Business Days prior to the first day of such Short-Term Segment. Each
Short-Term Segment shall be a period of not more than 270 days, as determined
by the Company and reported to the Remarketing Agent, or if the Company does
not so report its determination, as determined by the Remarketing Agent based
on its judgment of prevailing financial market conditions to be the period
which, together with all other Short-Term Segments for all Bonds then
Outstanding, will most likely result in the lowest overall interest expense on
the Bonds over the next succeeding 270 days; provided, however, that any such
Bond purchased on behalf of the Company and remaining unsold in the hands of
the Remarketing Agent as of the close of business on the effective date of the
Short-Term Segment for such Bond shall have a Short-Term Segment of one day
or, if such Short-Term Segment would not end on a day immediately preceding a
Business Day, a Short-Term Segment of more than one day ending on the day
immediately preceding the next Business Day; provided, further, however, that
(x) each Short-Term Segment shall end on either a day which immediately
precedes a Business Day or on the day prior to the Maturity Date, and (y) if
for any reason a Short-Term Segment for any Bond so determined shall be held
to be invalid or unenforceable by a court of law, or if the Remarketing Agent
fails to determine a Short-Term Segment such Short-Term Segment shall be one
day in length.

(B) The Short-Term Interest Rate for each Short-Term Segment for
each Bond shall be the rate of interest determined by the Remarketing Agent to
be the lowest interest rate which in its judgment, on the basis of prevailing
financial market conditions, would permit the sale of such Bond for such
Short-Term Segment at a price (without regard to accrued interest) equal, as
nearly as practicable, to the principal amount thereof; provided, however,
that (x) if for any reason a Short-Term Interest Rate so determined for any
Short-Term Segment shall be held to be invalid or unenforceable by a court of
law or if the Remarketing Agent fails to determine the Short-Term Interest
Rate, the Short-Term Segment shall automatically convert to a period of one
day and the Short-Term Interest Rate shall be equal to 100% of the Prime

Commercial Paper A-1/P-1 (30 day) rate shown in the table captioned "Short-
Term Tax-Exempt Yields" in the edition of The Bond Buyer published on the day
on which such rate is determined or, if such rate is not published on that
day, the most recent publication of such rate; and (y) in no event shall any
Short-Term Interest Rate be greater than 14% per annum.

(C) The Remarketing Agent shall provide the Company, the Trustee
and the Paying Agent with immediate telephonic notice of each Short-Term
Segment and Short-Term Interest Rate, as determined, which notice shall be
promptly confirmed in writing.

(ii) Adjustment to Short-Term Interest Rates. At any time,
the Company, by written direction to the Authority, the Paying Agent, the
Trustee and the Remarketing Agent, may elect that the Bonds shall bear
interest at Short-Term Interest Rates. Such direction (A) shall specify the
effective date of the Short-Term Interest Rate Period during which the Bonds
shall bear interest at Short-Term Interest Rates (which shall be (1) a
Business Day not earlier than the 15th day following the fifth Business Day
after the date of receipt by the Paying Agent and the Trustee of such
direction, and (2) in the case of an adjustment from a Long-Term Interest Rate
Period, the day immediately following the last day of the then current Long-
Term Interest Rate Period or a day on which the Bonds would be redeemable
pursuant to Section 303(a)(iii) if such adjustment should not occur; provided,
however, that, if prior to the Company making such election any Bonds shall
have been called for redemption and such redemption shall not have theretofore
been effected, the effective date of such Short-Term Interest Rate Period
shall not precede such redemption date); and (B) if given during a Long-Term
Interest Rate Period, may specify the date prior to such effective date on or
prior to which Bondowners of the Bonds may deliver, pursuant to Section 302,
(1) notice regarding the election to have their Bonds purchased and (2) such
Bonds. During each Short-Term Interest Rate Period commencing on the date so
specified and ending, with respect to each Bond, on the day immediately
preceding the effective date of the next succeeding Interest Rate Period with
respect to such Bond, each Bond shall bear interest at a Short-Term Interest
Rate during each Short-Term Segment for such Bond.

(iii) Notice of Adjustment to Short-Term Interest Rate
Period. The Paying Agent shall give notice of an adjustment to a Short-Term
Interest Rate Period to Bondowners not less than 15 days prior to the
effective date of such Short-Term Interest Rate Period. Such notice shall
state (1) that during such Short-Term Interest Rate Period, each Bond will
have consecutive Short-Term Segments during each of which such Bond will bear
a Short-Term Interest Rate, (2) the effective date of such Short-Term Interest
Rate Period, (3) that Bondowners will have the right to have their Bonds
purchased on such effective date, (4) the procedures of such purchase, (5)
that, for each Bond, a Short-Term Segment and a Short-Term Interest Rate
therefor will be determined not later than the first day of each such Short
Term Segment, (6) how such Short-Term Segments and Short-Term Interest Rates
may be obtained from the Remarketing Agent, (7) that interest on each Bond
will be paid on the day next succeeding each Short-Term Segment but only upon
presentation of such Bond, (8) that, subsequent to such effective date, each
Bond shall be purchased on the day following the last day of each Short-Term
Segment with respect thereto unless the Bondowner of such Bond shall elect to
retain such Bond, (9) the procedures of such election, and (10) the redemption
provisions set forth in Section 303 that will apply to the Bonds during such

Short-Term Interest Rate Period. The Paying Agent shall give notice of any
mandatory redemptions of the Bonds which will apply on such effective date in
accordance with the provisions of Section 303.

(iv) Adjustment from Short-Term Interest Rate Period. As a
condition precedent to the election during a Short-Term Interest Rate Period
to adjust to a different Interest Rate Period for the Bonds pursuant to
Section 301(e)(ii), (f)(ii) or (h)(ii), the Company shall select, which
selection shall be contained in the Company's notice given pursuant to Section
301(e)(ii), (f)(ii) or (h)(ii), as the case may be, an alternative from the
immediately succeeding clauses (I) and (II) and, in accordance with such
selection, the Remarketing Agent shall effect one of such alternatives: (I)
determine Short-Term Segments of such duration that, as soon as possible, all
Short-Term Segments shall end on the same date, not less than the 15th day
following the fifth Business Day after the receipt by the Paying Agent and the
Trustee of the direction of the Company effecting such election; or (II)
determine Short-Term Segments, that will, in the judgment of the Remarketing
Agent, best promote an orderly transition to the next succeeding Interest Rate
Period. If the alternative in clause (I) above shall be selected, the date on
which all Short-Term Segments so determined shall end shall be the last day of
the then current Short-Term Interest Rate Period and the day next succeeding
such date shall be the effective date of the Daily Interest Rate Period, the
Weekly Interest Rate Period or the Long-Term Interest Rate Period elected by
the Company. If the alternative in clause (II) above shall be selected,
beginning not less than the 15th day following the fifth Business Day after
the receipt by the Paying Agent and the Trustee of the direction of the
Company effecting such election, the day next succeeding the last day of the
then current Short-Term Segment with respect to each Bond shall be, with
respect to such Bond, the effective date of the Daily Interest Rate Period,
the Weekly Interest Rate Period or the Long-Term Interest Rate Period elected
by the Company. The Remarketing Agent, promptly upon the determination
thereof, shall give written notice of such last day and such effective dates
to the Authority, the Company, the Paying Agent and the Trustee.

(v) During any period with respect to the transition of
the Bonds from a Short-Term Interest Rate Period to the next succeeding
Interest Rate Period in accordance with the alternative set forth in clause
(II) of Section 301(g)(iv), Bonds bearing interest at a Short-Term Interest
Rate shall be governed by the provisions of this Agreement applicable to
Short-Term Interest Rate Periods and Bonds bearing interest at the Daily
Interest Rate, Weekly Interest Rate or Long-Term Interest Rate, as the case
may be, shall be governed by the provisions of this Agreement applicable to
such Interest Rate Periods.

(h) Long-Term Interest Rate. (i) Determination of Long-Term
Interest Rate. During each Long-Term Interest Rate Period, the Bonds shall
bear interest at the Long-Term Interest Rate determined by the Remarketing
Agent on a Business Day selected by it, not more than 15 days prior to the
first day of such Long-Term Interest Rate Period. The Long-Term Interest Rate
shall be the rate determined by the Remarketing Agent on such date and filed
on such date with the Paying Agent, the Trustee and the Company, by written
notice or by telephone promptly confirmed by telecopy or other writing, as
being the lowest interest rate which, in the judgment of the Remarketing
Agent, on the basis of prevailing financial market conditions, would permit
the sale of the Bonds on such Business Day at a price (without regard to

accrued interest) equal, as nearly as practicable, to the principal amount
thereof, and in no event shall the Long-Term Interest Rate exceed 14% per
annum.

(ii) Adjustment to or Continuation of Long-Term Interest
Rate. At any time, the Company, by written direction to the Authority, the
Paying Agent, the Trustee and the Remarketing Agent, may elect that the Bonds
shall bear, or continue to bear, interest at a Long-Term Interest Rate, and if
it shall so elect, shall determine the duration of the Long-Term Interest Rate
Period during which the Bonds shall bear interest at such Long-Term Interest
Rate. As a part of such election, the Company also may determine that the
initial Long-Term Interest Rate Period shall be followed by successive Long-
Term Interest Rate Periods and, if the Company so elects, shall specify the
duration of each such successive Long-Term Interest Rate Period as provided in
this paragraph (ii). Such direction shall (A) specify the effective date of
each Long-Term Interest Rate Period (which shall be (1) a Business Day not
earlier than the 15th day following the fifth Business Day after the date of
receipt by the Paying Agent and the Trustee of such direction, (2) in the case
of an adjustment from a Short-Term Interest Rate Period, either (a) the day
immediately following the last day of the then current Short-Term Interest
Rate Period as determined in accordance with Section 301(g)(iv)(I) or (b) for
each Bond, the day immediately following the last day of the last Short-Term
Segment for such Bond in the then current Short-Term Interest Rate Period as
determined in accordance with Section 301(g)(iv)(II) and (3) in the case of an
adjustment from a Long-Term Interest Rate Period, the day immediately
following the last day of the then current Long-Term Interest Rate Period or a
day on which the Bonds would be redeemable pursuant to Section 303(a)(iii) if
such adjustment should not occur; provided, however, that if prior to the
Company's making such election, any Bonds shall have been called for
redemption and such redemption shall not have theretofore been effected, the
effective date of such Long-Term Interest Rate Period shall not precede such
redemption date); (B) shall specify the last day of such Long-Term Interest
Rate Period, or, if successive Long-Term Interest Rate Periods shall have been
designated, the last day of each such Long-Term Interest Rate Period (which
shall be either the day prior to the Maturity Date, or a day which both
immediately precedes a Business Day and is more than 270 days after the
effective date thereof); and (C) if given during a Long-Term Interest Rate
Period, may specify a date or dates prior to such effective date on or prior
to which Bondowners may deliver, pursuant to Section 302(c), (1) notice
regarding the purchase of such Bonds and (2) such Bonds. If the Company shall
designate successive Long-Term Interest Rate Periods, but shall not, with
respect to the second or any subsequent Long-Term Interest Rate Period,
specify any of the information described in clauses (A), (B) or (C) above, the
Company, by written direction to the Authority, the Paying Agent, the Trustee
and the Remarketing Agent, given not later than the fifth Business Day
preceding the 16th day prior to the first day of such successive Long-Term
Interest Rate Period, shall specify any of such information not previously
specified with respect to such Long-Term Interest Rate Period. During the
Long-Term Interest Rate Period commencing and ending on the dates so
determined and during each successive Long-Term Interest Rate Period, if any,
the interest rate borne by the Bonds shall be a Long-Term Interest Rate. If,
by the fifth Business Day preceding the 15th day prior to the last day of any
Long-Term Interest Rate Period, the Paying Agent and the Trustee shall not
have received notice of the Company's election that, during the next
succeeding Interest Rate Period, the Bonds shall bear interest at a Daily

Interest Rate, a Weekly Interest Rate, a Short-Term Interest Rate or a Long-
Term Interest Rate, the next succeeding Interest Rate Period shall be a Short-
Term Interest Rate Period with a Short-Term Segment that has a duration of one
day.

(iii) Notice of Adjustment to or Continuation of Long-Term
Interest Rate Period. The Paying Agent shall give notice of an adjustment to
a (or the continuation of another) Long-Term Interest Rate Period to
Bondowners not less than 15 days prior to the effective date (or each
effective date in the case of an adjustment from a Short-Term Interest Rate
Period in accordance with the alternative set forth in clause II of Section
301(g)(iv)) of such Long-Term Interest Rate Period. Such notice shall state
(1) that the interest rate on the Bonds will be adjusted to or continue to be,
a Long-Term Interest Rate, (2) the effective date and the last day of such
Long-Term Interest Rate Period, (3) that the Long-Term Interest Rate for such
Long-Term Interest Rate Period will be determined on or prior to the effective
date thereof, (4) how such Long-Term Interest Rate may be obtained from the
Remarketing Agent, (5) the Interest Payment Dates after such effective date,
(6) that Bondowners will have the right to have their Bonds purchased on such
effective date, (7) the procedures of such purchase, (8) that, during such
Long-Term Interest Rate Period, Bondowners will not have the right to require
the purchase of Bonds, except on the day following the last day of such Long-
Term Interest Rate Period, and (9) the redemption provisions set forth in
Section 303 which will apply during such Long-Term Interest Rate Period. The
Trustee shall give notice of any mandatory redemptions of the Bonds which will
apply on such effective date in accordance with the provisions of Section 303.

(i) (Reserved).

(j) Determinations of Remarketing Agent Binding. The
establishment and determination of each Daily Interest Rate, Weekly Interest
Rate, Long-Term Interest Rate and Short-Term Interest Rate by the Remarketing
Agent, shall be conclusive and binding upon the Remarketing Agent, the Paying
Agent, the Trustee, the Authority, the Company and the Bondowners.

(k) Failure to Adjust Interest Rate. (i) In the event that an
attempted adjustment from the Weekly Interest Rate Period or the Daily
Interest Rate Period to another Interest Rate Period as herein provided does
not become effective, the Weekly Interest Rate Period or the Daily Interest
Rate Period then in effect, as the case may be, shall continue in effect.

(ii) In the event that an attempted adjustment from the Short-Term
Interest Rate Period does not become effective, the affected Bonds shall
remain in the Short-Term Interest Rate Period, and automatically convert to a
Short-Term Segment of one day.

(iii) In the event that an attempted adjustment from the Long-Term
Interest Rate Period to another Interest Rate Period or the continuation of
the Long-Term Interest Rate Period as herein provided does not become
effective for any reason, including the failure to determine a Long-Term
Interest Rate, the affected Bonds shall automatically be subject to purchase
by the Company in lieu of redemption as provided in Subsection 303(k) and
thereafter, unless otherwise directed by the Company, shall automatically
convert to the Short-Term Interest Rate Period with a Short-Term Segment of
one day. In such event, the Remarketing Agent shall immediately notify the

Company, the Tender Agent, the Trustee and the Paying Agent of the failure to
adjust from the Long-Term Interest Rate.

(iv) Notwithstanding any direction in this Subsection 301(k) to the
contrary, any purchases of Bonds or mandatory redemptions of Bonds (and
purchases in lieu of certain mandatory redemptions) which would have taken
place on the proposed effective date of such adjustment shall take place as if
such attempted adjustment were in fact effective.

Section 302. Purchase of Bonds.

(a) Daily Interest Rate Period. During any Daily Interest Rate Period and
on the day (which must be a Business Day) next succeeding the last day of each
Daily Interest Rate Period, any Bond shall be purchased from its Bondowner by
the Tender Agent or the Remarketing Agent on any Business Day at a purchase
price equal to the principal amount thereof plus accrued interest, if any, to
the date of purchase, upon (i) delivery by the Bondowner to the Tender Agent
at its Principal Office or the Remarketing Agent at its Principal Office, by
no later than 11:00 a.m., on such Business Day, of an irrevocable written
notice or an irrevocable telephonic notice, which states the principal amount
and number of such Bond, and (ii) delivery of such Bond to the Tender Agent
(if such notice was delivered to the Tender Agent) at its Principal Office or
the Remarketing Agent (if such notice was delivered to the Remarketing Agent)
at its Principal Office, accompanied by an instrument of transfer thereof, in
form satisfactory to the Tender Agent or the Remarketing Agent, as the case
may be, executed in blank by the Bondowner thereof with the signature of such
Bondowner guaranteed by a bank, trust company or member firm of the New York
Stock Exchange, at or prior to 12:00 noon, on such Business Day.

(b) Weekly Interest Rate Period. During any Weekly Interest
Rate Period and on the day (which must be a Business Day) next succeeding the
last day of each Weekly Interest Rate Period, any Bond shall be purchased from
its Bondowner by the Tender Agent on any Business Day at a purchase price
equal to the principal amount thereof plus accrued interest, if any, to the
date of purchase, upon (i) delivery by the Bondowner to the Tender Agent at
its Principal Office of an irrevocable written notice or an irrevocable
telephonic notice, promptly confirmed by telecopy or other writing, which
states the principal amount and number of such Bond and the date on which the
same shall be purchased, which date shall be a Business Day not prior to the
seventh day next succeeding the date of the delivery of such notice to the
Tender Agent, and (ii) delivery of such Bond to the Tender Agent at its
Principal Office, accompanied by an instrument of transfer thereof, in form
satisfactory to the Tender Agent, executed in blank by the Bondowner thereof
with the signature of such Bondowner guaranteed by a bank, trust company or
member firm of the New York Stock Exchange, at or prior to 10:00 a.m., on the
date specified in such notice.

(c) On Day Next Succeeding the Last Day of Each Short-Term
Segment or Long-Term Interest Rate Period. On the day next succeeding the
last day of each Short-Term Segment or Long-Term Interest Rate Period, any
Bond shall be purchased from its Bondowner by the Tender Agent, at a purchase
price equal to the principal amount thereof plus accrued interest, if any, to
the date of purchase upon (i) delivery by the Bondowner of such Bond to the
Tender Agent at its Principal Office on or prior to the date specified for

such delivery in the notice of the adjustment of such Interest Rate Period
delivered pursuant to Section 301(e)(iii), (f)(iii), (g)(iii), or (h)(iii),
or, if no such date shall have been so specified, (A), in the case of a Short-
Term Segment, 3:00 p.m., on the second Business Day (or if a Short-Term
Segment has a term of only one day, then not later than 3:00 p.m., on the
Business Day) prior to such day or (B), in the case of a Long-Term Interest
Rate Period, on or prior to the seventh day preceding the first day of the
next succeeding Interest Rate Period, of an irrevocable written notice or an
irrevocable telephonic notice promptly confirmed by telecopy or other writing,
which states the principal amount and number of such Bond, and (ii) delivery
of such Bond to the Tender Agent at its Principal Office, accompanied by an
instrument of transfer thereof, in form satisfactory to the Tender Agent,
executed in blank by the Bondowner thereof with the signature of such
Bondowner guaranteed by a bank, trust company or member firm of the New York
Stock Exchange, at or prior to 10:00 a.m., on the date specified for such
delivery in the notice of the adjustment of such Interest Rate Period
delivered pursuant to Section 301(e)(iii), (f)(iii), (g)(iii) or (h)(iii), or,
if no such date shall have been so specified, on the first day of the next
succeeding Interest Rate Period.

(d) On Day Next Succeeding Last Day of Each Short-Term Interest
Rate Period. On the day next succeeding the last day of each Short-Term
Interest Rate Period for a Bond, such Bond shall be purchased from its
Bondowner by the Tender Agent, at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase unless
such Bondowner shall deliver to the Tender Agent at its Principal Office not
later than 3:00 p.m., on the second Business Day (or if a Short-Term Segment
has a term of only one day, then not later than 3:00 p.m., on the Business
Day) prior to such day, such Bond together with written notice which states
the principal amount and number of such Bond and that such Bond shall not be
so purchased. The purchase price of any Bond so purchased shall be payable
only upon surrender of such Bond to the Tender Agent at its Principal Office,
accompanied by an instrument of transfer thereof, in form satisfactory to the
Tender Agent, executed in blank by the Bondowner thereof with the signature of
such Bondowner guaranteed by a bank, trust company or member firm of the New
York Stock Exchange.

(e) Irrevocable Notice or Failure to Give Notice Deemed to be
Tender of Bond. The giving of notice as provided in Section 302(a), (b) or
(c) or the failure to give notice as provided in Section 302(d) shall
constitute the irrevocable tender for purchase of each Bond with respect to
which such notice shall have been given or not given, as the case may be,
irrespective of whether such Bond shall be delivered as provided in such
sections. Upon the purchase as provided in such sections by the Tender Agent
or the Remarketing Agent, as the case may be, of each Bond so deemed to be
tendered, such Bond shall cease to bear interest payable to the former
Bondowner thereof, who thereafter shall have no rights with respect thereto,
other than the right to receive the purchase price thereof upon surrender of
such Bond to the Tender Agent or the Remarketing Agent, as the case may be,
and such Bond shall be no longer outstanding.

(f) Purchase of Bonds Delivered to Remarketing Agent. On the
date Bonds are to be purchased pursuant to Section 302(a) by the Remarketing
Agent, the Remarketing Agent shall purchase, but only from the funds specified
in the next sentence, such Bonds from the Bondowners thereof at a purchase

price equal to the principal amount thereof plus accrued interest, if any, to
the date of purchase. Funds for the payment of such purchase price shall be
derived first from the proceeds of the sale of such Bonds pursuant to
Section 313, and second from moneys furnished by the Company to the
Remarketing Agent pursuant to Section 311 of this Agreement. If sufficient
funds are not available to the Remarketing Agent for the purchase of all Bonds
tendered, no purchase shall be consummated.

(g) Purchase of Bonds Delivered to the Tender Agent. On the
date Bonds are to be purchased pursuant to Section 302 by the Tender Agent,
the Tender Agent shall purchase, but only from the funds specified in the next
sentence, such Bonds from the Bondowners thereof at a purchase price equal to
the principal amount thereof plus accrued interest, if any, to the date of
purchase. Funds for the payment of such purchase price shall be derived first
from proceeds of the sale of such Bonds pursuant to Section 313, and second
from moneys furnished by the Company to the Paying Agent pursuant to
Section 311. If sufficient funds are not available to the Tender Agent for
the purchase of all Bonds tendered, no purchase shall be consummated.

(h) Duty of Paying Agent to Hold Purchase Price for Bondowner.
It shall be the duty of the Paying Agent to hold in a separate trust account
the moneys for the purchase price of any Bond required to be delivered to the
Tender Agent in accordance with this Section 302 or Section 303(k) and not so
delivered, without liability for interest thereon, for the benefit of the
former Bondowner, who shall thereafter be restricted exclusively to such
moneys, for any claim of whatever nature on his part under this Agreement or
on, or with respect to, such Bond. Any moneys so deposited with and held by
the Paying Agent not so applied to the purchase of Bonds within one year after
the date of purchase shall be paid by the Paying Agent to the Company upon the
written direction of an Authorized Officer of the Company and thereafter the
former Bondowners shall be entitled to look only to the Company for payment of
such purchase price, and then only to the extent of the amount so repaid, and
the Company shall not be liable for any interest thereon and shall not be
regarded as a trustee of such moneys and the Paying Agent shall have no
further responsibility with respect to such moneys.

(i) Duty of Remarketing Agent to Hold Purchase Price for
Bondowner. It shall be the duty of the Remarketing Agent to hold in a
separate trust account the moneys for the purchase price of any Bond required
to be delivered to the Remarketing Agent in accordance with Section 302(a) and
not so delivered, without liability for interest thereon, for the benefit of
the former Bondowner, who shall thereafter be restricted exclusively to such
moneys, for any claim of whatever nature on his part under this Agreement or
on, or with respect to, such Bond. Any moneys so deposited with and held by
the Remarketing Agent not so applied to the purchase of Bonds within one year
after the date of purchase shall be paid by the Remarketing Agent to the
Company upon the written direction of an Authorized Officer of the Company and
thereafter the former Bondowners shall be entitled to look only to the Company
for payment of such purchase price, and then only to the extent of the amount
so repaid, and the Company shall not be liable for any interest thereon and
shall not be regarded as a trustee of such moneys and the Remarketing Agent
shall have no further responsibility with respect to such moneys.

(j) Delivery of Purchased Bonds. (i) Bonds sold by the
Remarketing Agent pursuant to Section 313 shall be delivered to the purchasers

thereof. Bonds purchased by the Remarketing Agent with moneys from the
Company (and not from the proceeds of remarketed Bonds) shall, at the
direction of the Company, be (A) delivered to the Remarketing Agent for
remarketing, (B) canceled or (C) delivered to the Company.

(ii) Bonds purchased by the Tender Agent with moneys from
the Company (and not from the proceeds of remarketed Bonds) shall, at the
direction of the Company, be (A) delivered to the Remarketing Agent for
remarketing, (B) canceled or (C) delivered to the Company.

Section 303. Redemption of the Bonds.

(a) Optional Redemption. (i) During a Daily or Weekly Interest Rate
Period. On any Business Day during a Daily Interest Rate Period or a Weekly
Interest Rate Period, and on the day next succeeding the last day of each such
Interest Rate Period, the Bonds shall be subject to optional redemption by the
Authority, at the written direction of the Company, in whole or in part, at
100% of their principal amount, plus accrued interest, if any, to the
redemption date.

(ii) During a Short-Term Interest Rate Period. On the day
next succeeding the last day of any Short-Term Segment with respect to any
Bond, such Bond shall be subject to optional redemption by the Authority, at
the written direction of the Company, in whole or in part, at 100% of its
principal amount plus accrued interest, if any, to the redemption date.

(iii) During a Long-Term Interest Rate Period. During any
Long-Term Interest Rate Period, and on the day next succeeding the last day of
each Long-Term Interest Rate Period, the Bonds shall be subject to optional
redemption by the Authority, at the written direction of the Company, during
the periods specified below, in whole at any time or in part from time to
time, at the redemption prices (expressed as percentages of principal amount)
hereinafter indicated plus accrued interest, if any, to redemption date:

Length of Long-Term
Interest Rate Period
(expressed in years) Redemption Prices

greater than 15 after 10 years at 102%, declining by
1% on each succeeding anniversary to
100% and thereafter at 100%
less than or equal to 15 after 8 years at 102%, declining by
and greater than 12 1% on each succeeding anniversary to
100% and thereafter at 100%

less than or equal to 12 after 6 years at 101%, declining by
and greater than 9 1% on the next anniversary to 100%
and thereafter at 100%

less than or equal to 9 and after 4 years at 100-1/2%, declining
greater than 6 by 1/2 of 1% on the next anniversary
to 100% and thereafter at 100%

less than or equal to 6 and after 2 years at 100-1/2%, declining
greater than 3 by 1/2 of 1% on the next anniversary
to 100% and thereafter at 100%

less than or equal to 3 and
greater than 1 after 1 year at 100%
1 year or less only on day next succeeding last day
of period at 100%

(b) Mandatory Redemption on First Day of Certain Interest Rate
Periods. The Bonds shall be subject to mandatory redemption by the Authority
at the redemption prices specified in Section 303(d) as follows: (i) on the
first day of each Long-Term Interest Rate Period which follows a Daily
Interest Rate Period, a Weekly Interest Rate Period or a Long-Term Interest
Rate Period (other than a Long-Term Interest Rate Period immediately
succeeding a Long-Term Interest Rate Period of more than one year in duration,
both of which shall be equal in length, as nearly as possible taking into
account the requirements of Section 301(h)(ii)); (ii) on the first day of each
Daily Interest Rate Period and Weekly Interest Rate Period which follows a
Long-Term Interest Rate Period; and (iii) on the first day of each Short-Term
Interest Rate Period; provided, that there shall not be so redeemed (A) Bonds
which shall have been purchased in accordance with Section 302 on such
redemption date or on any day during the 10-day period preceding such
redemption date, (B) Bonds or portions of principal amount thereof which will
be in Authorized Denominations on such redemption date with respect to which
the Tender Agent shall have received directions not to so redeem the same from
the owners thereof in accordance with Section 303(h), (C) Bonds issued in
exchange for or upon the registration of transfer of Bonds and such portions
of principal amount referred to in clauses (A) and (B) above, and (D) Bonds or
such portions of principal amount thereof purchased by the Company in
accordance with Section 303(k).

(c) Mandatory Redemption of Bonds Not in Authorized
Denominations. That portion of any Bond which causes such Bond to be not then
in an Authorized Denomination shall be subject to mandatory redemption by the
Authority at the redemption prices specified in Section 303(d) on the first
day of each Daily Interest Rate Period, Weekly Interest Rate Period,
Short-Term Interest Rate Period and Long-Term Interest Rate Period.

(d) Redemption Price with Respect to Certain Redemptions. Any
redemption pursuant to Section 303(b) or (c) shall be at the redemption price
of 100% of the principal amount of the Bonds or, in the case of a redemption
on the first day of an Interest Rate Period which shall be preceded by a
Long-Term Interest Rate Period and which shall commence prior to the day
originally established as the last day of such preceding Long-Term Interest
Rate Period, at a redemption price equal to the redemption price set forth in
Section 303(a)(iii) which would have been applicable to the Bonds on such
redemption date if such preceding Long-Term Interest Rate Period had continued
to the day originally established as its last day.

(e) Special Mandatory Redemption Upon Taxability. If, as a
result of the failure of the Company to observe any covenant, agreement or
representation in this Agreement, a court of competent jurisdiction or any
administrative agency finally determines (such determination not to be

considered final unless the Company has been given written notice and, if it
so desires, has been afforded an opportunity, at the Company's expense, to
contest, either directly or in the name of any Bondowner, any such
determination or until the conclusion of any appellate review if sought by the
Company) that the interest payable on any Bond is includable for federal
income tax purposes in the gross income, as defined in Section 61 of the IRC,
of any Bondowner (other than a "substantial user" of the Project or a "related
person," as defined in the IRC), the Bonds shall be subject to special
mandatory redemption prior to maturity, as a whole, or in part if such partial
redemption will preserve the exclusion from gross income for federal income
tax purposes of interest on the remaining Bonds outstanding (and if in part,
to be selected by the Paying Agent or by DTC, as applicable, by lot or in any
other customary manner as determined by the Paying Agent or by DTC, as
applicable) at a redemption price equal to the principal amount thereof, plus
interest accrued to the redemption date, without premium. The Company will
give notice to the Authority, the Trustee and the Paying Agent in writing of
the amount of Bonds to be redeemed and of the date selected for such
redemption not later than 90 days after the date of such final determination,
such redemption date to be not more than 90 days after the date of such
written notice.

(f) Extraordinary Optional Redemption. The Bonds are subject to
redemption prior to maturity at the option of the Company, by notice to the
Trustee, the Paying Agent and the Authority, in whole, at any time, at a
redemption price equal to the principal amount of the outstanding Bonds, plus
accrued interest thereon to the date of redemption, without premium, on any
date selected by the Company, but not less than 45 days after nor more than
180 days after the Company shall have given notice of its exercise of the
right to make such prepayment. The Company may exercise its right to cause
the Bonds to be redeemed at its option, if

(i) in the opinion of the Company, the continued operation
by the Company of the Unit is impracticable, uneconomical or undesirable due
to (A) the imposition of taxes or other liabilities or burdens not being
imposed as of the date of the Bonds, (B) changes in technology or in the
economic availability of raw materials or operating supplies or equipment or
(C) destruction of or damage to all or a substantial portion of the Unit;
provided, however, that the Company may not exercise its right to redeem the
Bonds for reasons described in this clause (i) if any portion of the
redemption price is to be paid from the proceeds of tax-exempt Bonds; or

(ii) all or substantially all of the Unit shall have been
condemned or taken by eminent domain; or

(iii) the operation by the Company of the Unit shall have
been prevented from carrying on normal operations at such Unit for a period of
six months or more; or

(iv) in the event the First Mortgage Bonds have been
issued, all or substantially all the mortgaged and pledged property
constituting bondable property (as defined in the First Mortgage) which at the
time shall be subject to the lien of the First Mortgage as a first lien shall
be released from the lien of the First Mortgage pursuant to the provisions
thereof, and available moneys in the hands of the trustee or trustees at the
time serving as such under the First Mortgage, including any moneys deposited

by the Company available for the purpose, are sufficient to redeem all the
first mortgage bonds of all series issued pursuant to the First Mortgage at
the redemption prices (together with accrued interest to the date of
redemption) specified therein applicable to the redemption thereof upon the
happening of such event.

For purposes of clause (i) of this Subsection 303(f), the "opinion of
the Company" shall be expressed to the Authority and the Trustee by delivery
of a certified copy of a resolution of the Board of Directors of the Company
or the Executive Committee thereof stating that it is the opinion of said
Board of Directors or Executive Committee that the circumstances, situations
or conditions described in subclause (A), (B) or (C) of such clause (i) exist
to the extent required for the Company to exercise the option provided.

(g) Payment of Redemption Price and Accrued Interest. Whenever
Bonds are called for redemption, the accrued interest thereon shall become due
on the redemption date and shall be paid from the Debt Service Fund to the
extent available therein. To the extent not otherwise provided, the Company
shall deposit with the Paying Agent prior to the redemption date a sufficient
sum to pay the redemption price of and accrued interest on the Bonds.

(h) Waiver of Redemption by Bondowner. Any Bondowner may direct
the Tender Agent not to redeem its Bonds (or portions of principal amount
thereof in Authorized Denominations) pursuant to Section 303(b) by delivering
to the Tender Agent at its Principal Office on or prior to the date on which
the notice specified in Section 302 is required to be delivered for Bonds to
be purchased (or in the case of any Bond bearing interest at a Short-Term
Interest Rate, not to be purchased) on the date for such redemption, a written
instrument which (1) states that such person is the Bondowner and specifies
the number and denomination of such Bond, (2) states that such Bondowner has
knowledge of the Interest Rate Period to commence on such redemption date, (3)
if applicable, that the redemption price will be at a premium, and (4) directs
the Authority not to redeem such Bond or portion of principal amount thereof
specified therein. Any instrument delivered to the Tender Agent in accordance
with this section shall be irrevocable with respect to the redemption for
which such instrument was delivered and shall be binding upon subsequent
owners of such Bond or portion of principal amount thereof, including Bonds
issued in exchange therefor or upon the registration of transfer thereof; but
such instrument shall have no effect upon any subsequent redemption of Bonds.

(i) Notice of Redemption. (i) Notice of the call for any
redemption of Bonds or any portion thereof (which shall be in Authorized
Denominations, except as provided in Section 303(c)) pursuant to this Section
303 identifying the Bonds or portions thereof to be redeemed, specifying the
redemption date, the redemption price, the place and manner of payment and
that from the redemption date interest will cease to accrue, shall be given by
the Paying Agent by mailing a copy of the redemption notice by first-class
mail to the owner of each Bond to be redeemed in whole or in part at the
address shown on the registration books. In the case of a redemption pursuant
to Section 303(b) or (c), such notice shall be given as a part of the notice
given pursuant to Section 301(e)(iii), (f)(iii), (g)(iii) or (h)(iii), and, in
the case of any other redemption hereunder, such notice shall be given at
least 15 days prior to the date fixed for redemption to the owners of Bonds to
be redeemed; provided, however, that failure to duly give such notice, or any
defect therein, shall not affect the validity of any proceedings for the

redemption of Bonds with respect to which no such failure or defect occurred.
Upon presentation and surrender of Bonds so called for redemption in whole or
in part at the place or places of payment, such Bonds or portions thereof
shall be redeemed.

(ii) With respect to any notice of redemption of Bonds in
accordance with Section 303(b), such notice, in addition, shall state (A) the
Interest Rate Period to commence on such redemption date, (B) that Bondowners
may direct the Paying Agent not to so redeem Bonds and the procedures for
doing so, and (C) that all Bonds so called for redemption shall be redeemed,
except (1) Bonds which shall have been purchased in accordance with Section
302 on such redemption date or on any day during the 10-day period preceding
such redemption date, (2) Bonds or portions of principal amount thereof which
will be in Authorized Denominations on such redemption date with respect to
which the Tender Agent shall have received direction not to so redeem the same
from the owners thereof in accordance with Section 303(h), (3) Bonds issued in
exchange for or upon the registration of transfer of Bonds referred to in
clauses (1) and (2) above, and (4) Bonds or such portions of principal amount
thereof purchased by the Company in accordance with Section 303(k).

(iii) Any notice mailed as provided in this section shall be
conclusively presumed to have been duly given, whether or not the Bondowner
receives the notice.

(j) Partial Redemption of Bonds. (i) In case a Bond is of a
denomination larger than the minimum Authorized Denomination, all or a portion
of such Bond may be redeemed provided the principal amount not being redeemed
is in an Authorized Denomination.

(ii) Upon surrender of any Bond for redemption in part
only, the Paying Agent shall authenticate and deliver to the owner thereof,
without cost to the Bondowner, a new Bond or Bonds of Authorized Denominations
in aggregate principal amount equal to the unredeemed portion of the Bond
surrendered.

(k) Purchase by Company In Lieu of Redemption. (i) Bonds or
portions thereof called for and subject to redemption pursuant to Section
303(b) shall be purchased by the Company on the date upon which such Bonds or
portions of Bonds were to have been redeemed at a purchase price equal to the
price at which such Bonds or portions of Bonds were to have been redeemed, if
the Company shall give written notice to the Trustee, the Paying Agent, the
Tender Agent and the Remarketing Agent before such date specifying the
principal amount of Bonds or portions of Bonds to be so purchased.

(ii) Bonds or portions thereof called for and subject to
purchase by the Company pursuant to Section 301(k)(iii) shall be purchased by
the Company on the date of the failure to convert from or determine the Long-
Term Interest Rate at a purchase price equal to the principal amount thereof.

(iii) The Tender Agent shall pay the purchase price of Bonds
or portions thereof to be so purchased by the Company from moneys deposited
with the Tender Agent by the Company (which moneys must be deposited with the
Tender Agent by the Company on or prior to such purchase date). If sufficient
funds are not available for the purchase of all Bonds tendered on any delivery
date on which Bonds are to be purchased, no purchase shall be consummated.

(iv) Bonds or portions thereof purchased by the Tender
Agent pursuant to this Section 303(k) shall be delivered by the Tender Agent
to or for the account of the Company within five (5) Business Days thereafter.

(v) Any other provisions of this Agreement to the contrary
notwithstanding, Bonds or portions thereof purchased by the Company pursuant
to this Section 303(k) shall not be remarketed or delivered by the Paying
Agent to the purchasers thereof except in Authorized Denominations (which may
be accomplished by exchanging, by or at the direction of the Company, Bonds or
portions thereof which are not in such Authorized Denominations for a Bond or
Bonds which are in Authorized Denominations in accordance with the provisions
of this Agreement).

(vi) Bonds or portions of Bonds to be purchased by the
Company which are not delivered to the Tender Agent on the date on which such
Bonds or portions of Bonds were to have been redeemed shall be deemed to have
been purchased by the Company, and the Company shall be the owner of such
Bonds or portions of Bonds for all purposes under this Agreement, but subject
to the provisions of this Agreement, whereupon interest accruing after such
date on such Bonds or portions of Bonds shall no longer be payable to the
former owners thereof but shall be paid to the Company. Subject to and in
accordance with the provisions of this Agreement, the Paying Agent shall
authenticate a new Bond or Bonds in an aggregate principal amount equal to the
principal amount of Bonds or portions of Bonds purchased in accordance with
this Section 303(k), whether or not the Bonds or portions of Bonds so
purchased are presented by the owners thereof, bearing a number or numbers not
contemporaneously outstanding. The Paying Agent shall maintain a record of
the serial numbers of the Bonds or portions of Bonds deemed to have been
purchased by the Company, together with the names and addresses of the former
owners thereof.

(l) Selection of Bonds for Redemption. Subject to the provisions of
Section 301(c)(vi) if less than all of the Bonds are called for redemption,
the Paying Agent shall select the Bonds or portions thereof to be redeemed, in
such manner as in the Paying Agent's sole discretion it shall deem appropriate
and fair. The Paying Agent shall promptly notify the Authority and the
Company in writing of the Bonds or portions thereof selected for redemption;
provided, however, that in connection with any redemption of Bonds the Paying
Agent shall first select for redemption any Bonds held by the Tender Agent or
the Remarketing Agent, if any for the account of the Company or held of record
by the Company. If it is determined that one or more, but not all, of the
portions of principal amount represented by any such Bond is to be called for
redemption, then, upon notice of intention to redeem such portion or portions,
the owner of such Bond shall forthwith surrender such Bond to the Paying Agent
for (a) payment to such Bondowner of the redemption price of the portion or
portions of principal amount called for redemption, and (b) delivery to such
Bondowner of a new Bond or Bonds in the aggregate principal amount of the
unredeemed balance of the principal amount of the Bond. New Bonds
representing the unredeemed balance of the principal amount of such Bonds
shall be issued to the owner thereof, without charge therefor. If the owner
of any such Bond shall fail to present such Bond to the Paying Agent for
payment and exchange as aforesaid, such Bond shall, nevertheless, become due
and payable on the date fixed for redemption to the extent of the portion or
portions of principal amount called for redemption (and to that extent only).

Section 304. Application of Bond Proceeds. Upon the receipt of the
proceeds of the initial sale of the Bonds, including accrued interest, if any,
the Authority shall make payments from such proceeds as follows: (a) a sum
equal to the accrued interest, if any, on the Bonds shall be deposited in the
Debt Service Fund; and (b) the balance shall be deposited in the Construction
Fund.

Section 305. Reserved.

Section 306. Debt Service Fund.

(a) A Debt Service Fund is hereby established and maintained by the Trustee
if the Trustee also serves as the Paying Agent, and otherwise the Debt Service
Fund shall be established and maintained by the Paying Agent, and moneys shall
be deposited therein as provided in this Agreement. Accrued interest, if any,
received upon the sale of Bonds shall be deposited in the Debt Service Fund.
The moneys in the Debt Service Fund and any investments held as part of such
Fund shall be held in trust and, except as otherwise provided, shall be
applied solely to the payment of the principal, redemption premium, if any,
and interest on the Bonds. If at any time the amount deposited by the Company
in the Debt Service Fund with respect to payments currently due pursuant to
Section 311 is in excess of the amount required to be so deposited, the
Trustee or the Paying Agent, as appropriate, shall, upon the request of the
Company, transfer such excess to the Company unless there is then an Event of
Default known to the Trustee or the Paying Agent, as appropriate, with respect
to payments to the Debt Service Fund or to the Trustee, the Paying Agent or
the Authority, in which case the excess shall be applied to such payments.

(b) The Company shall deposit moneys into the Debt Service Fund
for the payment of Bonds in immediately available funds at the opening of
business on the date on which the payment is required to be made hereunder.

Section 307. Reserved.

Section 308. First Mortgage Bond Fund. A First Mortgage Bond Fund is
hereby established with the Trustee. There shall be deposited to the credit
of the First Mortgage Bond Fund all payments, if any, made on the First
Mortgage Bonds, if any. The moneys in the First Mortgage Bond Fund shall be
held by the Trustee in trust in the Debt Service Fund and applied first to the
amounts which the Company may be required to pay to the Trustee or the Paying
Agent, as appropriate, and the balance, if any, shall be applied to the
redemption of Bonds and, pending such application, shall be subject to a lien
and charge in favor of the Bondowners.

Section 309. Expenses of Issue. The Company shall pay from its own
funds all expenses of issue of the Bonds, including underwriting charges as
may be agreed, in excess of the expenses permitted to be paid from the
proceeds of the Bonds. No more than 2% of the proceeds of the Bonds shall be
used to pay such expenses.

Section 310. Application of Moneys. If available moneys in the Debt
Service Fund are not sufficient on any day to pay all principal, redemption
premium, if any, and interest on the Outstanding Bonds then due or overdue,
such moneys (other than any sum in the Debt Service Fund irrevocably set aside

for the redemption of particular Bonds or required to purchase Bonds under
outstanding purchase contracts) shall, after payment of all charges and
disbursements of the Trustee and Paying Agent in accordance with this
Agreement, be applied first to the payment of interest, including interest on
overdue principal, in the order in which the same became due (pro rata with
respect to interest which became due at the same time) and second to the
payment of principal and redemption premiums, if any, without regard to the
order in which the same became due (in proportion to the amounts due). For
this purpose interest on overdue principal shall be treated as coming due on
the first day of each month. Whenever moneys are to be applied pursuant to
this section, such moneys shall be applied by the Trustee or the Paying Agent
from time to time, having due regard to the amount of such moneys available
for application and the likelihood of additional moneys becoming available for
such application in the future. Whenever the Trustee or the Paying Agent
shall apply such moneys pursuant to this section, it shall fix the date (which
shall be the first of a month unless the Trustee or the Paying Agent shall
deem another date more suitable) upon which such application is to be made,
and upon such date interest on the amounts of principal paid on such date
shall cease to accrue. The Trustee or the Paying Agent shall give such notice
as it may deem appropriate of the fixing of any such date. When interest or a
portion of the principal is to be paid on an overdue Bond, the Paying Agent
may require presentation of the Bond for endorsement of the payment.

Section 311. Payments by the Company.

(a) Debt Service. (i) Not later than the opening of business on the
Business Day on which a payment of principal or interest is due, the Company
shall pay or cause to be paid to the Trustee or the Paying Agent, as
appropriate, for deposit in the Debt Service Fund an amount available on such
payment date equal to such payment less the amount, if any, in the Debt
Service Fund and available therefor.

(ii) The payments to be made under the foregoing subsection
shall be appropriately adjusted to reflect the date of issue of Bonds, accrued
interest deposited in the Debt Service Fund, if any, and any purchase or
redemption of Bonds so that there will be available on each payment date in
the Debt Service Fund the amount necessary to pay the interest and principal
and premium, if any, due or coming due on the Bonds and so that accrued
interest will be applied to the installments of interest to which it is
applicable.

(iii) At any time when any principal of the Bonds is
overdue, the Company shall also have a continuing obligation to pay to the
Trustee or the Paying Agent, as appropriate, for deposit in the Debt Service
Fund an amount equal to interest on the overdue principal but the installment
payments required under this section shall not otherwise bear interest.
Redemption premiums shall not bear interest.

(iv) Payments by the Company to the Trustee or the Paying
Agent, as appropriate, for deposit in the Debt Service Fund under this
Agreement shall discharge the obligation of the Company to the extent of such
payments; provided, that if any moneys are invested in accordance with this
Agreement and a loss results therefrom so that there are insufficient funds to

pay principal and interest on the Bonds when due, the Company shall supply the
deficiency.

(b) Additional Payments. (i) Within thirty (30) days after
notice from the Authority, the Company shall pay to the Authority all
expenditures (except general administrative expenses or overhead) reasonably
incurred by the Authority by reason of this Agreement.

(ii) Within thirty (30) days after notice from the Trustee,
the Company shall pay to the Trustee its reasonable fees and expenses as set
forth in Section 702 of this Agreement.

(iii) Within thirty (30) days after notice from the Paying
Agent, the Company shall pay to the Paying Agent its reasonable fees and
expenses, as set forth in Section 702 of this Agreement.

(c) Company's Purchase of Bonds. If the amount received by the
Paying Agent or the Remarketing Agent for the purchase of Bonds tendered
pursuant to Section 302 is not sufficient to pay the purchase price of such
Bonds on the date when due, the Company shall pay the amount of such
deficiency to the Paying Agent or the Remarketing Agent, as the case may be,
in accordance with Section 313(c). Bond certificates shall not be issued,
transferred or exchanged with respect to Bonds the purchase price of which has
been paid by the Company ("Borrower Bonds") until transferred pursuant to the
following sentence. Borrower Bonds shall, upon written instructions of the
Company to the Paying Agent, be canceled or transferred to the Remarketing
Agent for delivery to or at the direction of any purchaser of such Bonds from
the Company. Any Borrower Bond shall not be subject to purchase under Section
302.

Section 312. Unconditional Obligation. To the extent permitted by law,
the obligation of the Company to make payments to the Authority, the Paying
Agent and the Trustee under this Agreement shall be absolute and
unconditional, shall be binding and enforceable in all circumstances
whatsoever, shall not be subject to setoff, recoupment or counterclaim and
shall be a general obligation of the Company to which the full faith and
credit of the Company are pledged.

Section 313. Remarketing of Bonds Tendered.
(a) Notice of Tendered Bonds. By 11:00 a.m., on the date the Tender Agent
receives notice by any Bondowner in accordance with Section 302(a) and
promptly but in no event later than the Business Day following the day on
which the Tender Agent receives notice from any Bondowner of its demand to
have the Tender Agent purchase Bonds pursuant to Section 302(b) or (c) and
promptly after the Tender Agent receives notice from any Bondowner under
Section 302(d) of its election not to have a Bond purchased, the Tender Agent
shall give telegraphic, telecopy or telephonic notice to the Remarketing Agent
and the Company specifying the principal amount of Bonds which such Bondowner
has demanded to have purchased or not to have purchased, as the case may be,
and shall promptly deliver a copy of such written notice from the Bondowner to
the extent received to each of such parties. Not later than 12:00 noon, on
the date on which Bonds are to be purchased pursuant to Section 302(a), and
not later than 3:00 p.m., on the Business Day next preceding the date on which
Bonds are to be purchased under Section 302(b), (c) or (d), the Remarketing
Agent shall give telegraphic or telephonic notice, promptly confirmed in

writing, to the Paying Agent, the Trustee and the Company specifying the
names, addresses, and taxpayer identification numbers of the purchasers of,
and the principal amount and denominations of, such Bonds, if any, to be sold
by it pursuant to subsection (b) of this section, the purchase price at which
the Bonds are to be sold, and their date of sale.

(b) Remarketing of Bonds by the Remarketing Agent. Upon the
giving of notice to the Remarketing Agent by any Bondowner in accordance with
Section 302(a), the Remarketing Agent shall offer for sale and use its best
efforts to sell at the best available price the Bonds referred to in such
notice on the date on which such Bonds are to be purchased as provided in
Section 302(a). Upon the giving of notice to the Tender Agent by any
Bondowner in accordance with Section 302(a), (b) or (c) and the giving of
notice to the Remarketing Agent as provided in Section 313(a) with respect to
such notices, and upon each date upon which Bonds are to be purchased in
accordance with Section 302(d) unless the Tender Agent gives notice to the
Remarketing Agent as provided in Section 313(a) that a Bondowner has elected
not to have a Bond purchased under Section 302(d), the Remarketing Agent shall
offer for sale and use its best efforts to sell at the best available price
such Bonds on the date such Bonds are to be purchased in accordance with
Section 302.

(c) Procedure and Sources of Payment. Not later than 12:00
noon, on the date of purchase of Bonds tendered pursuant to Section 302, the
Remarketing Agent shall give notice to the Company, the Paying Agent, the
Tender Agent and the Trustee, promptly confirmed in writing to the Company, of
the aggregate amount which the Remarketing Agent has received for the purchase
of such Bonds. If the Paying Agent has not received such notice from the
Remarketing Agent by 1:00 P.M., on the purchase date for the purchase of Bonds
tendered to the Tender Agent, the Paying Agent will arrange to obtain an
amount from the Company, at the time and in the manner described in the
following sentence, which is sufficient to purchase all Bonds tendered to the
Tender Agent pursuant to Section 302. Not later than 2:00 P.M., on the
purchase date, the Company shall pay to the Paying Agent in immediately
available funds the amount necessary to purchase the Bonds tendered to the
Tender Agent pursuant to Section 302, for which the Remarketing Agent has not
received the purchase price, and the Company shall pay to the Remarketing
Agent in immediately available funds the amounts necessary to purchase the
Bonds tendered to the Remarketing Agent pursuant to Section 302(a) for which
the Remarketing Agent has not received the purchase price. The Remarketing
Agent shall transfer to the Paying Agent all amounts received by the
Remarketing Agent for the purchase of Bonds tendered to the Tender Agent in
immediately available funds by 3:00 P.M., on the purchase date, provided,
however, that in the event that any Bond is sold by the Remarketing Agent at a
price in excess of the purchase price thereof, such excess shall be paid to
the Company.

(d) No Sales After Events of Default. Anything in this
Agreement to the contrary notwithstanding, if there shall have occurred and be
continuing an Event of Default described in the first paragraph of Section
901, there shall be no sales of Bonds pursuant to this section.

Section 314. Mutilated, Destroyed, Lost or Stolen Bonds. In the event
any Bond or temporary Bond is mutilated, lost, stolen or destroyed, the Paying
Agent may authenticate a new Bond duly executed by the Authority of like date

and denomination as that mutilated, lost, stolen or destroyed; provided that,
in the case of any mutilated Bond, such mutilated Bond shall first be
surrendered to the Paying Agent, and in the case of any lost, stolen or
destroyed Bond, there shall be first furnished to the Paying Agent evidence of
such loss, theft or destruction satisfactory to the Paying Agent, together
with indemnity to the Authority and the Paying Agent satisfactory to them. In
the event any such Bond shall have matured, instead of issuing a duplicate
Bond, the Paying Agent on behalf of the Authority may pay the same without
surrender thereof. The Authority and the Paying Agent may charge the
Bondowner with their reasonable fees and expenses in this connection. The
Authority shall cooperate with the Paying Agent in connection with the issue
of replacement Bonds, but nothing in this section shall be construed in
derogation of any rights which the Authority, the Company or the Paying Agent
may have to receive indemnification against liability, or payment or
reimbursement of expenses, in connection with the issue of a replacement Bond.
All Bonds shall be held and owned upon the express condition that the
foregoing provisions are, to the extent permitted by law, exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Bonds, and shall preclude any and all other rights or remedies.

Section 315. Temporary Bonds. Pending preparation of definitive Bonds,
or by agreement with the purchasers of all Bonds, the Authority may issue and,
upon its request, the Paying Agent shall authenticate, in lieu of definitive
Bonds, one or more temporary printed or typewritten Bonds in Authorized
Denominations of substantially the tenor recited above. Upon request of the
Authority, the Paying Agent shall authenticate definitive Bonds in exchange
for any temporary Bonds upon surrender of an equal principal amount of
temporary Bonds. Until so exchanged, temporary Bonds shall have the same
rights, remedies and security hereunder as definitive Bonds.

Section 316. Cancellation and Destruction of Bonds. All Bonds paid or
redeemed, either at or before maturity shall be delivered to the Paying Agent
when such payment or redemption is made, and such Bonds, together with all
Bonds purchased by the Paying Agent and all Bonds surrendered in any exchanges
or transfers, shall thereupon be promptly canceled. Bonds so canceled may at
any time be cremated or otherwise destroyed by the Paying Agent, which shall
execute a certificate of cremation or destruction in duplicate by the
signature of one of its authorized officers describing the Bonds so cremated
or otherwise destroyed, and one executed certificate shall be filed with the
Company and the other executed certificate shall be retained by the Paying
Agent.

Section 317. Refunding Bonds. The Authority may issue, and expressly
reserves the right to issue, to the extent permitted by law, refunding bonds
under another indenture to refund all or any principal amount of the Bonds;
provided, however, that the net proceeds of any such bonds used to refund all
or any principal amount of the Bonds shall be paid directly to the Trustee for
the Bondowners and shall not come into the possession or control of the
Company.

ARTICLE IV: THE PROJECT.

Section 401. Construction Fund. A Construction Fund is hereby
established and maintained by the Trustee and moneys shall be deposited
therein as provided by this Agreement.

The moneys in the Construction Fund shall be held by the Trustee in
trust and, subject to the provisions of Sections 403 and 404 of this
Agreement, shall be applied to the payment of the cost of the Project and,
pending such application, shall be subject to a lien and charge in favor of
the holders of the Bonds issued and outstanding under this Agreement and for
the further security of such holders until paid out or transferred as herein
provided.

Section 402. Payments From Construction Fund. Payment of the cost of
the Project shall be made from the Construction Fund. All payments from the
Construction Fund shall be subject to the provisions and restrictions set
forth in this Article.

Section 403. Items of Cost. For the purposes of this Agreement, the
cost of the Project shall embrace all the costs, but only the costs, permitted
by the Act of acquiring, constructing and installing the Project and, without
intending thereby to limit or restrict any proper definition of such cost
under the Act, shall include:

(a) Payment to the Company of such amounts, if any, as shall be
necessary to reimburse the Company in full for all advances and payments
made by it or for its account at any time prior to or after the delivery
of the Bonds for expenditures in connection with the acquisition of any
property required for the Project, including payment of any short-term,
temporary or other borrowings, bonds, notes or other evidences of
indebtedness (including any unpaid fees, charges or costs in connection
therewith), the proceeds of which have been applied to the payment of
items of the cost of the Project, the preparation of plans and
specifications for the Project (including any preliminary study or
planning of the Project or any aspect thereof and any reports or
analyses concerning the Project), the acquisition, construction and
installation of the Project including reimbursement to the Company for
allowance for interest paid on indebtedness incurred for the Project
during construction prior to the date of the Bonds, interest on the
Bonds during construction which shall mean a period beginning with the
date of delivery of the Bonds and ending on the date the acquisition,
construction and installation for the Project shall have been completed,
except if the Project shall consist of facilities which will be placed
in service at different times, the date of which interest may be paid
from Bond proceeds will be the date upon which the facilities financed
from Bond proceeds will be placed in service and all real or personal
property deemed necessary in connection with the Project, or any one or
more of said expenditures (including architectural, engineering and
supervisory services).

(b) Payment for labor, services, materials and supplies used or
furnished in site improvement and in the acquisition, construction and
installation of the Project, all as provided in the plans and
specifications therefor, payment for the cost of the acquisition,

construction and installation of utility services or other facilities,
and all real and personal property deemed necessary in connection with
the Project and payment for the miscellaneous expenses incidental to any
of the foregoing items.

(c) To the extent not paid by a contractor in connection with
any part of the Project, payment of the premiums on all insurance
required to be taken out and maintained until the completion date, or
reimbursement thereof, if paid by the Company.

(d) Payment of the taxes, assessments and other charges, if any,
that may become payable until the completion date, or reimbursement
thereof, if paid by the Company.

(e) Payment of expenses incurred with approval of the Company in
seeking to enforce any remedy against any contractor or subcontractor in
respect of any default under a contract relating to the Project.

(f) Payment, as they become due, of the fees and expenses of the
Paying Agent properly incurred under this Agreement that may become due
until the Completion Date.

(g) Payment of any other costs and expenses relating to the
acquisition, construction and installation of the Project (including
testing).

(h) Payment of costs of issuing the Bonds, but only in an amount
not in excess of 2% of the sale proceeds of the Bonds.

Section 404. Disbursements. Payments from the Construction Fund shall
be made by the Trustee to or upon the order of the Company in accordance with
the provisions of this Section, but no such payment shall be made unless and
until the Trustee shall receive a requisition, prepared and signed by an
Authorized Officer of the Company, stating:

(a) the item number of each such payment;

(b) the name of the person, firm or corporation to whom each
such payment is due;

(d) the purpose by general classification for which each
obligation to be paid was incurred;

(e) that obligations in the stated amounts have been incurred
and are presently due and payable and that each item thereof is a proper
charge against the Construction Fund and has not been the subject of a
previous withdrawal from the Construction Fund;

(f) that to the best of his knowledge, there has not been filed
with or served upon the Company notice of any lien, right or attachment
upon, or claim affecting the right of any such persons, firms or
corporations to receive payment of, the respective amounts stated in

such requisition which has not been released or will not be released
simultaneously with the payment of such obligation;

(g) that, after giving effect to such requisition, not less than
95% of the proceeds of the Bonds and any investment earnings thereon
will have been used to provide "solid waste disposal facilities" within
the meaning of Section 142(a)(6) of the IRC; and

(h) that after giving effect to the payment of the requisition,
the use of all proceeds of the Bonds and any investment earnings thereon
complies with the limitations contained in the Federal Tax Statement.

Upon receipt of any such requisition, the Trustee shall pay such
obligation from the Construction Fund. If prior to payment of any items in a
requisition the Company should for any reason desire not to pay such item, the
Company shall give written notice of such decision to the Trustee (and the
Trustee may conclusively rely upon such written notice). In making any
disbursement the Trustee shall pay each such obligation directly to the
Company or to any payee designated by an Authorized Officer of the Company, as
set forth in such requisition.

Section 405. Reliance on Requisitions. All requisitions received by
the Trustee, as required in this Article as conditions of payment from the
Construction Fund, may be conclusively relied upon by the Trustee, and shall
be retained by the Trustee, subject at all reasonable times to examination by
the Company, the Issuer and the agents and representatives thereof.

Section 406. Completion of the Project.

(a) Upon the receipt by the Trustee of a certificate of an
Authorized Officer of the Company to the effect that the Project has
been completed, any balance remaining in the Construction Fund (other
than amounts retained by the Trustee to pay costs not then due and
payable or for which the liability for payment is in dispute) shall be
(i) applied to the redemption of Bonds at the earliest date permitted by
this Agreement or (ii) applied to such other purposes as shall, in the
opinion of Bond Counsel, not be inconsistent with the provisions of the
Act as it shall then be in effect and not cause the interest on any of
the Bonds to become subject to federal income taxes then in effect,
which opinion shall be in writing and filed by the Company with the
Authority and the Trustee prior to the application of any such amount.
From time to time as the proper disposition of the amounts retained in
the Construction Fund shall be determined, to the extent that such
amounts are not to be paid out by the Trustee pursuant to Section 404
hereof, upon notification by the Company, the Trustee shall deposit such
amounts in the Debt Service Fund to be applied as aforesaid. Until such
time as the proceeds remaining in the Construction Fund are applied as
set forth above, such proceeds shall not be invested at a yield which
exceeds the yield on the Bonds, except to the extent approved in an
opinion of Bond Counsel.

(b) In the event that the Company exercises an option under this
Agreement to effect the redemption of all the Bonds then outstanding,
the Trustee shall, upon the written direction of the Company, deposit in

the Debt Service Fund, on the date the prepayment is made, any balance
remaining in the Construction Fund.

(c) If the principal of all outstanding Bonds shall have become
due and payable in accordance with Section 901 of this Agreement, the
Trustee shall forthwith deposit in the Debt Service Fund any balance
remaining in the Construction Fund.

(d) If any acceleration shall be rescinded in accordance with
Section 902 hereof, the Trustee shall transfer from the Debt Service
Fund to the Construction Fund an amount, not to exceed the balance then
to the credit of the Debt Service Fund, equal to the amount previously
transferred pursuant to clause (c) of this Section 406 from the
Construction Fund to the Debt Service Fund.

Section 407. Transfer of Money from Fund on Repurchase or Redemption of
Bonds. Whenever the Company shall exercise its option or shall be required
under Section 203 of this Agreement to deposit with the Trustee money or
Government or Equivalent Obligations in an amount sufficient to discharge this
Agreement, any amounts remaining in the Construction Fund shall be paid over
to the Debt Service Fund to be held by the Trustee in order to provide for the
proper and timely redemption of the Bonds in accordance with this Agreement,
such payment to the Trustee to be made immediately prior to the deposit by the
Company of such money or Government or Equivalent Obligations.

Section 408. Rebate.

(a) Payment of Rebate to the United States. (i) No later than
sixty (60) days after the close of the fifth Rebate Year following the date of
issue of the Bonds (or any earlier date that may be required) and the close of
each fifth Rebate Year thereafter, the Company shall pay to the United States
on behalf of the Authority the full amount then required to be paid under IRC
section 148(f) and the regulations thereunder (the "Rebate Provision").
Within sixty (60) days after the Bonds of a series have been paid in full,
the Company shall pay to the United States on behalf of the Authority the full
amount then required to be paid under the Rebate Provision. Each such payment
shall be made to the Internal Revenue Service Center, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ or any successor location specified by the Internal Revenue
Service, accompanied by a Form 8038-T (or other similar information reporting
form) prepared by the Institution.

(ii) No later than fifteen (15) days prior to each date on
which a payment could become due under Paragraph (a)(i) (a "Rebate Payment
Date"), the Company shall deliver to the Authority and the Trustee a
certificate either summarizing the determination that no amount is required to
be paid or specifying the amount then required to be paid pursuant to
Paragraph (a)(i). If the certificate specifies an amount to be paid, (A) such
certificate shall be accompanied by a completed Form 8038-T, which is to be
signed by an officer of the Authority, and shall include a certification
stating that the Form 8038-T is accurate and complete, and (B) no later than
ten (10) days after the Rebate Payment Date the Company shall furnish to the
Authority and the Trustee a certificate stating that such amount has been
timely paid.

(b) Records. The Company, the Trustee and the Authority shall
keep such records as will enable them to fulfill their responsibilities under
this section and the Rebate Provision.

(c) Interpretation of this Section. The purpose of this Section
408 is to satisfy the requirements of the Rebate Provision. Accordingly, this
section shall be construed so as to meet such requirements. The Company
covenants that all action taken under this section shall be taken in a manner
that complies with the Rebate Provision and that it shall neither take any
action nor omit to take any action that would cause the Bonds to be arbitrage
bonds by reason of the failure to comply with the Rebate Provision. To the
extent any payment of rebatable arbitrage or penalty in lieu of rebate is not
timely made to the United States, the Company shall pay to the United States
on behalf of the Authority any correction amount, interest, penalty, or other
amount necessary to prevent any series of Bonds from becoming arbitrage bonds
within the meaning of IRC Section 148. The Company covenants that to the
extent necessary it shall obtain the advice and assistance of experts to aid
it in complying with the Rebate Provision.

Section 409. Maintenance and Modifications of Project by Company.
Subject to the provisions of Section 410, the Company agrees that so long as
any Bonds are outstanding it will at its own expense maintain, repair and
operate the Project. The Company may make modifications to completed
components of the Project.

Section 410. Removal of Portions of the Project.
(a) The Company shall not be under any obligation to renew, repair or replace
any inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary
portion of the Project. In any instance where the Company determines that any
portion of the Project has become inadequate, obsolete, worn-out, unsuitable,
undesirable or unnecessary, the Company may remove such portion from the
Project and sell, trade in, exchange or otherwise dispose of such removed
portion of the Project without any responsibility or accountability to the
Authority, the Trustee or the holders of the Bonds.

(b) The removal of any portion of the Project pursuant to the
provisions of this Section shall not entitle the Company to any abatement or
diminution of the amounts required to be paid with respect to the Bonds.

Section 411. Assignment, Leasing and Sale by the Company. This
Agreement may be assigned, and the Project may be leased or sold as a whole or
in part, by the Company without the necessity of obtaining the consent of
either the Authority or the Trustee, subject, however, except as provided in
Section 503, to each of the following conditions:

(a) no assignment, lease or sale shall relieve the Company from liability
for any of its obligations hereunder, and, in the event of any such
assignment, lease or sale, the Company shall continue to remain primarily
liable for the payments required to be made pursuant to this Agreement and for
the performance and observance of the other agreements on its part herein
contained;

(b) the assignee, lessee or buyer shall assume the obligations
of the Company hereunder to the extent of the interest assigned, leased or
sold, and may assume the Company's obligations under Article III;

(c) the Company shall, not later than 10 days prior to the
delivery thereof, furnish or cause to be furnished to the Authority and to the
Trustee a true and complete copy of the form of each such proposed assignment,
lease or conveyance, as the case may be; and

(d) the Company shall, not later than the effective date of such
sale, assignment or lease, furnish or cause to be furnished to the Authority
and the Trustee a written opinion of Bond Counsel that such sale, assignment
or lease will not cause the interest on the Bonds to become includable in
gross income for federal income tax purposes.

ARTICLE V: THE COMPANY.

Section 501. Representations by the Company. The Company makes the
following representations as of the date of delivery of this Agreement:

(a) The Company is a corporation organized and existing under
the laws of the State of Florida and has power to enter into this Agreement;

(b) By proper corporate action, the officers of the Company
executing and attesting this Agreement have been duly authorized to execute
and deliver this Agreement;

(c) Neither the execution or delivery of this Agreement or the
consummation of the transactions contemplated herein (including, without
limitation, execution and delivery of the First Mortgage Bonds, if any, nor
the fulfillment of or compliance with the terms hereof) will conflict with or
result in a breach of any of the terms or provisions of, or constitute a
default under, the Company's Restated Articles of Incorporation, its bylaws or
any indenture, mortgage, deed of trust or other agreement or instrument to
which the Company is now a party or by which it is bound;

(d) The facilities comprising the Project constitute a "project"
within the meaning of Section 159.27(5), Florida Statutes.

(e) The Company has caused and will cause the acquisition,
construction and installation of the Project at the Unit, pursuant to the
terms and conditions expressed herein, all for the purpose of promoting
effective and efficient solid waste disposal throughout the State;

(f) Not less than 95% of the proceeds of the Bonds and any
investment earnings thereon will be used to pay costs of "solid waste disposal
facilities" within the meaning of Section 142(a)(6) of the IRC; and

(g) All necessary authorizations, approval, consents and other
orders of any governmental authority or agency for the execution and delivery
by the Company of this Agreement have been obtained and are in full force and
effect.

Section 502. Access to the Project. The Authority and its duly
authorized agents shall have such rights of access to the Project and the Unit
as may be reasonably necessary to inspect the Project.

Section 503. Company To Maintain Its Corporate Existence; Conditions
Under Which Exceptions Permitted. The Company agrees that, so long as any
Bonds are Outstanding, it will maintain its corporate existence, will not
dissolve or otherwise dispose of all or substantially all of its assets and
will not consolidate with or merge into another corporation or permit one or
more other corporations to consolidate with or merge into it; provided that
the Company may, without violating its agreement contained in this section,
consolidate with or merge into another corporation, or permit one or more
other corporations to consolidate with or merge into it, or sell or otherwise
transfer to another corporation all or substantially all of its assets as an
entirety and thereafter dissolve, provided the surviving, resulting or
transferee corporation, as the case may be (if other than the Company), is a
corporation organized and existing under the laws of one of the states of the
United States and assumes in writing all of the obligations of the Company
herein and, if not a Florida corporation, is qualified to do business in the
State.

Section 504. Indemnification Covenants.

(a) The Company hereby agrees to indemnify the Authority, the
Paying Agent, the Registrar, the Tender Agent, the Remarketing Agent and the
Trustee against claims arising out of the construction or operation of the
Project and to pay or bond and discharge and indemnify and hold harmless the
Authority from and against (i) any lien or charge upon payments by the Company
to or for the account of the Authority hereunder and (ii) any taxes,
assessments, impositions and other charges of any federal, state or municipal
government or political body in respect of the Project. If any such claim is
asserted, or any such lien or charge upon payments, or charges are sought to
be imposed, the Authority, the Paying Agent, the Tender Agent, the Remarketing
Agent or the Trustee, as the case may be, shall give prompt notice to the
Company, and the Company shall pay the same or bond and assume the defense
thereof (and if bonded, with a bonding company and in an amount reasonably
satisfactory to the Authority), with full power to contest, litigate,
compromise or settle the same in its sole discretion.

(b) The Company shall at all times protect and hold the
Authority, its members, officers and employees, its agents and attorneys, the
Trustee, the Paying Agent, the Registrar, the Tender Agent and the Remarketing
Agent harmless against any claim or liability arising from this Agreement, the
Bond Resolution, the issuance of the Bonds and all transactions pertaining
thereto, including but not limited to any loss or damage to property or any
injury to or death of any person that may be occasioned by any cause
whatsoever pertaining to the Project or to the use thereof, in excess of any
insurance proceeds available to the Authority in connection therewith, such
indemnification to include reasonable expenses and attorney's fees incurred by
the Authority, its members, officers and employees, and its agents and
attorneys, the Trustee, the Paying Agent, the Registrar, the Tender Agent and
the Remarketing Agent in connection therewith. Nothing contained herein shall
require the Company to indemnify the Authority for any claim or liability
resulting from the willfully wrongful acts or gross negligence of the
Authority, its members, officers, employees, agents or attorneys or of the

officers, employees, agents or attorneys for the Trustee, the Paying Agent,
the Registrar, the Tender Agent or the Remarketing Agent.

Section 505. Consent to Assignment of Contract Rights by the Authority.
The Company hereby consents to the pledge and assignment by the Authority to
the Trustee of (i) all of its rights under this Agreement (except its rights
under Sections 311(b)(i) and 911 to payment of certain costs and expenses and
under Section 504 to indemnification) to the Trustee for the benefit of the
holders from time to time of the Bonds as security for payment of the
principal of and premium, if any, and interest on the Bonds, (ii) its
subordinated security interest in the Project and (iii) any interest it may
have in the First Mortgage Bonds, if any, as additional security for the
payment of the principal of and premium, if any, and interest on the Bonds.
The Company hereby agrees that by virtue of such pledge and assignment the
Trustee may enjoy and enforce all such rights of the Authority hereunder.

Section 506. Obligations of Company Hereunder Unconditional.

(a) Until such time as the principal of and premium, if any, and
interest on the Bonds shall have been fully paid or deemed to have been paid
as provided pursuant to Section 205 of this Agreement, the Company's
obligations under this Agreement shall be absolute and unconditional, and the
Company (i) will not suspend or discontinue payment of any amounts required to
be paid by it hereunder, (ii) will perform and observe all of its other
agreements contained in this Agreement, and (iii) except as permitted by this
Agreement, will not terminate this Agreement for any cause, including, without
limiting the generality of the foregoing, the occurrence of any act or
circumstance that may constitute failure of consideration, destruction of or
damage to the Project, commercial frustration of purpose, any change in the
tax or other laws of the United States of America or of the State or any
political subdivision of either of them, any failure of the Authority or the
Trustee to perform or observe any agreement, whether express or implied, or
any duty, liability or obligation arising out of or connected with this
Agreement, or arising out of any indebtedness or liability at any time owing
to the Company by the Authority or the Trustee.

(b) Nothing contained in this section will be construed to
release the Authority from the performance of any of the agreements on its
part herein contained; and in the event the Authority should fail to perform
any such agreement on its part, the Company may institute such action against
the Authority as the Company may deem necessary to compel performance of the
Authority hereunder so long as such action shall not violate the agreements on
the part of the Company contained in Subsection 504(a) or diminish the amounts
required to be paid by the Company under this Agreement. The Company may
also, at its own cost and expense and in its own name or in the name of the
Authority, prosecute or defend any action or proceeding or take any other
action involving third persons which the Company deems reasonably necessary in
order to secure or protect its right of possession, occupancy and use
hereunder, and in such event the Authority hereby agrees to cooperate fully
with the Company and, at the Company's expense, to take all action necessary
to effect the substitution of the Company for the Authority in any action or
proceeding if the Company shall so request.

Section 507. Tax Status of Bonds. The Company will perform its
obligations and agreements contained in the Federal Tax Statement as if they

were set forth herein. Any covenants, agreements or representations made by
the Company in the Federal Tax Statement shall be performed and treated as if
set forth herein. The Authority will, at the expense of the Company,
cooperate with the Bondowners and the Company to the extent deemed necessary
or permitted by law in the opinion of Bond Counsel in order to preserve the
exclusion of interest on the Bonds from the gross income of the owners thereof
for federal income tax purposes.

Section 508. Continuing Disclosure. The Company and the Trustee hereby
covenant and agree that each will comply with and carry out all of the
provisions of the Continuing Disclosure Agreement applicable to it and this
Section 508 of this Agreement. The Authority shall have no liability to the
owners of the Bonds or any other person with respect to such disclosure
matters. Notwithstanding any other provision of this Agreement, failure of
the Company or the Trustee to comply with the Continuing Disclosure Agreement
shall not be considered an Event of the Default; however, the Trustee may
(and, at the request of the owners of at least 25% aggregate principal amount
of Outstanding Bonds, shall) or any owner (including a beneficial owner) of
Bonds may seek specific performance of the Company's or the Trustee's
obligations to comply with the Continuing Disclosure Agreement or this Section
508 and not for money damages in any amount.

ARTICLE VI: THE AUTHORITY.

Section 601. Representations by the Authority. The Authority makes the
following representations as of the date of delivery of this Agreement:

(a) The Authority covenants that it is duly authorized under the
laws of the State, including particularly and without limitation the Act, to
issue the Bonds authorized hereby and to execute this Agreement, to assign the
payments and amounts hereby assigned in the manner and to the extent herein
set forth and to undertake the transactions contemplated by this Agreement and
to carry out its obligations hereunder, and that all action on its part for
the issuance of the Bonds and the execution and delivery of this Agreement has
been duly and effectively taken; and

(b) By proper action of the Authority, the officers of the
Authority executing and attesting this Agreement have been duly authorized to
execute and deliver this Agreement.

Section 602. No Warranty of Condition or Suitability by the Authority.
THE AUTHORITY MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE
CONDITION OF THE PROJECT OR ITS SUITABILITY FOR THE COMPANY'S PURPOSES OR
NEEDS.

Section 603. Payment of Principal, Premium and Interest. The Authority
covenants that it will promptly pay the principal of, premium, if any, and
interest on every Bond issued under this Agreement but only from the Revenues
and any accrued interest on the Bonds deposited in the Debt Service Fund as
provided herein at the place, on the dates, from the funds and in the manner
provided herein and in said Bonds according to the true intent and meaning
thereof.

Section 604. Authority To Use Best Efforts To Require Company To Make
Payments. The Authority shall use its best efforts, acting through the
Trustee, to require the Company to pay all of the payments and other costs and
charges payable by the Company under this Agreement.

Section 605. Take Further Action. The Authority covenants that it
shall from time to time execute and deliver such further instruments and take
such further action as may be reasonable and as may be required to carry out
the purposes of this Agreement; provided, however that no such instruments or
actions shall pledge the credit of the Authority.

Section 606. No Disposition of Revenues. The Authority agrees that,
except for its pledge and assignment to the Trustee hereunder, the Authority
will not pledge, assign, mortgage, encumber, convey or otherwise transfer any
of its interest or rights to the Revenues or otherwise under this Agreement;
provided, however, that if the laws of the State at the time shall so permit,
nothing contained in this section shall prevent the consolidation of the
Authority with, or merger of the Authority into, any public corporation the
property and income of which are not subject to taxation; and provided,
further, that upon any such consolidation, merger or transfer, the due and
punctual payment of the principal of, premium, if any, and interest on the
Bonds according to their tenor, and the due and punctual performance and
observance of all the agreements and conditions of this Agreement to be kept
and performed by the Authority, shall be expressly assumed in writing by the
entity resulting from such consolidation or surviving such merger.

Section 607. No Extensions. In order to prevent any accumulation of
claims for interest after maturity, the Authority will not directly or
indirectly extend or assent to the extension of the time of payment of claims
of interest on any of the Bonds and will not directly or indirectly be a party
to or approve any such arrangement by purchasing or funding such claims for
interest or in any other manner. In case any such claim for interest shall be
extended or funded in violation hereof, such claim for interest shall not be
entitled, in case of any default hereunder, to the benefit or security of this
Agreement except subject to the prior payment in full of the principal of and
premium, if any, on all Bonds issued and outstanding hereunder, and all claims
for interest which shall not have been so extended or funded.

Section 608. Covenant To Perform Further Acts. The Authority covenants
that it will, at the expense of the Company, do, execute, acknowledge and
deliver, or cause to be done, executed, acknowledged and delivered, such
supplements and amendments to this Agreement and such further acts,
instruments and transfers as the Trustee may reasonably require in order to
fully preserve, protect and perfect the rights and security of the Bondowners
and the rights of the Trustee under this Agreement. The Authority further
covenants to file such information reports as may be required by federal or
State law which reports shall be prepared by the Company and submitted to the
Authority for execution.

Section 609. Faithful Performance. The Authority covenants that it
will faithfully perform at all times any and all covenants, undertakings,
stipulations and provisions required to be performed by it and contained in
this Agreement, in any and every Bond executed and delivered hereunder and in
all of its proceedings pertaining hereto.

ARTICLE VII: THE TRUSTEE AND PAYING AGENTS;
REMARKETING AGENT; TENDER AGENT; REGISTRAR.

Section 701. Conditions of Trust. The Trustee (which term shall be
deemed to include for purposes of this Section 701 the Paying Agent, Registrar
and Tender Agent, unless the context otherwise requires) hereby accepts the
trusts imposed upon it by this Agreement, and agrees to perform said trusts,
but only upon and subject to the following express terms and conditions:

(a) The Trustee may execute any of the obligations or powers
hereof and perform any of its duties either directly or by or through
attorneys, agents, receivers or employees and the Trustee shall not be
responsible for any misconduct or negligence on the part of any attorney,
agent, receiver or employee appointed with due care by it hereunder.

(b) The Trustee may consult with counsel concerning all matters
of trust hereof and duties hereunder, and the written advice of such counsel
or any opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.

(c) The Trustee shall not be responsible for, nor have any
liability with respect to, any recital herein or in the Bonds (except in
respect of the certificate of the Trustee endorsed on the Bonds), the validity
of this Agreement or of any supplements hereto or instruments of further
assurance, the maintenance, validity or sufficiency of the security for the
Bonds issued hereunder or intended to be secured hereby, or any lien or
property to be created hereby, but the Trustee may require of the Authority or
the Company full information and advice as to the performance of the
covenants, conditions and agreements aforesaid.

(d) The Trustee shall not be accountable for, or have any
liability with respect to, the use of any Bonds authenticated or delivered
hereunder after such Bonds shall have been delivered in accordance with
instructions of the Authority. The Trustee may become the owner of Bonds
secured hereby with the same rights which it would have if it were not the
Trustee.

(e) The Trustee shall be fully protected in acting upon any
notice, request, consent, certificate, order, affidavit, letter, telegram or
other paper or document believed in good faith to be genuine and correct and
to have been signed or sent by the proper person or persons. Any action taken
by the Trustee pursuant to this Agreement upon the request or authority or
consent of any person who at the time of making such request or giving such
authority or consent is the owner of any Bond shall be conclusive and binding
upon all future owners of the same Bond or portions thereof and upon Bonds
issued in exchange therefor or for portions thereof or in place thereof.

(f) As to the existence or nonexistence of any fact or as to the
sufficiency or validity of any instrument, paper or proceeding, the Trustee
shall be entitled to rely upon a certificate of the Authority signed by (i)
the Chairman or the Secretary of the Authority, or (ii) any other duly
authorized person (such authority to be conclusively evidenced by an
appropriate Certified Resolution of the Authority) or any certificate signed
by an Authorized Officer of the Company as sufficient evidence of the facts

therein contained, and prior to the occurrence of a default of which the
Trustee has been notified as provided in subsection (h) of this section, or of
which by said subsection it is deemed to have notice, the Trustee shall also
be at liberty to accept a similar certificate to the effect that any
particular dealing, transaction or action is necessary or expedient, but may
at its discretion secure such further evidence deemed necessary or advisable,
but shall in no case be bound to secure the same. The Trustee may accept a
certificate of the Secretary of the Authority under its seal to the effect
that a resolution has been duly adopted, and is in full force and effect.

(g) The permissive right of the Trustee to do things enumerated
in this Agreement shall not be construed as a duty, and the Trustee shall not
be answerable for other than its gross negligence or willful misconduct. In
the exercise of such of the rights and powers vested in it by this Agreement,
the Trustee shall use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

(h) The Trustee shall not be required to take notice or be
deemed to have notice of any default hereunder except (i) failure by the
Authority to cause to be made any of the payments to the Trustee required to
be made by Article III hereof and (ii) default of which the Trustee has actual
knowledge, unless the Trustee shall be specifically notified in writing of
such default by the Authority or by the holders of at least 25% in aggregate
principal amount of Bonds then Outstanding; and all notices or other
instruments required by this Agreement to be delivered at the designated
corporate trust office of the Trustee in Jacksonville, Florida must, in order
to be effective, be delivered at the principal office of the Trustee, and in
the absence of such notice so delivered the Trustee may conclusively assume
there is no default except as aforesaid. For the purposes hereof, the Trustee
shall not be deemed to have actual knowledge of any default or Event of
Default unless a trust officer, assistant trust officer or other person
charged with the administration of the obligations of the Trustee hereunder
shall during the course of his duties have actual knowledge thereof.

(i) The Trustee shall not be personally liable for any debts
contracted or for damages to persons or to personal property injured or
damaged or for salaries or nonfulfillment of contracts during any period in
which it may be in the possession of or managing the real and tangible
personal property as in this Agreement provided.

(j) The Trustee shall not be required to give any bond or surety
in respect of the execution of the said trusts and powers or otherwise in
respect of the premises.

(k) No provision of this Agreement shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers.

(l) All money received by the Trustee or any paying agent shall,
until used or applied or invested as herein provided, be held in trust for the
purposes for which it was received but need not be segregated from other funds
except to the extent required by this Agreement or by law.

(m) The Trustee shall not be bound to make an investigation into
the facts or matters stated in any 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, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine during
normal business hours and upon reasonable notice the books, records and
premises of the Authority, personally or by agent or by attorney.

Section 702. Reimbursement of Administrative Expenses.

(a) The Trustee, the Tender Agent, the Registrar, any paying
agent and the Remarketing Agent shall be entitled to payment and/or
reimbursement for Administrative Expenses, including reasonable fees for their
services rendered hereunder and all advances, counsel fees and other expenses
reasonably and necessarily made or incurred by them in connection with such
services under this Agreement. The Trustee and any paying agent shall be
entitled to payment and reimbursement for their reasonable fees and charges as
paying agents for the Bonds as hereinabove provided. Upon the occurrence of
an Event of Default, but only upon an Event of Default, the Trustee and any
paying agent shall have a first lien with right of payment prior to payment on
account of interest or principal of any Bond for the foregoing advances, fees,
costs and expenses incurred by them, respectively, or any indemnification due,
on moneys held by the Trustee hereunder, other than moneys held for the
payment of Bonds which are deemed to have been purchased or paid (including
payment upon acceleration of maturity) under the terms of this Agreement.

(b) All fees, charges and other compensation to which the
Trustee, the Tender Agent, the Registrar, any paying agent and the Remarketing
Agent may be entitled under the provisions of this Agreement are required to
be paid by the Company, and, accordingly, the Authority shall not be liable in
any respect to indemnify such entities for fees, charges and other
compensation to which they may be entitled and, by acceptance of the trusts
hereunder, each entity shall be deemed to have agreed to the foregoing.

Section 703. Trustee To Give Notice to Bondowners in Event of Default.
If a default or Event of Default occurs of which the Trustee is by reason of
subsection (h) of Section 701 required to take notice or if notice of default
be given as provided in said subsection (h), and such Event of Default shall
have continued for two (2) days after the Trustee acquired actual notice
thereof (unless such default shall have been cured or waived), then the
Trustee shall give notice thereof by mailing written notice thereof to all
registered holders of Bonds (as the names and addresses of such holders appear
upon the books for registration and transfer of Bonds as kept by the
Registrar), the Paying Agent, the Tender Agent and the Remarketing Agent.

Section 704. Trustee's Right To Intervene; First Mortgage Bonds.

(a) In any judicial proceedings to which the Authority is a
party and which in the opinion of the Trustee and its counsel has a
substantial bearing on the interests of the Bondowners, the Trustee may
intervene on behalf of Bondowners and shall do so if requested in writing by
the holders of at least 25% of the aggregate principal amount of Bonds then

outstanding. The rights and obligations of the Trustee under this section are
subject to the approval of a court of competent jurisdiction.

(b) Except as required to effect an assignment to a successor
Trustee or as required in Section 207 hereof, the Trustee shall not sell,
assign or transfer any First Mortgage Bond, if any, and the Trustee is
authorized to enter into an agreement with the Company to such effect,
including a consent to the issuance of stop transfer instructions to the First
Mortgage Trustee.

(c) If First Mortgage Bonds shall have been delivered in
connection with the Bonds, the Trustee, as a holder of such First Mortgage
Bonds, shall attend any meeting of first mortgage bondholders under the First
Mortgage as to which it receives due notice. Either at such meeting, or
otherwise where consent of holders of First Mortgage Bonds of the Company is
sought without a meeting, the Trustee shall vote pursuant to the direction of
the Bondowners as provided in Section 904.

Notwithstanding the foregoing, the Trustee shall not vote as such holder
in favor of, or give its consent to, any action which, in the Trustee's
opinion, would materially adversely affect the interests of the Bondowners,
except upon notification by the Trustee to the Bondowners of such proposal and
consent thereto of the holders of at least two-thirds (2/3) in aggregate
principal amount of the Bonds then outstanding or, if such proposal would so
affect the rights of some but less than all the outstanding Bonds, the consent
thereto of the holders of at least two-thirds (2/3) in aggregate principal
amount of all Bonds so affected voting as a class.

Section 705. Successor Trustee Upon Merger, Etc. Any corporation or
association into which the Trustee may be converted or merged, or with which
it may be consolidated, or to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole, or any
corporation or association resulting from any such conversion, sale, merger,
consolidation or transfer to which it is a party, ipso facto, shall be and
become successor Trustee hereunder and vested with all the trusts, powers,
discretions, immunities, privileges and all other matters as was its
predecessor, without the execution or filing of any instrument or any further
acts, deed or conveyance on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

Section 706. Resignation of Trustee. A Trustee and any successor
Trustee may resign by giving 60 days' written notice by first class mail to
the Authority, the Company, the Remarketing Agent, the Paying Agent, the
Tender Agent and to each Registered Bondowner then outstanding as shown on the
Bond Register, prior to the date specified in such notice when such
resignation shall take effect. Such resignation shall take effect only upon
the appointment of a successor or temporary Trustee by the Bondowners or by
the Authority as hereinafter provided. Such notice to the Authority, the
Company, the Remarketing Agent and the Paying Agent may be served personally
or sent by registered mail or telegram.

Section 707. Removal of Trustee. The Trustee may be removed at any
time by an instrument or concurrent instruments in writing delivered to the
Trustee, the Authority, the Company, the Remarketing Agent, the Tender Agent

and the Paying Agent and signed by the owners of a majority in aggregate
principal amount of Bonds then outstanding.

Section 708. Appointments of Successor Trustee. In case the Trustee
hereunder shall resign or be removed, or be dissolved, or shall be in the
course of dissolution or liquidation, or otherwise become incapable of acting
hereunder, or in the case it shall be taken under control of any public
officer or officers, or of a receiver appointed by a court, a successor may be
appointed by the owners of a majority in aggregate principal amount of Bonds
then outstanding, by an instrument or concurrent instruments in writing signed
by such owners, or by their attorneys in fact, duly authorized; provided,
however, that in case of such vacancy the Company shall forthwith appoint a
temporary successor Trustee to fill such vacancy until a successor Trustee
shall be appointed by the Bondowners in the manner above provided, and any
such temporary successor Trustee as appointed by the Company shall immediately
and without further act be superseded by the successor Trustee so appointed by
such Bondowners. If no appointment of a successor is made within sixty (60)
days after the giving of written notice in accordance with Section 706 or
after the occurrence of any other event requiring or authorizing such
appointment, the outgoing Trustee or any Bondowner may apply to any court of
competent jurisdiction for the appointment of such a successor, and such court
may thereupon, after such notice, if any, as such court may deem proper,
appoint such successor. Every such successor Trustee and temporary successor
Trustee appointed pursuant to the provisions of this section 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 reported capital and surplus of not less than
$25,000,000, subject to supervision or examination by federal or state
authority, if there be such an institution willing, qualified and able to
accept the trust upon reasonable or customary terms.

Section 709. Acceptance by Successor Trustee. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor
and also to the Authority, the Company, the Remarketing Agent, the Tender
Agent and the Paying Agent an instrument in writing accepting such appointment
hereunder, and thereupon such successor, without any further act, deed or
conveyance, shall become fully vested with all the estates, properties,
rights, powers, trusts, duties and obligations of its predecessors; but such
predecessor Trustee shall nevertheless, on the written request of the Company,
or of its successor, execute and deliver an instrument transferring to such
successor Trustee all the estate, properties, rights, powers and trusts,
duties and obligations of such predecessor hereunder, and every predecessor
Trustee shall deliver all securities and money held by it as Trustee hereunder
to its successor. Should any instrument in writing from the Company be
required by a successor Trustee for more fully and certainly vesting in such
successor the estate, rights, powers and duties hereby vested or intended to
be vested in the predecessor, any and all such instruments in writing shall,
on request, be executed, acknowledged and delivered by the Company.

Section 710. Reliance Upon Instruments. The resolutions, opinions,
certificates and other instruments provided for in this Agreement may be
accepted by the Trustee as conclusive evidence of the facts and conclusions
stated therein and shall be full protection and authority to the Trustee for
the withdrawal of cash hereunder, and the taking or omitting to take of any
other action under this Agreement.

Section 711. Former Trustee No Longer Custodian or Paying Agent. Any
Trustee which has resigned or been removed shall cease to be custodian of the
funds and, if it has been so appointed, Paying Agent or Co-Paying Agent, and
the successor Trustee shall become such custodian, and a successor Paying
Agent shall be appointed under Section 715.

Section 712. Directions From Company; Company May Perform.

(a) Whenever after a reasonable request by the Company the
Authority shall fail, refuse or neglect to give any direction to the Trustee
or to require the Trustee to take any other action which the Authority is
required to have the Trustee take pursuant to the provisions of this
Agreement, the Company instead of the Authority may give any such direction to
the Trustee or require the Trustee to take any such action, and the Trustee,
upon receipt of proof of delivery of the request to the Authority and unless
otherwise instructed by the Authority, is hereby irrevocably empowered and
directed to accept such direction from the Company as sufficient for all
purposes of this Agreement. The Company shall have the right to cause the
Trustee to comply with any of the Trustee's obligations under this Agreement
to the same extent that the Authority is empowered so to do.

(b) The Authority and the Trustee acknowledge that certain
actions or failures to act by the Authority under this Agreement may create or
result in a default hereunder. The Authority hereby agrees that the Company
may perform any and all acts or take such action as may be necessary for and
on behalf of the Authority to prevent or correct said default, and the Trustee
agrees that it shall take or accept such performance by the Company as
performance by the Authority in such event.

Section 713. Trading in Bonds by Trustee, Tender Agent, Paying Agent,
Registrar or Remarketing Agent. The Trustee, the Tender Agent, any paying
agent, the Registrar or the Remarketing Agent, in its individual capacity, may
in good faith buy, sell, own, hold and deal in any of the Bonds issued
hereunder, and may join in any action which any Bondowners may be entitled to
take with like effect as if it did not act in any capacity hereunder. The
Trustee, the Tender Agent, the Authenticating Agent, any paying agent, the
Registrar or the Remarketing Agent, in its individual capacity, either as
principal or agent, may also engage in or be interested in any financial or
other transaction with the Authority or the Company, and may act as
depositary, trustee, or agent for any committee or body of Bondowners secured
hereby or other obligation of the Authority as freely as if it did not act in
any capacity hereunder.

Section 714. Appointment and Duties of Paying Agent.

(a) The Company shall appoint the Paying Agent for the Bonds and
may at any time or from time to time appoint one or more Co-Paying Agents for
the Bonds, subject to the conditions set forth in Section 715. The Paying
Agent and each Co-Paying Agent shall designate its Principal Office and
signify its acceptance of the duties and obligations imposed upon it hereunder
by a written instrument of acceptance delivered to the Company, the Authority,
the Trustee and the Remarketing Agent under which such Paying Agent or Co-
Paying Agent will agree, particularly:

(i) to hold all sums held by it for the payment of the
principal of and premium, if any, or interest on Bonds in trust for the
benefit of the Bondowners until such sums shall be paid to such Bondowners or
otherwise disposed of as herein provided;

(ii) to notify the Trustee promptly in the event the
Company has failed to make a timely payment to the Debt Service Fund for the
payment of interest, premium, if any, or principal due on any of the Bonds;

(iii) to keep such books and records as shall be consistent
with prudent industry practice, to make such books and records available for
inspection by the Authority, the Trustee and the Company at all reasonable
times, and, in the case of a Co-Paying Agent, to promptly furnish copies of
such books and records to the Paying Agent; and

(iv) in the case of a Co-Paying agent, upon the request of
the Paying Agent, to forthwith deliver to the Paying Agent all sums so held in
trust by such Co-Paying Agent.

(b) The Authority shall, at the expense of the Company,
cooperate with the Trustee and the Company to cause the necessary arrangements
to be made and to be thereafter continued whereby funds will be made available
for the payment when due of the Bonds as presented at the Principal Offices of
the Paying Agent and the Co-Paying Agents.

Section 715. Qualification of Paying Agent.

(a) The Paying Agent and any Co-Paying Agent shall be a
corporation duly organized under the laws of the United States of America or
any state or territory thereof, having a combined capital stock, surplus and
undivided profits of at least $30,000,000 and authorized by law to perform all
the duties imposed upon it by this Agreement. As long as the Bonds are rated
by Moody's, any successor Paying Agent or Co-Paying Agent shall be a bank or
trust company or other person whose debt obligations shall be rated Baa3/P3 or
higher by Moody's or be otherwise acceptable to Moody's. The Paying Agent and
any Co-Paying Agent may at any time resign and be discharged of the duties and
obligations created by this Agreement by giving at least sixty (60) days'
notice to the Authority, the Company, the Remarketing Agent and the Trustee.
The Paying Agent and Co-Paying Agent may be removed at any time, at the
direction of the Company, by an instrument signed by an Authorized Officer of
the Company, filed with the Paying Agent or such Co-Paying Agent, as the case
may be, and with the Authority, the Trustee and the Remarketing Agent.

(b) In the event of the resignation or removal of the Paying
Agent or any Co-Paying Agent, the Paying Agent or such Co-Paying Agent, as the
case may be, shall pay over, assign and deliver any moneys held by it in such
capacity to its successor or, if there be no successor, to the Trustee.

(c) In the event that the Company shall fail to appoint a Paying
Agent hereunder, or in the event that the Paying Agent shall resign or be
removed, or be dissolved, or if the property or affairs of the Paying Agent
shall be taken under the control of any state or federal court or

administrative body because of bankruptcy or insolvency, or for any other
reason, and the Company shall not have appointed its successor as Paying
Agent, the Trustee shall ipso facto be deemed to be the Paying Agent for all
purposes of this Agreement until the appointment by the Company of the Paying
Agent or successor Paying Agent, as the case may be.

Section 716. Appointment and Duties of Tender Agent.

(a) Prior to the first remarketing of the Bonds pursuant to this
Agreement the Company shall appoint the Tender Agent for the Bonds, subject to
the conditions set forth in Section 717. The Tender Agent shall be the same
corporation as the Paying Agent. The Tender Agent shall designate its
Principal Office and signify its acceptance of the duties and obligations
imposed upon it hereunder by a written instrument of acceptance delivered to
the Authority, the Trustee, the Remarketing Agent and the Company under which
the Tender Agent will agree, particularly:

(i) to deliver to the Company and the Remarketing Agent a
copy of each notice delivered to it in accordance with Section 302;

(ii) to hold all Bonds delivered to it for purchase
hereunder by the Tender Agent as agent and bailee of, and in escrow for the
benefit of, the respective Bondowners which shall have so delivered such Bonds
until moneys representing the purchase price of such Bonds shall have been
delivered to or for the account of or to the order of such Bondowners;

(iii) to hold all moneys, other than moneys delivered to it
hereunder by the Company for the purchase of Bonds, delivered to it hereunder
for the purchase of Bonds as agent and bailee of, and in escrow for the
benefit of the person or entity which shall have so delivered such moneys
until Bonds purchased with such moneys shall have been delivered to or for the
account of such person or entity;

(iv) to hold all moneys delivered to it hereunder by the
Company for the purchase of Bonds as agent and bailee of, and in escrow for
the benefit of, the Bondowners who shall deliver Bonds to it for purchase
until the Bonds purchased with such moneys shall have been delivered to or for
the account of the Company; provided, however, that if the Bonds shall at any
time become due and payable and written notice thereof be furnished by the
Paying Agent to the Tender Agent, the Tender Agent shall deliver such moneys
other than amounts held for the benefit of Bondowners whose Bonds have been
deemed purchased to the Trustee or the Paying Agent, as the case may be, for
deposit into the Debt Service Fund; and

(v) to keep such books and records as shall be consistent
with prudent industry practice and to make such books and records available
for inspection by the Authority, the Trustee, the Remarketing Agent and the
Company.

(b) The Company shall cooperate with the Trustee, the Registrar,
the Tender Agent, the Remarketing Agent and the Authority to cause the
necessary arrangements to be made and to be thereafter continued whereby funds
from the sources specified herein will be made available for the purchase of
Bonds presented at the Principal Office of the Tender Agent, and otherwise to
enable the Tender Agent to carry out its duties hereunder.

Section 717. Qualification of Tender Agent.

(a) The Tender Agent shall be a corporation duly organized under
the laws of the United States of America or any state or territory thereof,
having a combined capital stock, surplus and undivided profits of at least
$30,000,000 and authorized by law to perform all the duties imposed upon it by
this Agreement. As long as the Bonds are rated by Moody's any successor
Tender Agent shall be a bank or trust company or other person whose debt
obligations shall be rated Baa3/P3 or higher by Moody's or be otherwise
acceptable to Moody's. The Tender Agent may at any time resign and be
discharged of the duties and obligations created by this Agreement by giving
at least sixty (60) days' notice to the Authority, the Trustee, the
Remarketing Agent, and the Company, provided that such resignation shall not
take effect until the appointment of a successor by the Company. The Tender
Agent may be removed at any time by the Company, by an instrument, signed by
an Authorized Officer of the Company, filed with the Tender Agent, the
Authority, the Trustee and the Remarketing Agreement.

(b) In the event of the resignation or removal of the Tender
Agent, the Tender Agent shall deliver any Bonds and moneys held by it in such
capacity to its successor. Upon any such resignation, the Company shall
promptly appoint a successor Tender Agent.

(c) In the event that the Company shall fail to appoint a Tender
Agent hereunder, or in the event that the Tender Agent shall resign or be
removed, or be dissolved, or if the property or affairs of the Tender Agent
shall be taken under the control of any state or federal court or
administrative body because of bankruptcy or insolvency, or for any other
reason, and the Company shall not have appointed a successor as Tender Agent,
the Trustee shall ipso facto be deemed to be the Tender Agent for all purposes
of this Agreement until the appointment by the Company of the Tender Agent or
successor Tender Agent, as the case may be.

Section 718. Appointment and Duties of Remarketing Agent.

(a) Prior to the first remarketing of the Bonds pursuant to this
Agreement the Company shall appoint the Remarketing Agent for the Bonds,
subject to the conditions set forth in Section 719. The Remarketing Agent
shall designate its Principal Office and signify its acceptance of the duties
and obligations imposed upon it hereunder by a written instrument of
acceptance delivered to the Authority, the Trustee, the Paying Agent, the
Tender Agent and the Company under which the Remarketing Agent will agree,
particularly:

(i) to hold all Bonds delivered to it for purchase
pursuant to Section 302(a) as agent and bailee of, and in escrow for the
benefit of the person or entity which shall have so delivered such Bonds until
moneys representing the purchase price of such Bonds shall have been delivered
to or for the account of or to the order of such person or entity;

(ii) to hold all moneys, other than moneys delivered to it
by the Company for the purchase of Bonds, delivered to it hereunder for the
purchase of Bonds as agent and bailee of, and in escrow for the benefit of,
the person or entity which shall have so delivered such moneys until the Bonds

purchased with such moneys shall have been delivered to or for the account of
such person or entity;

(iii) to hold all moneys delivered to it hereunder by the
Company for the purchase of Bonds as agent and bailee of, and in escrow for
the benefit of, the Bondowners who shall deliver Bonds to it for purchase
until the Bonds purchased with such moneys shall have been delivered to or for
the account of the Company; provided, however, that if the Bonds shall at any
time become due and payable, the Remarketing Agent shall cause such moneys to
be deposited into the Bond Payment Fund; and

(iv) to keep such books and records as shall be consistent
with prudent industry practice and to make such books and records available
for inspection by the Authority, the Trustee, the Tender Agent and the Company
at all reasonable times.

(b) The Authority, at the expense of the Company, and the
Company shall cooperate with the Trustee, the Registrar, the Paying Agent, and
the Remarketing Agent to cause the necessary arrangements to be made and to be
thereafter continued whereby Bonds, executed by the Authority and
authenticated by the Paying Agent, shall be made available to the Remarketing
Agent to the extent necessary for delivery pursuant to Section 314, and to
otherwise enable the Remarketing Agent to carry out its duties hereunder.

Section 719. Qualifications of Remarketing Agent.

(a) The Remarketing Agent shall be a member of the National
Association of Securities Dealers, Inc., having a capitalization of at least
$30,000,000 and authorized by law to perform all the duties imposed upon it by
this Agreement. The Remarketing Agent may at any time resign and be
discharged of the duties and obligations created by this Agreement by giving
at least sixty (60) days' notice to the Authority, the Trustee, the Paying
Agent, the Tender Agent and the Company. The Remarketing Agent may be removed
at any time by the Company, by an instrument, signed by an Authorized Officer
of the Company, filed with the Remarketing Agent, the Authority, the Trustee,
the Tender Agent and the Paying Agent.

(b) In the event of the resignation or removal of the
Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver
any moneys and Bonds held by it in such capacity to its successor or, if there
be no successor, to the Paying Agent.

(c) In the event that the Company shall fail to appoint a
Remarketing Agent hereunder, or in the event that the Remarketing Agent shall
resign or be removed, or be dissolved, or if the property or affairs of the
Remarketing Agent shall be taken under the control of any state or federal
court or administrative body because of bankruptcy or insolvency, or for any
other reason, and the Company shall not have appointed its successor as
Remarketing Agent, the Paying Agent, notwithstanding the provisions of
Subsection 719(a), shall ipso facto be deemed to be the Remarketing Agent for
all purposes of this Agreement until the appointment by the Company of the
Remarketing Agent or successor Remarketing Agent, as the case may be;
provided, however, that the Paying Agent, in its capacity as Remarketing
Agent, shall not be required to remarket Bonds pursuant to Section 314 or
determine the interest rate on the Bonds pursuant to Section 301.

Section 720. Appointment and Duties of Registrar.

(a) The Company shall appoint the Registrar for the Bonds,
subject to the conditions set forth in Section 721. The Registrar shall
designate its Principal Office and signify its acceptance of the duties
imposed upon it hereunder by a written instrument of acceptance delivered to
the Company, the Authority, the Trustee and the Remarketing Agent under which
such Registrar will agree, particularly, to keep such books and records as
shall be consistent with prudent industry practice and to make such books and
records available for inspection by the Authority, the Trustee, the Paying
Agent, the Remarketing Agent and the Company at all reasonable times.

(b) The Authority, at the expense of the Company, and the
Company shall cooperate with the Trustee and the Paying Agent to cause the
necessary arrangements to be made and to be thereafter continued whereby
Bonds, executed by the Authority and authenticated by the Paying Agent, shall
be made available for exchange, registration and registration of transfer at
the Principal Office of the Registrar. The Authority, at the expense of the
Company, and the Company shall cooperate with the Trustee, the Paying Agent,
the Registrar and the Remarketing Agent to cause the necessary arrangements to
be made and thereafter continued whereby the Paying Agent, any Co-Paying Agent
and the Remarketing Agent shall be furnished such records and other
information at such times, as shall be required to enable the Paying Agent,
such Co-Paying Agent and the Remarketing Agent to perform the duties and
obligations imposed upon them hereunder.

Section 721. Qualifications for Registrar.

(a) The Registrar shall be a corporation duly organized under
the laws of the United States of America or any state or territory thereof,
having a combined capital stock, surplus and undivided profits of at least
$30,000,000 and authorized by law to perform all the duties imposed upon it by
this Agreement. The Registrar may at any time resign and be discharged of the
duties and obligations created by this Agreement by giving at least sixty (60)
days' notice to the Authority, the Trustee and the Company. The Registrar may
be removed at any time by the Company, by an instrument signed by an
Authorized Officer of the Company, filed with the Authority, the Registrar,
the Paying Agent, the Remarketing Agent and the Trustee.

(b) In the event of the resignation or removal of the Registrar,
the Registrar shall deliver any bonds held by it in such capacity to its
successor or, if there be no successor, to the Trustee.

(c) In the event that the Company shall fail to appoint a
Registrar hereunder, or in the event that the Registrar shall resign or be
removed, or be dissolved, or if the property or affairs of the Registrar shall
be taken under the control of any state or federal court or administrative
body because of bankruptcy or insolvency, or for any other reason, and the
Company shall not have appointed its successor as Registrar, the Trustee shall
ipso facto be deemed to be the Registrar for all purposes of this Agreement
until the appointment by the Company of the Registrar or successor Registrar,
as the case may be.

Section 722. Entities Serving in More Than One Capacity. Anything in
this Agreement to the contrary notwithstanding, the same entity may serve

hereunder as the Trustee, the Paying Agent or a Co-Paying Agent, the
Registrar, the Tender Agent and the Remarketing Agent and in any other
combination of such capacities, to the extent permitted by law.

ARTICLE VIII: SECURITY FOR AND INVESTMENT OF MONEY.

Section 801. All Money Held In Trust. All money from time to time
received by the Trustee or the Paying Agent and held any fund created under
this Agreement, or otherwise, shall be held in trust by the Trustee and the
Paying Agent, as the case may be, for the benefit of the holders from time to
time of the Bonds entitled to be paid therefrom, subject to the provisions of
Section 303.

Section 802. Permitted Investments.

(a) Money on deposit to the credit of the Construction Fund or
the Debt Service Fund may be retained uninvested and on deposit in fully
secured demand deposit accounts as trust funds, but upon written direction (or
telephonic direction promptly confirmed in writing) of an Authorized Officer
of the Company, or a designee thereof, or if the Company is in default under
this Agreement, an Officer's Certificate, from time to time so directing, such
money shall be invested in Permitted Investments, maturing or marketable prior
to the maturities thereof, at such time or times as to enable disbursements to
be made from the Construction Fund or the Debt Service Fund.

(b) For the purpose of determining the amount of money in each
Fund, the securities therein shall be valued at their cost or market,
whichever is lower. The interest, including realized discount, if any, on
securities purchased, received on all such securities (after deduction for
accrued interest and premium paid from such Fund at the time of purchase)
shall be deposited to the Fund of which such securities are a part. Neither
the Trustee nor the Paying Agent shall be liable or responsible for any loss
resulting from any such investment as herein authorized. If at any time it
shall become necessary that some or all of the securities purchased with the
money in such Fund be redeemed or sold in order to raise money necessary to
comply with the provisions of this Agreement, the Trustee or the Paying Agent,
as the case may be, shall, without further authorization than is hereby
contained, effect such redemption or sale, employing, in the case of a sale,
any commercially reasonable method of effecting the same.

Section 803. Balance After Bonds Have Been Paid. Any balance in any of
the Funds created under this Agreement or otherwise held by the Trustee or the
Paying Agent after all the Bonds issued hereunder and secured hereby have been
paid in full, or provision for payment in full thereof have been made, and all
amounts due to the Trustee and the Paying Agent, the Remarketing Agent, the
Tender Agent and the Authority have been paid, shall be paid over to the
Company upon such indemnification, if any, as the Authority, the Paying Agent,
the Remarketing Agent, the Tender Agent or the Trustee may reasonably require.
Should the holders of any Bonds fail or neglect to present their Bonds for
payment within one year from the date such Bonds become due and payable,
whether by redemption or at maturity, the Trustee or the Paying Agent, as the
case may be, shall, at the end of such period, remit to the Company in trust
for the holders of the Bonds the money then held for such Bonds; and the

holders of such Bonds shall thereafter have recourse only to the Company for
payment therefor.

ARTICLE IX: DEFAULT AND REMEDIES.

Section 901. Events of Default. An "Event of Default" in this
Agreement means any one of the events set forth below and "default" means any
Event of Default without regard to any lapse of time or notice.

(a) Debt Service on Bonds; Required Purchase. Any principal of,
premium, if any, or interest on any Bond shall not be paid when due, whether
at maturity, by acceleration, upon redemption or otherwise or any purchase
price for Bonds shall not be paid, as provided in Sections 301, 303, 311 or
313.

(b) First Mortgage Bonds. First Mortgage Bonds shall have been
delivered in connection with the Bonds and a "default" as defined in Section
12.01 of the First Mortgage shall have occurred and be continuing.

(c) Other Obligations. The Company or the Authority shall fail
to observe and perform any covenant, condition, agreement or provisions (other
than as specified in clause (a) of this Section 901) contained in the Bonds or
in this Agreement on the part of the Company or the Authority to be observed
or performed, which failure shall continue for a period of ninety (90) days
after written notice, specifying such failure and requesting that it be
remedied, shall have been given to the Company and the Authority by the
Trustee, which may give such notice in its discretion and shall give such
notice at the written request of Bondowners of not less than 25% in principal
amount of the Bonds then outstanding, unless the Trustee and Bondowners of a
principal amount of Bonds not less than the principal amount of the Bonds the
Bondowners of which requested such notice, as the case may be, shall agree in
writing to an extension of such period prior to its expiration; provided
however, that the Trustee and the Bondowners of such principal amount of
Bonds, as the case may be, shall be deemed to have agreed to an extension of
such period if corrective action is initiated by the Authority or the Company
on behalf of the Authority within such period and is being diligently pursued.

(d) Appointment of Receiver. A trustee, receiver, custodian or
similar official or agent shall be appointed for the Company or for any
substantial part of its property and such trustee or receiver shall not be
discharged within sixty (60) days.

(e) Voluntary Bankruptcy. The Company shall commence a
voluntary case under the federal bankruptcy laws, or shall make an assignment
for the benefit of creditors, or shall apply for, consent to or acquiesce in
the appointment of, or taking possession by, a trustee, receiver, custodian or
similar official or agent for itself or any substantial part of its property.

(f) Involuntary Bankruptcy. The Company shall have an order or
decree for relief in an involuntary case under the federal bankruptcy laws
entered against it, or a petition seeking reorganization, readjustment,
arrangement, composition, or other similar relief as to it under the federal
bankruptcy laws or any similar law for the relief of debtors shall be brought

against it and shall be consented to by it or shall remain undismissed for
sixty (60) days.

Upon the occurrence and continuance of any Event of Default described in
clauses (a), (b), (c) or (d) of the preceding paragraph and further upon the
condition that if any First Mortgage Bonds shall have been delivered, and all
First Mortgage Bonds outstanding under the First Mortgage shall have become
immediately due and payable in accordance with the terms of the First
Mortgage, the Trustee may, and at the written request of Bondowners of not
less than 25% in principal amount of Bonds then outstanding shall, by written
notice to the Authority and to the Company declare the Bonds to be immediately
due and payable, whereupon, and upon the occurrence of an Event of Default as
specified in clauses (e) and (f) of the preceding paragraph without any
further notice or action by the Trustee or the Authority, the Bonds shall,
without further action, become and be immediately due and payable, anything in
this Agreement or the Bonds to the contrary notwithstanding, and the Trustee
shall give notice of acceleration to the Authority, the Paying Agent, the
Tender Agent and the Remarketing Agent, and shall give notice thereof by mail
to the Bondowners.

The provisions of the preceding paragraph, however, are subject to the
condition that if, after the principal of the Bonds shall have been so
declared to be due and payable, and before any judgment or decree for the
payment of moneys due shall have been obtained or entered as hereinafter
provided, the Company or the Authority shall cause to be deposited with the
Trustee a sum sufficient to pay all matured installments of interest upon all
Bonds and the principal of any and all Bonds which shall have become due
otherwise than by reason of such declaration (with interest upon such
principal at the rate per annum specified herein) and such amounts as shall be
sufficient to cover reasonable compensation and reimbursement of expenses
payable to the Trustee and the Paying Agent, and all Events of Default
hereunder other than nonpayment of the principal of Bonds which shall have
become due by said declaration shall have been remedied, then, in every such
case, such Event of Default shall be deemed waived and such declaration and
its consequences rescinded and annulled, and the Trustee shall promptly give
written notice of such waiver, rescission or annulment to the Authority, the
Company, the Paying Agent, the Tender Agent and the Remarketing Agent, and
shall give notice thereof to the Bondowners; but no such waiver, rescission
and annulment shall extend to or affect any subsequent Event of Default or
impair any right or remedy consequent thereon; provided however that if any
First Mortgage Bonds shall have been delivered in connection with the Bonds,
any waiver of a "default" under the First Mortgage and a rescission and
annulment of its consequences shall constitute a waiver of the corresponding
Event of Default under this Agreement and a rescission and annulment of the
consequences thereof, and the Trustee shall promptly give written notice of
such waiver, rescission and annulment to the Authority and the Company, and
notice to the Bondowners in the same manner as a notice of redemption under
Section 303; but no such waiver, rescission and annulment shall extend to or
affect any subsequent default or Event of Default or impair any right or
remedy consequent thereon.

Section 902. Trustee May Institute Suits. Upon the happening of any
Event of Default, the Trustee shall have the power to, but unless requested in
writing by the holders of 25% in aggregate principal amount of the Bonds then
outstanding and furnished with satisfactory security and indemnity shall be

under no obligation to, institute and maintain such suits and proceedings as
it may be advised by Counsel shall be necessary or expedient to prevent any
impairment of the security under this Agreement and such suits and proceedings
as the Trustee may be advised by Counsel shall be necessary or expedient to
preserve or protect its interests and the interests of the Bondowners.

Section 903. Remedies on Events of Default.

(a) Upon the occurrence of an Event of Default and the giving of
satisfactory indemnification under Section 701, the Trustee may proceed to
pursue any available remedy to enforce the payment of the principal of,
premium, if any, and interest on the Bonds then outstanding, including,
without limitation, mandamus and as the holder of First Mortgage Bonds, if
any.

(b) Upon the happening and continuance of any Event of Default,
then and in every case the Trustee may proceed, and upon the written request
of the holders of not less than 25% in aggregate principal amount of the Bonds
then outstanding and the giving of satisfactory indemnification under Section
701 shall proceed, to protect and enforce its rights, and by suits, actions or
special proceedings in equity or at law, or by proceedings in the office of
any board or officer having jurisdiction, whether for the specific performance
of any covenant or agreement contained in this Agreement or in aid of the
execution of any power granted herein or for the enforcement of any legal or
equitable right or remedy as the Trustee, being advised by Counsel, shall deem
most effectual to protect and enforce such rights or to perform any of its
duties under this Agreement.

(c) If an Event of Default shall have occurred, and if requested
to do so by the holders of not less than 25% in aggregate principal amount of
the Bonds then outstanding and satisfactorily indemnified, the Trustee shall
be obligated to exercise such one or more of the rights and powers conferred
by this section and by Section 902 and 905 as the Trustee, being advised by
Counsel, shall deem most expedient in the interest of the Bondowners.

(d) No remedy by the terms of this Agreement conferred upon or
reserved to the Trustee (or to the Bondowners) is intended to be exclusive of
any other remedy, but each and every remedy shall be cumulative and shall be
in addition to any other remedy given to the Trustee or to the Bondowners
hereunder or now or hereafter existing by law.

(e) No delay or omission to exercise any right or power accruing
upon any default or Event of Default shall impair any such right or power or
shall be construed to be a waiver of any such default or Event of Default or
acquiescence therein; and every such right and power may be exercised from
time to time and as often as may be deemed expedient.

(f) No waiver of any default or Event of Default hereunder,
whether by the Trustee or by the Bondowners, shall extend to or shall affect
any subsequent default or Event of Default or shall impair any rights or
remedies consequent thereon.

Section 904. Bondowners To Direct Trustee. Anything in this Agreement
to the contrary notwithstanding, the holders of a majority in aggregate
principal amount of Bonds then outstanding shall have the right, at any time,

by an instrument or instruments in writing executed and delivered to the
Trustee, to direct the method and place of conducting all proceedings to be
taken in connection with the enforcement of the terms and conditions of this
Agreement or for the appointment of a receiver or any other proceedings
hereunder; provided, however, that such direction shall not be otherwise than
in accordance with the provisions of law or of this Agreement and shall not,
in the opinion of the Trustee, unduly prejudice the rights of Bondowners who
are not in such majority. The 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 a majority in aggregate principal amount of the
Bonds.

Section 905. Receiver for the Revenues of the Authority From the
Project. Upon the occurrence of an Event of Default, and upon the filing of a
suit or other commencement of judicial proceedings to enforce the rights of
the Trustee and of the Bondowners, the Trustee shall be entitled, as a matter
of right, to the appointment of a receiver or receivers of the Revenues of the
Authority from the Project, pending such proceedings, with such powers as the
court making such appointment shall confer, to the extent permitted by law.

Section 906. Application of Moneys. All money received by the Trustee
pursuant to any right given or action taken under the provisions of this
Article shall be applied first to the payment of the costs and expenses of the
proceedings resulting in the collection of such money and of the
Administrative Expenses, liabilities and advances incurred or made by the
Trustee, the Paying Agent, the Registrar or the Authority hereunder except as
a result of its gross negligence or willful misconduct. The balance of such
money, after providing for the foregoing, shall be deposited by the Trustee in
the Debt Service Fund and all money in the Debt Service Fund shall be applied
as follows:

(a) Unless the principal of all the Bonds shall have become or
shall have been declared due and payable, all such money shall be applied:

FIRST: To the payment to the persons entitled thereto of all
installments of interest then due on the Bonds, in the order of maturity
of the installments of such interest and, if the amount available shall
not be sufficient to pay in full any particular installment, then to the
payment ratably, according to the amounts due on such installment, to
the persons entitled thereto, without any discrimination or privilege;
and

SECOND: To the payment to the persons entitled thereto of the
unpaid principal of and premium, if any, on any of the Bonds which shall
have become due (other than Bonds called for redemption for the payment
of which money is held pursuant to the provisions of this Agreement), in
the order of their due dates, with interest on such Bonds at the rate
provided in Section 910 from the respective dates upon which they become
due, and if the amount available shall not be sufficient to pay in full
Bonds due on any particular date, together with such interest, then to
the payment, ratably, according to the amount of principal of, and
premium, if any, due on such date, to the persons entitled thereto
without any discrimination or privilege.

(b) If the principal of all the Bonds shall have become due or
shall have been declared due and payable, all such money shall be applied to
the payment of the principal, premium, if any, and interest then due and
unpaid upon the Bonds, without preference or priority of principal over
interest or of interest over principal, or of any installment of interest over
any other installment of interest, or of any Bond over any other Bond,
ratably, according to the amounts due respectively for principal, premium, if
any, and interest to the persons entitled thereto without discrimination or
privilege.

(c) If the principal of all the Bonds shall have been declared
due and payable, and if such declaration shall thereafter have been rescinded
and annulled under the provisions of Section 910, then subject to the
provisions of paragraph (b) of this Section in the event that the principal of
all the Bonds shall later become due or be declared due and payable, the money
shall be applied in accordance with the provisions of paragraph (a) of this
Section.

(d) Whenever money is to be applied pursuant to the provisions
of this section, such moneys shall be applied at such times, and from time to
time, as the Trustee shall determine, having due regard to the amount of such
money available for application and the likelihood of additional money
becoming available for such application in the future. Whenever the Trustee
shall apply such funds, it shall fix the date (which shall be an interest
payment date unless it shall deem another date more suitable) upon which such
application is to be made, and upon such date interest on the amounts of
principal to be paid on such date shall cease to accrue. The Trustee shall
give such notice as it may deem appropriate of the deposit with it of any such
money and of the fixing of any such date, and shall not be required to make
payment to the holder of any Bond until such Bond shall be presented to the
Trustee for appropriate endorsement or for cancellation if fully paid.

(e) Whenever all the Bonds and interest thereon have been paid
under the provisions of this Section 906 and all expenses and charges of the
Trustee and the Authority have been paid, any balance remaining in the Debt
Service Fund shall be paid as provided in Section 803.

Section 907. Trustee as Representative of the Bondowners. All rights
of action (including the right to file proofs of claim under this Agreement or
under any of the Bonds) may be enforced by the Trustee without the possession
of any of the Bonds or the production thereof in any trial or other
proceedings relating thereto, and any such suit or proceedings instituted by
the Trustee shall be brought in its name as Trustee without the necessity of
joining as plaintiffs or defendants any Bondowners. Any recovery of judgment
shall be for the equal and ratable benefit of the Bondowners.

Section 908. Enforcement by Bondowners.

(a) No Bondowners shall have any right to institute any suit,
action or proceeding for the enforcement of any covenant or provisions of this
Agreement or for the appointment of a receiver or any other remedy thereunder,
unless (i) a default has occurred of which the Trustee has been notified as
provided in subsection (h) of Section 701, or of which by said subsection it
is deemed to have notice; (ii) such default shall have become an Event of
Default; (iii) the holders of not less than 25% in aggregate principal amount

of Bonds then outstanding shall have made written request to the Trustee and
shall have offered reasonable opportunity either to proceed to exercise the
powers hereinbefore granted or to institute such action, suit or proceeding in
the Trustee's name and shall have offered to the Trustee security or indemnity
as provided in Section 701; and (iv) the Trustee shall thereafter fail or
refuse to exercise the powers hereinbefore granted or to institute such
action, suit or proceeding in its own name. Such notification, request and
offer of security or indemnity are hereby declared in every case at the option
of the Trustee to be conditions precedent to the execution of the powers and
trusts of this Agreement, and to any action or cause of action for the
enforcement of this Agreement, or for the appointment of a receiver or for any
other remedy hereunder, it being understood and intended that no one or more
holders of the Bonds shall have any right in any manner whatsoever to enforce
any right hereunder except in the manner herein provided, and that all
proceedings shall be instituted and maintained in the manner herein provided
and for the equal and ratable benefit of the holders of all Bonds then
outstanding.

(b) Nothing in this Agreement contained shall, however, affect
or impair any right to enforcement otherwise conferred on any Bondowner by law
or the right of any Bondowner to enforce the payment of the principal of,
premium, if any, and interest on any Bond at and after the maturity thereof,
or the obligation of the Authority to pay the principal of, premium, if any,
and interest on each of the Bonds issued hereunder to the respective holders
thereof at the time, place, and the source and in the manner in said Bonds and
this Agreement expressed.

Section 909. Rights To Continue. In case the Trustee shall have
proceeded to enforce any right under this Agreement by the appointment of a
receiver or otherwise, and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely, then and in
every such case the Authority, the Trustee and the Bondowners shall be
restored to their former positions and rights hereunder, and all rights,
remedies and powers of the Trustee shall continue as if no such proceedings
had been taken.

Section 910. Waivers of Default. To the extent not precluded by law
the Trustee may, in its discretion, waive any default or Event of Default
hereunder and its consequences and rescind any declaration of maturity of
principal, and shall do so upon the written request of the holders of not less
than a majority in aggregate principal amount of all the Bonds then
outstanding; provided, however, that there shall not be waived (a) any Event
of Default in the payment of the principal, if any, of any Outstanding Bonds
at the date of maturity specified therein or the date fixed for redemption
thereof, (b) any default or Event of Default in the payment when due of
interest on any such Bonds, or (c) any Event of Default in the payment of the
purchase price of the Bonds at the date fixed for the purchase thereof unless
prior to such waiver or rescission, all arrears of interest, and all arrears
of payment of principal or purchase price then due, as the case may be,
together with interest (to the extent permitted by law), at the rate per annum
borne by any of the Bonds, on overdue principal, purchase price and interest,
and all Administrative Expenses of the Trustee, the Paying Agent, and the
Remarketing Agent in connection with such default shall have been paid or
provided for, and in case of any such waiver or rescission, then and in every
such case the Authority, the Trustee and the Bondowners shall be restored to

their former positions and rights hereunder, respectively, but no such waiver
or rescission shall extend to any subsequent or other default, or impair any
right consequent thereon.

Section 911. Agreement To Pay Attorneys' Fees and Expenses. In the
event the Company should default under any of the provisions of this Agreement
or the First Mortgage if any First Mortgage Bonds shall have been delivered to
the Trustee and the Authority should employ attorneys or incur other expenses
for the collection of any amounts due from the Company hereunder or the
enforcement of performance or observance of any obligation or agreement of the
Company herein contained, the Company agrees that it will on demand therefor
pay to the Authority the reasonable fees of such attorneys and such other
reasonable expenses so incurred by the Authority.

Section 912. Remedies in Article IX in Addition to Remedies in the
First Mortgage. The remedies conferred in this Article shall be in addition
to any remedies available to the Trustee as holder of the First Mortgage
Bonds, if any, under the First Mortgage.

ARTICLE X: THE BONDOWNERS.

Section 1001. Action by Bondowners.

(a) Any request, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Bondowners may be contained in and evidenced by one or more writings of
substantially the same tenor signed by the requisite number of Bondowners or
their attorneys duly appointed in writing. Proof of the execution of any such
instrument, or of an instrument appointing any such attorney, shall be
sufficient for any purpose of this Agreement (except as otherwise herein
expressly provided) if made as provided in this section, but the Authority or
the Trustee may nevertheless in its discretion require further or other proof
in cases where it deems the same desirable.

(b) The fact and date of the execution by any Bondowner or his
or her attorney of such instrument may be proved by the certificate, which
need not be acknowledged or verified, of an officer of a bank or trust company
satisfactory to the Authority or to the Trustee or of any notary public or
other officer authorized to take acknowledgements of deeds to be recorded in
the state in which he purports to act, that the person signing such request or
other instrument acknowledged to him or her the execution thereof, or by an
affidavit of a witness of such execution, duly sworn to before such notary
public or other officer. The authority of the person or persons executing any
such instrument on behalf of a corporate Bondowner may be established without
further proof if such instrument is signed by a person purporting to be the
president or a vice president of such corporation with a corporate seal
affixed and attested by a person purporting to be its clerk or secretary or an
assistant clerk or secretary.

Section 1002. Ownership of Bonds. The ownership of Bonds and the
amount, numbers and other identification, and date of holding the same shall
be proved by the registry books for the Bonds maintained by the Paying Agent.

ARTICLE XI: SUPPLEMENTAL AGREEMENTS.

Section 1101. Supplemental Agreements Without Consent or Notice to
Bondowners. The Authority, the Company and the Trustee may without the
consent of, or notice to, any of the Bondowners, enter into an agreement or
agreements supplemental to this Agreement for any one or more of the following
purposes:

(a) To add to the covenants and agreements of the Authority or
the Company contained in this Agreement other covenants and agreements
thereafter to be observed, and to surrender any right or power herein reserved
to or conferred upon the Authority or the Company.

(b) To modify any of the provisions of this Agreement or release
the Authority from any of the obligations, conditions, or restrictions herein
contained; provided that no such modification or release shall be or become
operative or effective which shall in any manner impair any of the rights of
the Bondowners or the Trustee; and provided further, that the Trustee may in
its sole discretion decline to enter into any such supplemental indenture
which in its opinion may not afford adequate protection to the Trustee when
the same shall become operative.

(c) To cure any ambiguity or to cure, correct, or supplement any
defect or inconsistent provision contained in this Agreement or in any
supplemental agreement in a manner which, in the opinion of bond counsel of
nationally recognized standing, is not adverse to the interest of the
Bondowners.

(d) To make such provision in regard to matters or questions
arising under this Agreement as may be necessary or desirable and not
inconsistent with this Agreement and not, in the opinion of bond counsel of
nationally recognized standing, adverse to the interests of the Bondowners.

(e) To comply with the requirements of the Trust Indenture Act
of 1939, as from time to time amended.

(f) To change the method of determining any interest rate or
Interest Rate Period in a manner not to the prejudice of the Trustee or the
Bondowners.

(g) To change the conversion notice periods and related purchase
procedures in a manner not to the prejudice of the Trustee or the owners of
the Bonds.

(h) To make any change which is required by Moody's, ▇▇▇▇ &
▇▇▇▇▇▇ or S&P in order to obtain or maintain a rating of the Bonds.

(i) To make any other change which, in the opinion of bond
counsel of nationally recognized standing, does not materially adversely
affect the rights of the Authority or any Bondowner.

Section 1102. Supplemental Agreements With Consent of Majority of
Bondowners.

(a) Exclusive of supplemental agreements covered by Section 1101
and subject to the terms and provisions contained in this Section 1102, and
not otherwise, the holders of not less than a majority in aggregate principal
amount of the Bonds then outstanding shall have the right, from time to time,
anything contained in this Agreement to the contrary notwithstanding, to
consent to and approve the execution by the Company, the Authority and the
Trustee of such other agreement or agreements supplemental hereto as shall be
deemed necessary and desirable by the Company for the purpose of modifying,
altering, amending, adding to or rescinding, in any particular, any of the
terms or provisions contained in this Agreement or in any supplemental
agreement; provided, however that nothing in this Agreement contained shall
permit, or be construed as permitting without the consent of the holders of
all the Bonds then outstanding affected thereby (i) an extension of the
maturity of the principal of or premium, if any, or the interest on or
redemption date of any Bond issued hereunder, or a change in the terms of the
purchase of Bonds delivered pursuant to Section 302, (ii) a reduction in the
principal or premium thereon, or a change in the method of determining the
rate of interest thereon, (iii) a privilege or priority of any Bond or Bonds
over any other Bond or Bonds, (iv) a reduction in the aggregate principal
amount of the Bonds required for consent to such modification, amendment or
supplemental agreement, or (v) impairment of the exclusion from federal income
taxation of interest on any of the outstanding Bonds.

(b) If at any time the Authority or the Company shall request
the Trustee to enter into such supplemental agreement for any of the purposes
of this Section 1102, the Trustee shall, upon being satisfactorily indemnified
with respect to expense, cause notice of the proposed execution of such
supplemental agreement to be given in the manner set forth in Section 303 and
shall give notice to the Remarketing Agent of the proposed execution of such
supplemental agreement. Such notice shall briefly set forth the nature of the
proposed supplemental agreement and shall state that copies thereof are on
file at the designated office of the Trustee for inspection by all Bondowners.
If, within sixty (60) days or such longer period as shall be prescribed by the
Company following the giving of such notice, the holders of not less than a
majority in aggregate principal amount of the Bonds outstanding shall have
consented to and approved the execution thereof as herein provided, no holder
of any Bond shall have any right to object to any of the terms and provisions
contained therein, or the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the Trustee, the
Company or the Authority from taking any action pursuant to the provision
thereof. Upon the execution of any such supplemental agreement as in this
Section 1102 permitted and provided, this Agreement shall be and be deemed to
be modified and amended in accordance therewith.

Section 1103. Consents by Trustee, Tender Agent, Etc. Anything herein
to the contrary notwithstanding, a supplemental agreement under this Article
XI which affects any rights or duties of the Trustee, the Tender Agent, the
Paying Agent or Co-Paying Agent, the Registrar or the Remarketing Agent shall
not become effective unless and until the Trustee, Tender Agent, Paying Agent
or Co-Paying Agent, Registrar or Remarketing agent, as the case may be, shall
have consented in writing to the execution of such supplemental agreement.

Section 1104. Notice of Amendments to Rating Agencies. Notice of any
amendment to this Agreement shall be sent by the Trustee to Moody's, if the
Bonds are then rated by Moody's, to S&P, if the Bonds are then rated by S&P,
and to any other rating agency if the Bonds are, at the request of the
Company, rated by such rating agency, at their respective addresses furnished
by such rating agency to the Trustee.

ARTICLE XII: MISCELLANEOUS.

Section 1201. Notices.
(a) All notices, certificates, requests, complaints, demands, consents and
other communications hereunder shall be deemed sufficiently given or filed for
all purposes of this Agreement if and when sent by registered mail, return
receipt requested: to the Authority, if addressed to the Polk County
Industrial Development Authority, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇; Attention: Chairman; to the Company, if
addressed to Tampa Electric Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: Corporate Secretary; to the Trustee, if addressed to The
Bank of New York, Towermarc Plaza, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Department; to the Paying Agent and
Tender Agent, if addressed to The Bank of New York, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Fiscal Agencies Department; or, as
to all of the foregoing, to such other address as the addressee shall have
indicated by prior written notice to the one giving notice. All notices to a
Bondowner shall be in writing and shall be deemed sufficiently given if sent
by mail, postage prepaid, to the Bondowner at the address shown on the
registration books for the Bonds maintained by the Paying Agent. A Bondowner
may direct the Paying Agent to change its address as shown on the registration
books by written notice to the Paying Agent.

(b) Notice hereunder may be waived prospectively or
retrospectively by the person entitled to the notice, but no waiver shall
affect any notice requirement as to other persons.

(c) All documents received by the Trustee under the provisions
of this Agreement, or photographic copies thereof, shall be retained in its
possession until this Agreement shall be released under the provision of this
Agreement, subject at all reasonable times to the inspection of the Authority,
the Company, any Bondowner and any agent or representative thereof.

Section 1202. Successors and Assigns. The rights and obligations of
the parties to this Agreement shall inure to their respective successors and
assigns.

Section 1203. Agreement Not for the Benefit of Other Parties. Except
as otherwise expressly provided herein, this Agreement is not intended for
the benefit of and shall not be construed to create rights in parties other
than the Company, the Authority, the Trustee and the Bondowners.

Section 1204. No Recourse Against Authority. No recourse under or upon
any obligations, covenants or agreement of this Agreement, or of any Bond, or
in any way based thereon or otherwise in respect thereof, shall be had against
any past, present or future member or officer, as such, of the Authority or
any successor body politic, either directly or through the Authority, whether

by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being hereby
expressly waived and released as a conclusion of and as consideration for, the
execution of this Agreement and the issue of the Bonds.

Section 1205. Payments Due, Conversion Dates or Notices on Nonbusiness
Days.
(a) If the date for any payment on the Bonds at a place of
payment shall be other than a Business Day, then payment shall be made on the
next succeeding Business Day, and no interest shall accrue for the intervening
period other than as specifically provided for herein. If any Conversion Date
is other than a Business Day, then actions, other than the giving of notices,
required to be taken under Article III on any such date with respect to the
tender of Bonds, the placement of Bonds and the purchase of Bonds shall not be
taken on that date but shall be taken on the next succeeding Business Day with
the same force and effect as if made on such Conversion Date, and, in the case
of any purchase and placement of Bonds that takes place on that next
succeeding Business Day, interest on those Bonds shall accrue for the benefit
of the new Bondowner from the Conversion Date.

(b) In the event any date required for the giving of any notice
under this Agreement (including without limitation any notice of Bondowner
election and surrender of Bonds) is not a Business Day, such notice shall be
given on the next preceding Business Day.

Section 1206. Severability. In the event that any provision of this
Agreement shall be held to be invalid in any circumstance, such invalidity
shall not affect any other provisions or circumstances.

Section 1207. Counterparts. This Agreement may be executed and
delivered in any number of counterparts, each of which shall be deemed to be
an original, but such counterparts together shall constitute one and the same
instrument.

Section 1208. Captions. The captions and table of contents of this
Agreement are for convenience only and shall not affect the construction
hereof.

Section 1209. Florida Law to Govern. This Agreement and each Bond
shall be deemed to be a contract made under the laws of the State and for all
purposes shall be construed in accordance with the laws of the State.

Section 1210. Time. All references to time of day in this Agreement
are references to New York, New York time.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed under seal all as of the date first above written.

POLK COUNTY INDUSTRIAL
(Official Seal) DEVELOPMENT AUTHORITY

Attest:
By:_______________________________
Title: Chairman
____________________________
Assistant Secretary

(Corporate Seal) TAMPA ELECTRIC COMPANY

Attest:
By:________________________________
Title:
___________________________
Secretary

(Corporate Seal) THE BANK OF NEW YORK, as Trustee

Attest:
By:________________________________
Title: Authorized Agent
___________________________

STATE OF FLORIDA )
) ss.:
COUNTY OF POLK )

The foregoing instrument was acknowledged before me this ____ day
of December, 1996, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., personally known to me, the
Chairman of the Polk County Industrial Development Authority, the public body
corporate and politic and public instrumentality described in and which
executed the above instrument.