SECURITY DEPOSIT AND INTERCREDITOR AGREEMENT

EXHIBIT 10.2

=============================================================

COMPOSITE
(through 4/96)

among

BIRCHWOOD POWER PARTNERS, L.P.

and

THE SECURED PARTIES NAMED HEREIN

and

CREDIT SUISSE,

as Security Agent

Dated as of May 18, 1994

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TABLE OF CONTENTS

Page
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ARTICLE I

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.1 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Other Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE II

The Security Agent . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.1 Appointment of the Security Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.2 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.3 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.4 Reliance by Security Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.5 Limitations on Duties of Security Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.6 Resignation and Removal of the Security Agent . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.7 Treatment of Registered Holder, Payee or Indorsee by Security Agent . . . . . . . . . . . . . . 13
Section 2.8 Appointment of Separate or Co-Security Agent . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.9 Successor Security Agent by Merger, Consolidation, Etc. . . . . . . . . . . . . . . . . . . . 14
Section 2.10 Eligibility of Security Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE III

Establishment of Accounts;
Grant of Security Interests . . . . . . . . . . . . . . . . . . . . . 15
Section 3.1 Establishment of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.2 Security Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE IV

Deposits into Accounts; Investment . . . . . . . . . . . . . . . . . . . 17
Section 4.1 Construction Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.2 Institutional Loan Proceeds Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.3 Required Deposits on the Completion Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.4 Project Control Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.5 Special Payment Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.6 Greenhouse Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.7 Bond Transfer Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.8 Deposit Irrevocable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.9 Statements of Amounts Held in Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.10 Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

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ARTICLE V
Page

Transfers From Accounts . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.1 Institutional Loan Proceeds Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.2 Construction Account; Bond Transfer Accounts . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.3 Project Control Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 5.4 Repair and Maintenance Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.5 Additional Collateral Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.6 Debt Service Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.7 Special Payment Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.8 Distributions Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 5.9 Final Completion Escrow Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 5.10 Accrued Interest Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.11 Insurance and Property Tax Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.12 Greenhouse Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 5.13 Delivery of Request Letters, Disbursement Requests . . . . . . . . . . . . . . . . . . . . . . 34
Section 5.14 Shortfall Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 5.15 Transfers from Certain Accounts During a Default Period . . . . . . . . . . . . . . . . . . . 35
Section 5.16 The Security Agent's Calculations; Determinations . . . . . . . . . . . . . . . . . . . . . . 39
Section 5.17 Insufficient Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 5.18 Concerning Section 10.31 of the Project Loan Agreement . . . . . . . . . . . . . . . . . . . . 40

ARTICLE VI

Agreements with the Security Agent . . . . . . . . . . . . . . . . . . . 40
Section 6.1 Delivery of Senior Debt Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 6.2 Payment by Security Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 6.3 Information Provided to the Security Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 6.4 Notice of Amounts Payable Under Financing Documents . . . . . . . . . . . . . . . . . . . . . . 42
Section 6.5 Information Accompanying Amounts Delivered for Deposit into Accounts . . . . . . . . . . . . . 43
Section 6.6 Certificate of Secured Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 6.7 Compensation and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 6.8 Stamp and Other Similar Taxes; Filing Fees, Excise Taxes, Etc. . . . . . . . . . . . . . . . . 44
Section 6.9 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 6.10 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.11 Application by Secured Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE VII

Default Period . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 7.1 Default and Acceleration Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 7.2 General Authority of the Security Agent over the Collateral . . . . . . . . . . . . . . . . . . 46
Section 7.3 Right to Initiate Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

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Page

Section 7.4 Exercise of Powers; Instructions of Required Secured Parties . . . . . . . . . . . . . . . . . 46
Section 7.5 Remedies Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 7.6 Waiver and Estoppel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 7.7 Limitation on Security Agent's Duty in Respect of Collateral . . . . . . . . . . . . . . . . . 48
Section 7.8 Limitation by Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 7.9 Future Right, Title and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE VIII

Certain Agreements of the Secured Parties . . . . . . . . . . . . . . . . . 49
Section 8.1 Secured Obligations Pari Passu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 8.2 Pro Rata Sharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 8.3 Turnover of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.4 No Bankruptcy Filings or Foreclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.5 No Loans; No Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.6 Security Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.7 Intercreditor Agreement Regarding Amendment and Waiver of Senior Debt Agreements . . . . . . . 50
Section 8.8 Voting Rights Following True-Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 8.9 Bond Trustee and Bondholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 8.10 Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE IX

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 9.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 9.2 No Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 9.3 Amendments, Supplements and Waivers of this Agreement . . . . . . . . . . . . . . . . . . . . . 53
Section 9.4 Additional Secured Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 9.5 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.7 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.9 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 9.10 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 9.11 Submission To Jurisdiction; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 9.12 WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

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ANNEXES:

A Definitions

SCHEDULE:

1 Required Repair and Maintenance Reserve Amount

EXHIBITS:

A Form of Security Deposit Agreement Supplement
B Form of Request Letter
C Form of Request for Distributions
D Form of Disbursement Request
E Form of Construction Fund Requisition - Series 1994A

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SECURITY DEPOSIT AND INTERCREDITOR AGREEMENT, dated as of May 18,
1994, among (i) BIRCHWOOD POWER PARTNERS, L.P., a Delaware limited partnership
(the "Borrower"), (ii) BANQUE PARIBAS, NEW YORK BRANCH, BARCLAYS BANK PLC,
CREDIT SUISSE and UNION BANK OF CALIFORNIA and each other bank or financial
institution which becomes a party to this Agreement as a "Bank" by executing a
Bank Transfer Supplement (as hereinafter defined) in accordance with Section
9.4 (the "Banks"), (iii) ▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE COMPANY, ALLSTATE
INSURANCE COMPANY and NEW YORK LIFE INSURANCE COMPANY, the other financial
institutions or institutional investors parties to this Agreement and
identified on the signature pages hereof as an "Institution" and each other
institution which becomes a party to this Agreement as an "Institution" by
executing an Institutional Transfer Supplement (as hereinafter defined) in
accordance with Section 9.4 (the "Institutions"), (iv) CREDIT SUISSE, and, when
the context requires, CREDIT SUISSE, NEW YORK BRANCH, as issuing bank under the
Project Loan Agreement referred to herein (in such capacity, the "Issuing
Bank"), (v) CREDIT SUISSE, as administrative agent for the Banks (in such
capacity, together with its successors and assigns in such capacity, the
"Administrative Agent") under the Loan Documents referred to herein, (vi) the
Banks parties to Interest Rate Hedging Agreements (as hereinafter defined) and
this Agreement and identified on the signature pages hereof as a "Secured
Counterparty" and each other Bank that becomes a party to this Agreement as a
"Secured Counterparty" by executing a Security Deposit Agreement Supplement (as
hereinafter defined) in accordance with Section 9.4 (in such capacity, the
"Secured Counterparties"), (vii) any Bond Trustee (as hereinafter defined) that
becomes a party to this Agreement by executing a Security Deposit Agreement
Supplement in accordance with Section 9.4 (a "Secured Bond Trustee") and (viii)
CREDIT SUISSE, as security agent for the Secured Parties referred to herein (in
such capacity, the "Security Agent").

W I T N E S S E T H :
- - - - - - - - - -

WHEREAS, the Borrower desires to acquire, construct, own and
operate the Project, consisting of a nominal 220 MW pulverized coal-fired
cogeneration facility to be located in King ▇▇▇▇▇▇ County, Virginia;

WHEREAS, in order to obtain construction and permanent
financing for the Project, the Borrower has, among other things, entered into
the Project Loan Agreement, pursuant to which the Banks and the Institutions
have agreed to make loans to, and the Issuing Bank has agreed to issue letters
of credit for the account of, the Borrower;

WHEREAS, the Borrower has also entered into separate Interest
Rate Hedging Agreements with the Secured Counterparties in order to mitigate
the risk of interest rate fluctuations in respect of a portion of the loans to
be made under the Project Loan Agreement;

WHEREAS, it is a condition precedent for the Banks, the
Issuing Bank and the Institutions to make loans and other extensions of credit
to the Borrower under the Project Loan Agreement, and for the Secured
Counterparties to permit the maturity of the Interest Rate Hedging Agreements
to be approximately equal to the loans under the Project Loan Agreement, that
the parties hereto enter into this Agreement; and
7
2

WHEREAS, the Banks, the Institutions, the Issuing Bank, the
Secured Counterparties, any Secured Bond Trustee, the Administrative Agent and
the Security Agent are herein collectively referred to as the "Secured
Parties".

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

ARTICLE I

Definitions
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Section 1.1 Certain Defined Terms. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to
them in Annex A.

Section 1.2 Other Defined Terms. As used herein, the
following terms shall have the following meanings:

"Acceleration Notice": a written notice delivered to the
Borrower and the Security Agent during a Default Period (a) by the
Administrative Agent or the Majority Banks pursuant to paragraph (2)
of Section 12.2 of the Project Loan Agreement, declaring the Bank
Notes to be immediately due and payable prior to the stated maturity
thereof, (b) by the Majority Institutions pursuant to paragraph (3) of
Section 12.2 of the Project Loan Agreement, declaring the
Institutional Notes to be immediately due and payable prior to the
stated maturity thereof, or (c) by the Required Secured Parties
pursuant to paragraph (4) of Section 12.2 of the Project Loan
Agreement, declaring all of the Notes to be immediately due and
payable. An Acceleration Notice shall be deemed to have been
delivered if an Event of Default specified in clause (i) or (ii) of
Section 12.1(e) of the Project Loan Agreement occurs with respect to
the Borrower.

"Accrued Interest Subaccount": each of (a) the Bank Accrued
Interest Subaccount and (b) the Institutional Accrued Interest
Subaccount.

"Annual O&M Bonus": the annual Operating Heat Rate Bonus
payable to the Facility Operator as provided in Schedule G to the
Operating and Maintenance Agreement.

"Available Debt Service Reserve Deposit Amount": on any
Quarterly Distribution Date, the product of (i) 0.60 and (ii) the
amount of funds remaining on deposit in the Project Control Account on
such Quarterly Distribution Date after all of the transfers on such
date required by clauses first through eighth of Section 5.3(a) have
been made and prior to the making of any transfers on such date
pursuant to clause ninth thereof.

"Bank Accrued Interest Amount": as of any date of
calculation, an amount sufficient to cause the balance of the Bank
Accrued Interest Subaccount to equal the amount of all accrued and
unpaid interest on the Bank Loans on such date (after giving

effect to any payments of interest on the Bank Loans on such date and
any transfers of funds from the Bank Accrued Interest Subaccount on
such date).

"Bank Accrued Interest Subaccount": as defined in Section
3.1(a).

"Basic Monthly O&M Fee": the Monthly Base Operations Fee
payable to the Facility Operator on a quarterly basis as provided in
Schedule G to the Operating and Maintenance Agreement.

"Bond Construction Fund Requisitions": a Bond Construction
Fund Requisition-Series 1994A, a Bond Construction Fund
Requisition-Series 1994B, a Bond Construction Fund Requisition-Series
1995, a Bond Construction Fund Requisition-Series 1996A and/or a Bond
Construction Fund Requisition-Series 1996B, as the case may be.

"Bond Construction Fund Requisition - Series 1994A": a
requisition, in substantially the form of Exhibit E hereto, of funds
on deposit in the "Construction Fund" established and identified as
such in the Trust Indenture - Series 1994A.

"Bond Construction Fund Requisition - Series 1994B": a
requisition, in substantially the form of Exhibit B to the Trust
Indenture - Series 1994B, of funds on deposit in the "Construction
Fund" established and identified as such in the Trust Indenture -
Series 1994B.

"Bond Construction Fund Requisition-Series 1995": a
requisition, in substantially the form of Exhibit B to the Trust
Indenture-Series 1995, of funds on deposit in the "Construction Fund"
established and identified as such in the Trust Indenture-Series 1995.

"Bond Construction Fund Requisition-Series 1996A": a
requisition, in substantially the form of the applicable Exhibit to
the Trust Indenture-Series 1996A, of funds on deposit in that certain
Construction Fund established and identified as such in the Trust
Indenture-Series 1996A.

"Bond Construction Fund Requisition-Series 1996B": a
requisition, in substantially the form of the applicable Exhibit to
the Trust Indenture-Series 1996B, of funds on deposit in that certain
Construction Fund established and identified as such in the Trust
Indenture-Series 1996B.

"Bond Transfer Accounts": the Bond Transfer Account-Series
1994A, the Bond Transfer Account-Series 1994B, the Bond Transfer
Account-Series 1995, the Bond Transfer Account-Series 1996A and the
Bond Transfer Account-Series 1996B, established and identified as such
in this Security Deposit Agreement.

"Bond Trustee - Series 1994A": Bankers Trust Company or its
successor as `Trustee' under the Trust Indenture - Series 1994A.

"Bond Trustee - Series 1994B": Bankers Trust Company or its
successor as `Trustee' under the Trust Indenture - Series 1994B.

"Bond Trustee-Series 1995": Bankers Trust Company or its
successor as `Trustee' under the Trust Indenture-Series 1995.

"Bond Trustee-Series 1996A": Bankers Trust Company or its
successor as "Trustee" under the Trust Indenture-Series 1996A.

"Bond Trustee-Series 1996B": that certain party identified as
"Trustee," or its successor as "Trustee," under the Trust
Indenture-Series 1996B.

"Construction Account Deposits": as defined in Section 4.1.

"Cure Notice": a written notification delivered to the
Borrower and the Security Agent by the Secured Party or Secured
Parties which previously delivered a Default Notice, stating that an
Event of Default which was the subject of such Default Notice is no
longer continuing.

"Damage Event": any loss or destruction of, or damage to, or
condemnation, confiscation or seizure of, or requisition of title to
or use of, any part of the Project which does not constitute an Event
of Loss.

"Default Notice": a written notification delivered to the
Security Agent by the Borrower or any Secured Party stating that an
Event of Default has occurred and is continuing and describing the
event or condition causing such Event of Default.

"Default Period": the period commencing on the date the
Security Agent receives a Default Notice and ending on the date the
Security Agent receives a Cure Notice or a notice of cancellation
pursuant to Section 7.1(b).

"Delay Damages Subaccount": as defined in Section 3.1(a).

"Delay Damages Proceeds": any and all amounts paid to the
Borrower pursuant to Section 7.2 of the Facility Construction Contract
or Section 9.1 of the Greenhouse Construction Contract.

"Depletion Balance": on any Quarterly Distribution Date
during a Depletion Period, the amount, if any, by which (i) the
aggregate amounts transferred from the Debt Service Reserve Account
pursuant to Section 5.6(a), 5.6(b) or 5.15(c) during such Depletion
Period exceeds (ii) the aggregate amount of any funds transferred into
the Debt Service Reserve Account pursuant to clause ninth of Section
5.3(a) during such Depletion Period plus (or minus) the aggregate
amount of the increase (or decrease) since the previous Quarterly
Distribution Date in the amount then available to be drawn under Debt
Service Letters of Credit established, if any.

"Depletion Period": a period commencing on and including any
date on which there occurs any transfer of funds on deposit in the
Debt Service Reserve Account pursuant to Section 5.6(a), 5.6(b) or
5.15(c), and ending on the first Quarterly Distribution Date
thereafter on which the aggregate amount transferred into the Debt
Service Reserve

Account during such period pursuant to clause ninth of Section
5.3(a) equals or exceeds the aggregate amount of funds transferred
from the Debt Service Reserve Account during such period pursuant to
Section 5.6(a), 5.6(b) or 5.15(c); provided that no Depletion Period
may commence while a Depletion Period is in existence.

"Disbursement Date": each (a) Scheduled Senior Debt Service
Payment Date, (b) Monthly Operating Disbursement Date, (c) Quarterly
Distribution Date, (d) L/C Reimbursement Date and (e) Special Senior
Debt Prepayment Date.

"Disbursement Request": each certificate from time to time
delivered by a Responsible Officer of the Borrower to the Security
Agent requesting the release of funds from the Institutional Loan
Proceeds Account or Construction Account to pay Project Costs, Bank
Project Loans and/or Equity Funding Loans, each such certificate to be
substantially in the form of Exhibit D.

"Excess Construction Account Deposits": as defined in Section
5.2(a).

"Greenhouse Letter of Credit": the "Sublessee's Letter of
Credit" under the Greenhouse Loan Agreement.

"Greenhouse Reserve Account Cash Deposits": as defined in
Section 4.6.

"Greenhouse Reserve Withdrawal Event": any transfer of funds
on deposit in the Greenhouse Reserve Account pursuant to Section 5.12.

"holder": (a) with respect to each Registered Institutional
Note, the Institution in whose name such Registered Institutional Note
is registered in the Institutional Note Register, as notified to the
Security Agent by the relevant Institution pursuant to Section 6.3 or
6.4 or, if not inconsistent therewith, the Borrower pursuant to
Section 4.7(d) of the Project Loan Agreement; or (b) with respect to
each other Institutional Note, the holder thereof from time to time,
as notified by the relevant Institution to the Security Agent pursuant
to Section 6.3 or 6.4.

"Increased IDC Contribution Proceeds": any and all proceeds
received by the Borrower of the Contingent Increased IDC Contribution
payable pursuant to the Southern Equity Contribution Agreement.

"Institutional Accrued Interest Amount": as of any date of
calculation, an amount sufficient to cause the balance of the
Institutional Accrued Interest Subaccount to equal the amount of all
accrued and unpaid interest on the Institutional Notes on such date
(after giving effect to any payments of interest on the Institutional
Notes on such date and any transfers of funds from the Institutional
Accrued Interest Subaccount on such date).

"Institutional Interest Subaccount": as defined in Section
3.1(a).

"Institutional Loan Proceeds Account Deposits": as defined in
Section 4.2.

"L/C Cash Collateral Proceeds": any and all payments made or
due and payable by the Borrower, as cash collateral, pursuant to
clause (ii)(y) of Section 7.3(a) or 7.3(d) of the Project Loan
Agreement following the occurrence of an Event of Loss or a
termination of the Power Purchase Agreement by Virginia Power.

"L/C Cash Collateral Subaccount": as defined in Section
3.1(a).

"Major Maintenance Expenses": all costs, other than
administrative costs and costs incurred on an annual basis in
connection with the normal maintenance of the Facility, incurred by
the Borrower for any overhaul of, or major maintenance procedure for,
the Facility or any part thereof which requires significant
disassembly or shutdown of the Facility and which are incurred
pursuant to manufacturers' guidelines or recommendations, engineering
or operating considerations or the requirements of any applicable
Governmental Approval (excluding any such costs that are payable by
other Persons under warranty or similar agreements or insurance
policies).

"Maximum Debt Service Reserve Deposit Amount": on any
Quarterly Distribution Date, the sum of (i) the Remaining Initial Debt
Service Reserve Shortfall, if any, and (ii) the Available Debt Service
Reserve Deposit Amount; provided that if a Depletion Period shall be
in existence, the Maximum Debt Service Reserve Deposit Amount on such
Quarterly Distribution Date shall be increased by the amount of the
Depletion Balance on such Quarterly Distribution Date.

"Monthly Operating Disbursement Date": the last Business Day
of any month occurring after the Commercial Operations Date.

"Non-Restoration Event": any condemnation, confiscation or
acquisition of, or acquisition of title to or use of, any portion of
the Site by any Governmental Authority which is not necessary in
connection with the construction, use, ownership or operation (present
or future) of the Project or the Greenhouse in accordance with the
applicable provisions of the Project Documents and in compliance with
all Requirements of Law, as determined by the Borrower in good faith
and confirmed by the Administrative Agent and Majority Institutions
(after consultation with the Independent Engineer).

"Non-Restoration Subaccount": as defined in Section 3.1(a).

"Notice of Action": as defined in Section 7.4(b).

"Prepayment Subaccount": as defined in Section 3.1(a).

"Post-Quarterly Calculation Date Deposits": on any Quarterly
Distribution Date, the collective reference to all funds deposited
into, or transferred to, the Project Control Account (including
without limitation pursuant to Section 4.4) during the period from and
excluding the immediately preceding Quarterly Calculation Date to and
including such Quarterly Distribution Date.

"Project Control Account Deposits": as defined in Section
4.4.

"Remaining Initial Debt Service Reserve Shortfall": on any
Quarterly Distribution Date, the amount by which the sum of (i) the
Required Initial Debt Service Reserve Deposit Amount and (ii)
$3,000,000 exceeds the aggregate amount deposited into the Debt
Service Reserve Account on the Completion Date pursuant to Section 4.1
or transferred into the Debt Service Reserve Account on any prior
Quarterly Distribution Date (if any) following the Completion Date
pursuant to Section 5.3(a).

"Request Letter": each letter from time to time delivered by
a Responsible Officer of the Borrower to the Security Agent requesting
the transfer and/or release of funds from one or more Accounts to or
on behalf of the Borrower in accordance with Article V, each such
letter to be substantially in the form of Exhibit B or in such other
form acceptable to the Borrower and the Security Agent.

"Required Project Control Reserve Amount": $2,000,000,
provided that such amount shall be increased (or decreased) on January
1 of each year by the percentage change in the GNP Index Multiplier
for the previous calendar year (but in no event shall such amount be
less than $2,000,000).

"Required Repair and Maintenance Reserve Amount": for each
Quarterly Distribution Date, the amount listed on Schedule 1 opposite
the year following the Commercial Operations Date in which such date
occurs, as such Schedule 1 may be adjusted from time to time by the
Borrower (provided that the Independent Engineer shall have confirmed
the appropriateness of such adjustment) or by the Administrative Agent
and the Majority Institutions (after consultation with the Independent
Engineer and the Borrower), to increase and/or decrease all or any of
the amounts set forth therein, based on a material change in facts or
circumstances from those on which such Schedule 1 was prepared, to
more accurately reflect the amounts and expected dates of incurrence
of the Major Maintenance Expenses expected to be incurred in
connection with the periodic overhaul of, or major maintenance
procedures for, the Facility.

"Restoration Subaccount": as defined in Section 3.1(a).

"Restorations": with respect to any Damage Event, the
restoration, repair, rebuilding or replacement of the affected portion
of the Project to substantially the same condition as prior to the
occurrence of such Damage Event.

"Security Deposit Agreement Supplement": as defined in
Section 9.4(a).

"Security Deposit Collateral": the Accounts, each Debt Service
Letter of Credit issued and outstanding from time to time and all
cash, other instruments, investments and securities on deposit in the
Accounts, excluding , however, the Bond Transfer Accounts, the
Greenhouse Reserve Account, any Greenhouse Letter of Credit issued and
outstanding from time to time and all cash, other instruments,
investments and securities on deposit in the Greenhouse Reserve
Account.

"Series 1994A Bond Transfer Account": the Series 1994A Bond
Transfer Account established and maintained pursuant to this Security
Deposit Agreement.

"Series 1994B Bond Transfer Account": the Series 1994B Bond
Transfer Account established and maintained pursuant to this Security
Deposit Agreement.

"Series 1995 Bond Transfer Account': the Series 1995 Bond
Transfer Account established and maintained pursuant to the Security
Deposit Account.

"Series 1996A Bond Transfer Account": the Series 1996A Bond
Transfer Account established and maintained pursuant to this Security
Deposit Agreement.

"Series 1996B Bond Transfer Account": the Series 1996B Bond
Transfer Account established and maintained pursuant to this Security
Deposit Agreement.

"Special Payment Account Deposits": as defined in Section
4.5.

"Subaccounts": collectively, (a) the Restoration Subaccount,
(b) the Non-Restoration Subaccount, (c) the L/C Cash Collateral
Subaccount, (d) the Prepayment Subaccount, (e) the Delay Damages
Subaccount, (f) the Bank Accrued Interest Subaccount and (g) the
Institutional Accrued Interest Subaccount.

"Trust Indenture - Series 1994A": the Trust Indenture by and
between the Industrial Development Authority of King ▇▇▇▇▇▇ County,
Virginia, and Bankers Trust Company, as trustee (the `Trustee'), dated
as of October 1, 1994.

"Trust Indenture - Series 1994B": the Trust Indenture by and
between the Industrial Development Authority of King ▇▇▇▇▇▇ County,
Virginia, and Bankers Trust Company, as trustee (the `Trustee'), dated
as of December 1, 1994.

"Trust Indenture-Series 1995": the Trust Indenture by and
between the Industrial Development Authority of King ▇▇▇▇▇▇ County,
Virginia and Bankers Trust Company, as trustee, dated as of November
1, 1995.

"Trust Indenture-Series 1996A": the Trust Indenture by and
between the Industrial Development Authority of King ▇▇▇▇▇▇ County,
Virginia, and Bankers Trust Company, as trustee (the "Trustee"), dated
as of April 1, 1996.

"Trust Indenture-Series 1996B": the Trust Indenture by and
between the Industrial Development Authority of King ▇▇▇▇▇▇ County,
Virginia, and the party therein named as trustee, pursuant to which
the Series 1996B Bonds, if any, are issued.

Section 1.3 Other Definitional Provisions. (a) The words
"hereof", "herein" and "hereunder" and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Article, Section, paragraph, Annex,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

(b) Each reference in this Agreement to any Project
Document or any Financing Document shall be deemed to refer to such Project
Document or Financing Document as the same may be amended, supplemented or
otherwise modified from time to time.

(c) Any term defined by reference to an agreement,
instrument or other document shall have the meaning so assigned to it whether
or not such agreement, instrument or other document is in effect.

(d) Each reference in this Agreement to a Person shall be
deemed to include such Person's successors and assigns.

(e) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

ARTICLE II

The Security Agent
------------------

Section 2.1 Appointment of the Security Agent. Each of the
Secured Parties hereby designates and appoints Credit Suisse as the security
agent for such Secured Party under this Agreement and the other Security
Documents, and authorizes Credit Suisse, in such capacity, to take such action
on its behalf under the provisions of this Agreement and the other Security
Documents and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement and the other Security
Documents, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement or in any other Security Document, the Security Agent shall not have
any duties or responsibilities, except those expressly set forth herein or in
any other Security Document, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Security Document or shall otherwise exist against the
Security Agent.

Section 2.2 Exculpatory Provisions. (a) The Security Agent
shall not be responsible in any manner whatsoever for the correctness of any
recitals, statements, representations or warranties herein or in any other
Financing Document or Project Document. The Security Agent makes no
representations as to the value or condition of the Collateral or any part
thereof, or as to the title of the Borrower or any other Person thereto or as
to the security afforded by this Agreement or any other Security Document, or
as to the validity, execution, enforceability, legality or sufficiency of this
Agreement, the other Financing Documents, the Project Documents or the Secured
Obligations, and the Security Agent shall incur no liability or responsibility
in respect of any such matters. The Security Agent shall not be responsible or
liable in any manner whatever for soliciting any funds or for the sufficiency,
correctness, genuineness or validity of any funds or securities deposited with
or held by it under this Agreement or under the other Security Documents, or
responsible for insuring the Collateral or for the payment of taxes, charges or
assessments or discharging of Liens upon the Collateral or otherwise as to the
maintenance of the Collateral.

(b) The Security Agent shall not be liable for any error of
judgment or for any acts done or omitted by it hereunder or under any other
Security Document except in the case of its gross negligence or willful
misconduct.

(c) The Security Agent shall not be required to ascertain or
inquire as to the performance by the Borrower of any of the covenants or
agreements contained herein or in any other Financing Document or Project
Document.

(d) The Security Agent may accept deposits from, lend money
to, issue letters of credit in favor of and generally engage in any kind of
business with the Borrower or any of its Affiliates as if it were not the
Security Agent. With respect to the Secured Obligations owing to it in any of
its respective capacities as a Bank, the Issuing Bank, the Administrative Agent
or a Secured Counterparty, the Security Agent shall have the same rights and
powers hereunder and under the other Security Documents as any Bank, the
Issuing Bank, the Administrative Agent or any Secured Counterparty, as the case
may be, and may exercise the same as though it were not acting as the Security
Agent, and any reference to a Secured Party (in whatever terms) shall, unless
the context otherwise requires, include a reference to Credit Suisse in its
respective capacities as a Bank, the Issuing Bank, the Administrative Agent and
a Secured Counterparty.

Section 2.3 Delegation of Duties. The Security Agent may
execute any of its powers herein or in the other Security Documents and perform
any duty hereunder or under the other Security Documents either directly or by
or through agents or attorneys-in-fact. The Security Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it provided that such selection occurs with reasonable care.

Section 2.4 Reliance by Security Agent. (a) Whenever in the
administration of this Agreement or the other Security Documents the Security
Agent shall deem it necessary or desirable that a factual matter be proved or
established in connection with the Security Agent taking, suffering or omitting
any action hereunder or thereunder, such matter (unless other evidence in
respect thereof is herein or therein specifically prescribed) may be deemed to
be conclusively proved or established by a certificate of a Responsible Officer
of the Borrower delivered to the Security Agent, and such certificate shall be
full authorization to the Security Agent for any action taken, suffered or
omitted in reliance thereon, subject, however, to the provisions of Section
2.5.

(b) The Security Agent may consult with counsel, and any
advice or statements of legal counsel (including, without limitation, counsel
to the Borrower) shall be full and complete authorization and protection in
respect of any action taken or suffered by it hereunder or under any other
Security Document in good faith reliance thereon.

(c) The Security Agent may rely, and shall be fully protected
in acting, upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties or, in the case of cables, telecopies and telexes,
to have been sent by the proper party or parties. In the absence of its
negligence or willful misconduct, the Security Agent may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Security

Agent and conforming to the requirements of this Agreement or any other
Financing Document, as the case may be. Without limiting the generality of the
foregoing, the Security Agent may conclusively rely on the information
contained in any Request Letter delivered pursuant to Article V in the
performance of its duties thereunder.

(d) The Security Agent shall not be under any obligation to
exercise any of the rights or powers vested in it by this Agreement or the
other Security Documents, at the request or direction of the Required Secured
Parties or any other combination of Secured Parties pursuant to this Agreement
or otherwise, unless the Security Agent shall have been provided adequate
security and indemnity against the costs, expenses (including its customary
fees) and liabilities which may be incurred by it in compliance with such
request or direction, including such reasonable advances as may be requested by
the Security Agent.

Section 2.5 Limitations on Duties of Security Agent. (a)
Unless and until an Event of Default shall have occurred and be continuing and
the Security Agent shall have received notice thereof in accordance with
paragraph (b) of this Section 2.5, the Security Agent shall not be obligated to
take any action, or refrain from taking any action, under or in respect of this
Agreement or any other Security Document except for the performance of such
duties as are specifically required hereby or thereby and except as may be
requested from time to time in writing by the Required Secured Parties or such
other combination of Secured Parties as may be specified in any applicable
provision of this Agreement or such other Security Document. If an Event of
Default exists and if the Security Agent shall have received notice thereof in
accordance with paragraph (b) of this Section 2.5, the Security Agent will
exercise such rights, powers and remedies (whether vested by this Agreement or
any other Security Document or by statute or by law or otherwise) for the
protection and enforcement of the Security Agent's rights under and in respect
of this Agreement and the other Security Documents as may be directed in
writing pursuant to a Notice of Action.

(b) The Security Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default unless the
Security Agent has received notice from any Secured Party, the Borrower or,
prior to the Equity Funding Termination Date, Southern, describing such Default
or Event of Default and stating that such notice is a "notice of default". In
the event that the Security Agent receives such a notice, the Security Agent
shall give notice thereof to the Secured Parties.

(c) In the event that the Security Agent shall have received
incomplete or insufficient information to perform its duties hereunder or
requires clarification of any matter, the Security Agent shall be entitled to
request direction from, and to act, or refrain from acting, on the written
direction of, the Required Secured Parties or such other combination of Secured
Parties as may be specified in the applicable provision of this Agreement or
the other Security Documents, and the Security Agent shall be fully protected
in relying on such direction or in failing to act until the receipt of such
information or clarification or direction.

(d) No provision of this Agreement or of any other Security
Document shall be deemed to impose any duty or obligation on the Security Agent
to perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it, in any jurisdiction in which it shall be illegal,
or in which the Security Agent shall be unqualified or incompetent, to

perform any such act or acts or to exercise any such right, power, duty or
obligation or if such performance or exercise would constitute doing business
by the Security Agent in such jurisdiction or impose a tax on the Security
Agent by reason thereof.

Section 2.6 Resignation and Removal of the Security Agent.
(a) The Security Agent may at any time, by giving not less than 30 days prior
written notice to the Borrower and the Secured Parties, resign and be
discharged of the responsibilities hereby created, such resignation and
discharge to be effective upon the appointment of a successor Security Agent.
As promptly as practicable after the giving of any such notice, the Majority
Lenders shall appoint a successor Security Agent. The Majority Institutions or
(prior to the repayment of the Bank Loans and L/C Reimbursement Obligations and
termination of the Commitments of the Banks) the Majority Banks may, at any
time upon giving at least 30 days' prior written notice thereof to the Borrower
and the Security Agent, remove the Security Agent for cause (or without cause
if the Security Agent shall no longer be the Administrative Agent or if all of
the Bank Loans and L/C Reimbursement Obligations shall have been paid in full
and the Commitments of the Banks terminated) and appoint a successor Security
Agent, such removal to be effective upon the acceptance of such appointment by
the successor Security Agent. The Security Agent who has resigned or been
removed or replaced pursuant to this Section 2.6(a) shall be entitled to the
fees, costs and expenses provided under Section 6.7 to the extent incurred or
arising, or relating to events occurring, before its resignation or removal.

(b) If at any time the Security Agent shall resign or be
removed or otherwise become incapable of acting, the Majority Lenders shall
appoint from among the Banks (or, if all of the Bank Loans and L/C
Reimbursement Obligations shall have been paid in full and the Commitments of
the Banks terminated, from any bank or trust company with an office in New
York, New York having a combined capital, surplus and undivided profits of at
least $100,000,000) a successor Security Agent for the Secured Parties, which
successor Security Agent shall be reasonably acceptable to the Borrower (unless
an Event of Default has occurred and is continuing). If no successor Security
Agent shall have been appointed by the Majority Lenders and shall have accepted
such appointment within 30 days after the giving of such notice of resignation
or removal, as the case may be, then the Security Agent may, on behalf of the
Secured Parties (if such Security Agent is resigning), or a court of competent
jurisdiction upon the petition of one or more Secured Parties shall, appoint a
successor Security Agent, which shall be a Bank or any other bank or trust
company with an office in New York, New York having a combined capital, surplus
and undivided profits of at least $100,000,000 and which shall be reasonably
acceptable to the Borrower (unless an Event of Default has occurred and is
continuing). The powers, duties, authority and title of the predecessor
Security Agent shall be terminated and canceled without procuring the
resignation of such predecessor and without any other formality (except as may
be required by applicable law) than appointment and designation of a successor
Security Agent in writing duly executed by the Majority Lenders and delivered
to the predecessor Security Agent, the Secured Parties and the Borrower. Such
appointment and designation shall be full evidence of the right and authority
to make the same and of all the facts therein recited, and this Agreement and
the other Security Documents shall vest in such successor Security Agent,
without any further act, deed or conveyance, all the estates, properties,
rights, powers, duties, authority and title of its predecessor Security Agent;
but such predecessor shall, nevertheless, on the written request of the
Majority Lenders or the successor Security Agent, execute and deliver an
instrument transferring to such successor Security Agent all the estates,

properties, rights, powers, duties, authority and title of such predecessor
Security Agent hereunder and under the other Security Documents and shall
deliver all Collateral held by it or its agents to such successor Security
Agent. Should any deed, conveyance, amendment of a Financing Document or other
instrument in writing from the Borrower be reasonably required or requested by
any successor Security Agent or the Majority Lenders for more fully and
certainly vesting in such successor Security Agent the estates, properties,
rights, powers, duties, authority and title vested or intended to be vested in
the predecessor Security Agent, then any and all such deeds, conveyances,
amendments and other instruments shall, on request of such successor Security
Agent or the Majority Lenders, be executed, acknowledged and delivered by the
Borrower. If the Borrower shall not have executed and delivered any such deed,
conveyance, amendments or other instrument within 10 days after it receives a
written request from the successor Security Agent or Majority Lenders, as the
case may be, to do so, or if an Event of Default is in existence, the
predecessor Security Agent may execute the same on behalf of the Borrower. The
Borrower hereby appoints any successor Security Agent as its agent and
attorney-in- fact to act for it as provided in the preceding sentence.

Section 2.7 Treatment of Registered Holder, Payee or Indorsee
by Security Agent. The Security Agent may treat the registered holder of any
Registered Institutional Note or the payee or indorsee of any other promissory
note or other instrument evidencing a Secured Obligation as the absolute owner
thereof for all purposes and shall not be affected by any notice to the
contrary, whether such Registered Institutional Note, other promissory note or
other instrument shall be past due or not.

Section 2.8 Appointment of Separate or Co-Security Agent.
(a) The Security Agent may, and, upon the request of the Majority Lenders, the
Security Agent shall, by an instrument in writing delivered to the Borrower and
to each of the Secured Parties, appoint a bank or trust company or an
individual to act as separate security agent or co- security agent for any
purpose deemed by the Security Agent or the Majority Lenders to be advantageous
to their respective interests, such separate security agent or co-security
agent to exercise only such rights and to have only such duties as shall be
specified in the instrument of appointment. The Borrower agrees to pay the
reasonable fees, costs and expenses of any such separate security agent or
co-security agent as provided in Section 6.7 and, if requested by the Security
Agent, such separate security agent or co-security agent or the Majority
Lenders, the Borrower will enter into an amendment to this Agreement,
reasonably satisfactory in form and substance to the Security Agent, such
separate security agent or co-security agent and the Majority Lenders,
confirming the rights and duties of such separate security agent or co-security
agent. No separate security agent or co-security agent hereunder shall be
required to meet the terms of eligibility of a Security Agent under Section
2.10. The Security Agent may at any time accept the resignation of or remove
any separate security agent or co-security agent.

(b) Any separate security agent or co-security agent
hereunder shall, to the extent permitted by law, be appointed and act, and the
Security Agent shall act, subject to the following provisions and conditions:

(i) all powers, duties, obligations and rights conferred
upon the Security Agent in respect of the receipt, custody, investment
and payment of monies and in respect of the receipt and custody of the
other Collateral shall be exercised solely by the Security Agent;

(ii) all other rights, powers, duties and obligations
conferred or imposed upon the Security Agent shall be conferred or
imposed upon and exercised or performed by the Security Agent and such
separate security agent or co-security agent jointly, except to the
extent that under any law of any jurisdiction in which any particular
act or acts are to be performed, the Security Agent shall be
incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations shall be exercised and
performed by such separate security agent or co-security agent;

(iii) no power hereby given to any such separate security
agent or co-security agent shall be exercised hereunder by such
separate security agent or co-security agent except jointly with, or
with the consent of, the Security Agent; and

(iv) no security agent (including, subject to Section 2.3,
the Security Agent) shall be liable for any act or failure to act on
the part of any other security agent hereunder.

(c) The Majority Institutions or Majority Banks may, at any
time upon giving at least 30 days' prior written notice thereof to the
Borrower, the Security Agent and the separate security agent or co-security
agent, remove such separate security agent or co-security agent for cause;
provided that such separate security agent or co-security agent shall be
entitled to the fees, costs and expenses provided under Section 6.7 to the
extent incurred or arising, or relating to events occurring, before its
removal.

Section 2.9 Successor Security Agent by Merger,
Consolidation, Etc. Any corporation into which the Security Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Security Agent is a party, if eligible
as provided in Section 2.10, shall automatically succeed to all of the rights
and obligations of the Security Agent hereunder and with respect to the
Collateral, the Bond Transfer Accounts and the Greenhouse Reserve Account
without further action on the part of any of the parties hereto.

Section 2.10 Eligibility of Security Agent. The Security
Agent shall always be a bank or trust company in good standing, organized under
the laws of the United States of America or one of the States thereof or acting
through a branch or agency located in the United States and having capital,
surplus and undivided profits (as shown by its latest financial statement
published to its shareholders) aggregating at least $100,000,000, if there be
such a bank or trust company willing and able to accept such trust upon
reasonable and customary terms. In case at any time the Security Agent shall
cease to be eligible in accordance with the provisions of this Section 2.10,
the Security Agent shall resign immediately in the manner and with the effect
specified in Section 2.6.

ARTICLE III

Establishment of Accounts;
Grant of Security Interests
---------------------------

Section 3.1 Establishment of Accounts. (a) The Security
Agent shall establish the following accounts in the name of the Borrower, which
unless otherwise indicated herein, will be special, segregated and irrevocable
cash collateral accounts and designated:

(i) the Institutional Loan Proceeds Account;

(ii) the Construction Account;

(iii) the Project Control Account;

(iv) the Accrued Interest Account;

(v) the Insurance and Property Tax Account;

(vi) the Repair and Maintenance Account;

(vii) the Debt Service Reserve Account;

(viii) the Additional Collateral Account;

(ix) the Special Payment Account;

(x) the Final Completion Escrow Account;

(xi) the Greenhouse Reserve Account (such account shall not be a
cash collateral account);

(xii) the Distributions Account;

(xiii) the Series 1994A Bond Transfer Account (such account shall
not be a cash collateral account);

(xiv) the Series 1994B Bond Transfer Account (such account shall
not be a cash collateral account);

(xv) the Series 1995 Bond Transfer Account (such account shall
not be a cash collateral account);

(xvi) the Series 1996A Bond Transfer Account (such account shall
not be a cash collateral account); and

(xvii) the Series 1996B Bond Transfer Account (such account shall
not be a cash collateral account).

Within the Accrued Interest Account, the Security Agent shall establish a
segregated and irrevocable cash collateral bank accrued interest subaccount
(the "Bank Accrued Interest Subaccount") and a segregated and irrevocable cash
collateral institutional accrued interest subaccount (the "Institutional
Accrued Interest Subaccount"). Within the Special Payment Account, the
Security Agent shall establish a segregated and irrevocable cash collateral
restoration subaccount (the "Restoration Subaccount"), a segregated and
irrevocable cash collateral non-restoration subaccount (the "Non-Restoration
Subaccount"), a segregated and irrevocable cash collateral prepayment
subaccount (the "Prepayment Subaccount"), a segregated and irrevocable cash
collateral letter of credit subaccount (the "L/C Cash Collateral Subaccount"),
and a segregated and irrevocable cash collateral delay damages subaccount (the
"Delay Damages Subaccount").

(b) The Accounts shall be maintained by the Security
Agent at one of its offices located in New York, New York until the termination
of this Agreement. The Accounts (other than the Bond Transfer Accounts and the
Greenhouse Reserve Account) and all cash, cash equivalents, instruments,
investments and other securities on deposit therein shall, as provided in
Section 3.2, constitute collateral security for the payment by the Borrower of
the Secured Obligations and the performance by the Borrower of all of its
covenants, agreements and obligations to the Secured Parties under the Senior
Debt Agreements, and shall, subject to the provisions of this Agreement, be
subject to the exclusive dominion and control of the Security Agent. The
Security Agent shall have the sole and exclusive right to withdraw or order a
transfer of funds from the Accounts (which shall be in accordance with this
Agreement), and the Borrower hereby appoints the Security Agent as its true and
lawful attorney, with full power of substitution, for the purpose of making any
such withdrawal or ordering any such transfer of funds from any Account, which
appointment is coupled with an interest and is irrevocable. The Borrower shall
not have any rights or powers with respect to any amounts on deposit in the
Accounts or any part thereof except (i) as provided in Section 4.9, (ii) the
right to have such amounts applied in accordance with the provisions of this
Agreement and (iii) the right to receive amounts from the Distributions Account
in accordance with Section 5.8.

(c) The Security Agent agrees to accept all cash, cash
equivalents, instruments, investments and other securities to be delivered to
or held by the Security Agent pursuant to the terms of this Agreement and, from
such cash, cash equivalents, instruments, investments and other securities, to
make the releases and transfers contemplated by this Agreement as and when
required in accordance with the terms hereof. The Security Agent shall hold
and safeguard the Accounts (and the cash, cash equivalents, instruments,
investments and other securities on deposit therein) during the term of this
Agreement and shall treat the cash, cash equivalents, instruments, investments
and other securities in the Accounts (other than the Bond Transfer Accounts and
the Greenhouse Reserve Account) as pledged by the Borrower to the Security
Agent as agent of, and for the ratable benefit of, the Secured Parties in
accordance with the provisions hereof.

Section 3.2 Security Interests. (a) In order to secure the
payment of the Secured Obligations and the performance and observance by the
Borrower of all of its covenants, agreements and obligations to the Secured
Parties under the Senior Debt Agreements, the

Borrower hereby pledges and assigns to the Security Agent, and creates in favor
of the Security Agent:

(i) for the ratable benefit of the Secured Parties as
provided herein, a first lien on and security interest in and to all
of the Borrower's right, title and interest, whether now owned or
hereafter acquired and whether now existing or hereafter coming into
existence, in, to and under this Agreement and in and to the Security
Deposit Collateral (except as otherwise provided in clauses (ii) and
(iii) of this Section 3.2), and all proceeds thereof and substitutions
or replacements therefor;

(ii) for the ratable benefit of the Banks, a first lien
on and security interest in and to all of the Borrower's right, title
and interest, whether now existing or hereafter coming into existence,
in and to the Bank Accrued Interest Subaccount and all cash, cash
equivalents, instruments, investments and other securities on deposit
therein; and

(iii) for the ratable benefit of the Institutions, a
first lien on and security interest in and to all of the Borrower's
right, title and interest, whether now existing or hereafter coming
into existence, in and to the Institutional Accrued Interest
Subaccount and all cash, cash equivalents, instruments, investments
and other securities on deposit therein.

(b) The Borrower hereby confirms the pledges and
assignments to the Security Agent effected by, and the security interests in
favor of the Security Agent created by, this Agreement in and to the Security
Deposit Collateral and all proceeds thereof and substitutions or replacements
therefor.

ARTICLE IV

Deposits into Accounts; Investment
----------------------------------

Section 4.1 Construction Account. There shall be deposited
into the Construction Account:

(a) on the date of any Bank Project Loan all or a portion
of the proceeds of which are to be used to pay Project Costs (other
than funding the Repair and Maintenance Account, the Debt Service
Reserve Account, the Project Control Account or the Final Completion
Escrow Account on the Completion Date), all or such portion, as the
case may be, of the proceeds of such Bank Project Loan;

(b) on the date of any Equity Funding Loan all or a
portion of the proceeds of which are to be used to pay Project Costs,
all or such portion, as the case may be, of the proceeds of such
Equity Funding Loan; and

(c) on the applicable Equity Contribution Date under the
Southern Equity Contribution Agreement, the portion of the Increased
IDC Contribution Proceeds not constituting the Increased IDC
Prepayment Amount.

If, notwithstanding the foregoing, the Borrower shall receive any amounts
specified in clauses (a) through (c) above (collectively, the "Construction
Account Deposits"), it shall immediately deliver such amounts in the exact form
received (duly indorsed, if appropriate, in a manner satisfactory to the
Security Agent) to the Security Agent, and the Security Agent shall deposit
such amounts into the Construction Account. The Security Agent shall have the
right to receive all Construction Account Deposits directly from the Persons
owing the same. All such Construction Account Deposits received by or on
behalf of the Security Agent shall be deposited into the Construction Account.

Section 4.2 Institutional Loan Proceeds Account. There shall
be deposited into the Institutional Loan Proceeds Account, on the date of any
Institutional Loan, all of the proceeds of such Institutional Loan. If,
notwithstanding the foregoing, the Borrower shall receive any amounts specified
in the preceding sentence ("Institutional Loan Proceeds Account Deposits"), it
shall immediately deliver such amounts in the exact form received (duly
indorsed, if appropriate, in a manner satisfactory to the Security Agent) to
the Security Agent, and the Security Agent shall deposit such amounts into the
Institutional Loan Proceeds Account. The Security Agent shall have the right
to receive all Institutional Loan Proceeds Account Deposits directly from the
Persons owing the same. All such Institutional Loan Proceeds Account Deposits
received by or on behalf of the Security Agent shall be deposited into the
Institutional Loan Proceeds Account.

Section 4.3 Required Deposits on the Completion Date. On the
Completion Date, there shall be deposited into the Debt Service Reserve
Account, the Repair and Maintenance Account, the Project Control Account, the
Final Completion Escrow Account and the Distributions Account the portion of
the proceeds of the Bank Project Loans made on such date which is specified in
the Extension of Credit Request given with respect thereto as being applied for
such purpose. The Borrower hereby agrees that it shall request Bank Project
Loans to be made on the Completion Date (to the extent of the then unutilized
portion of the Total Bank Project Loan Commitments) in an aggregate principal
amount such that, after giving effect to all Bank Project Loans made on the
Completion Date, the amount on deposit in each of the Debt Service Reserve
Account, the Repair and Maintenance Account, the Project Control Account, the
Final Completion Escrow Account and the Distributions Account will be at least
equal to the Required Completion Date Reserve Deposits applicable to such
Account; and if the then unutilized portion of the Total Bank Project Loan
Commitments is insufficient to permit the Required Completion Date Reserved
Deposits to be made into each such Account in full, the proceeds of such Bank
Project Loans shall be applied first, for deposit into the Final Completion
Escrow Account, second, for deposit into the Project Control Account, third,
for deposit into the Repair and Maintenance Account, fourth, for deposit into
the Debt Service Reserve Account and fifth, for deposit into the Distributions
Account.

Section 4.4 Project Control Account. There shall be
deposited into the Project Control Account:

(a) all Project Revenues received by or on behalf of the
Borrower, other than Greenhouse Prepayment Proceeds and proceeds of
any Greenhouse Reserve Replenishment Rent;

(b) all Business Interruption Insurance Proceeds; and

(c) the proceeds of all payments received by the Borrower
pursuant to any Interest Rate Hedging Agreement (net of any payment in
respect of Swap Obligations payable by the Borrower under such
Interest Rate Hedging Agreement on such date).

If, notwithstanding the foregoing, the Borrower shall receive any amounts
specified in clauses (a) through (c) above (collectively, the "Project Control
Account Deposits"), it shall immediately deliver such amounts in the exact form
received (duly indorsed, if appropriate, in a manner satisfactory to the
Security Agent) to the Security Agent, and the Security Agent shall deposit
such proceeds into the Project Control Account. The Security Agent shall have
the right to receive all Project Control Account Deposits directly from the
Persons owing the same. All such Project Control Account Deposits received by
or on behalf of the Security Agent shall be deposited into the Project Control
Account.

Section 4.5 Special Payment Account. There shall be
deposited into the Special Payment Account:

(a) all Casualty Insurance Proceeds;

(b) all Requisition Proceeds;

(d) all Delay Damages Proceeds;

(e) the portion of the Increased IDC Contribution
Proceeds constituting the Increased IDC Prepayment
Amount;

(f) all Greenhouse Prepayment Proceeds;

(g) all L/C Cash Collateral Proceeds;

(h) all Equity Contribution Proceeds (other than the
Increased IDC Contribution Proceeds); and

(i) all Virginia Power Purchase Proceeds.

Of the amounts specified in clauses (a) through (i) above (collectively, the
"Special Payment Account Deposits"), (i) all Casualty Insurance Proceeds
received in connection with a Damage Event, and all Requisition Proceeds
received following a Damage Event which is not a Non-Restoration Event, shall
be deposited in the Restoration Subaccount, (ii) all Requisition Proceeds
received in connection with a Damage Event which is a Non-Restoration Event
shall be deposited in the Non-Restoration Subaccount, (iii) all L/C Cash
Collateral Proceeds shall be deposited in the L/C Cash Collateral Subaccount,
(iv) all Delay Damages Proceeds shall be deposited into the Delay Damages
Subaccount, and (v) all other Special Payment Account Deposits shall be
deposited in the Prepayment Subaccount. If, notwithstanding the foregoing, the
Borrower shall

receive any amounts in respect of Special Payment Account Deposits, it shall
immediately deliver such amounts in the exact form received (duly indorsed, if
appropriate, in a manner satisfactory to the Security Agent) to the Security
Agent, and the Security Agent shall deposit such amounts into the Restoration
Subaccount, the Non-Restoration Subaccount, the L/C Cash Collateral Subaccount,
the Prepayment Subaccount or the Delay Damages Subaccount, as the case may be,
of the Special Payment Account. The Security Agent shall have the right to
receive all Special Payment Account Deposits directly from the Persons owing
the same. All such Special Payment Account Deposits received by or on behalf
of the Security Agent shall be deposited into the Restoration Subaccount, the
Non-Restoration Subaccount, the L/C Cash Collateral Subaccount, the Delay
Damages Subaccount or the Prepayment Subaccount, as the case may be, of the
Special Payment Account.

Section 4.6 Greenhouse Reserve Account. There shall be
deposited into the Greenhouse Reserve Account all proceeds of any Greenhouse
Reserve Replenishment Rent and credited to the Greenhouse Reserve Account the
face amount of any Greenhouse Letter of Credit. If, notwithstanding the
foregoing, the Borrower shall receive any proceeds of any Greenhouse Reserve
Replenishment Rent (the "Greenhouse Reserve Account Cash Deposits"), it shall
immediately deliver such amounts in the exact form received (duly indorsed, if
appropriate, in a manner satisfactory to the Security Agent) to the Security
Agent, and the Security Agent shall deposit such proceeds into the Greenhouse
Reserve Account. The Security Agent shall have the right to receive all
Greenhouse Reserve Account Cash Deposits directly from the Persons owing the
same. All such Greenhouse Reserve Account Cash Deposits received by or on
behalf of the Security Agent shall be deposited into the Greenhouse Reserve
Account.

Section 4.7 Bond Transfer Accounts. With respect to each
Series of Bonds, there shall be deposited into the relevant Bond Transfer
Account all amounts received by the Security Agent from the relevant Bond
Trustee pursuant to a Bond Construction Fund Requisition relating to such
series. With respect to each Monthly Construction Disbursement Date on which
transfers are to be made, pursuant to Section 5.2 hereof from any Construction
Fund corresponding to any series of Bonds, the Borrower agrees to provide, at
least 10 Business Days prior thereto, to the Administrative Agent and the
Security Agent a copy of each Bond Construction Fund Requisition relating to
such series. No such amount shall be so accepted for deposit except on a
Monthly Construction Disbursement Date on which the Security Agent will make
transfers from the Construction Account pursuant to Section 5.2 hereof.

Section 4.8 Deposit Irrevocable. Any deposit made into the
Accounts hereunder (except through clerical or other manifest error) shall be
irrevocable and all cash, cash equivalents, instruments, investments and other
securities on deposit in the Accounts (other than the Bond Transfer Accounts
and the Greenhouse Reserve Account) shall be held in pledge by the Security
Agent and applied solely as provided herein.

Section 4.9 Statements of Amounts Held in Accounts. No later
than 15 days after each Quarterly Calculation Date, the Security Agent will
provide to the Borrower and, at the request of any Secured Party, to such
Secured Party, a statement of the amounts held in each of the Accounts.

Section 4.10 Investment. (a) Cash on deposit in the
Accounts (other than the Bond Transfer Accounts and the Construction Account)
shall be invested and reinvested in Permitted Investments by the Security
Agent, who shall make such Permitted Investments (i) except during a Default
Period, at the written direction of the Borrower, and (ii) during a Default
Period, in Permitted Investments selected by the Security Agent or, if specific
investment instructions are given to the Security Agent by the Required Secured
Parties, in accordance with such instructions. The Security Agent shall not
have any liability to the Borrower or any Secured Party resulting from any
losses on investments made by it in Permitted Investments in accordance with
this Section 4.10(a) or if the earnings realized on any investment in Permitted
Investments are less than otherwise could have been achieved had other
Permitted Investments been selected. The Security Agent shall sell or
liquidate all or any part of the Permitted Investments held in any Account at
any time it determines, in its sole judgment, that the proceeds thereof are
required to make a release from any Account or any transfer between Accounts
pursuant to Article V, and the Security Agent shall not be liable to any Person
for any loss suffered because of such sale or liquidation.

(b) All investments in Permitted Investments made by the
Security Agent, and the net proceeds of the sale, liquidation or payment
thereof, and all interest on, or other earnings realized with respect to, any
investment in any Account, shall be held in the same Account and for the same
purposes as the cash used to purchase such Permitted Investments.

ARTICLE V

Transfers From Accounts
-----------------------

Section 5.1 Institutional Loan Proceeds Account. (a) Except
during a Default Period, on any Monthly Construction Disbursement Date on which
Institutional Loans are borrowed under the Project Loan Agreement and deposited
into the Institutional Loan Proceeds Account, if the Extension of Credit
Request received by the Security Agent with respect to such borrowing specifies
that all or a portion of the proceeds of such Institutional Loans are to be
applied to pay Project Costs, or prepay Bank Loans and/or Equity Funding Loans,
the Security Agent shall, on such Monthly Construction Disbursement Date,
subject to the satisfaction of the conditions set forth in Section 9.2 of the
Project Loan Agreement, transfer from the Institutional Loan Proceeds Account
to the Construction Account, the amount specified in such Extension of Credit
Request to be applied to the payment of Project Costs or the prepayment of Bank
Loans and/or Equity Funding Loans, as the case may be. Any portion of
Institutional Loans deposited into the Institutional Loan Proceeds Account on a
Monthly Construction Disbursement Date which is not transferred from the
Institutional Loan Proceeds Account on such date in accordance with this
paragraph (a) shall be retained in the Institutional Loan Proceeds Account
pending further application in accordance with paragraph (b) or (c) below or,
during a Default Period, Section 5.15.

(b) Except during a Default Period, on any Monthly
Construction Disbursement Date, if the Security Agent receives from the
Borrower a Disbursement Request at least 10 Business Days prior thereto
specifying that all or a portion of the funds on deposit in the Institutional
Loan Proceeds Account are to be applied to pay Project Costs, or to prepay Bank

Loans and/or Equity Funding Loans, the Security Agent shall, on such Monthly
Construction Disbursement Date, subject to the satisfaction of the conditions
set forth in Section 9.2 (other than paragraphs (e) and (i) through (k)) of the
Project Loan Agreement (regardless of whether a Loan was made on such date),
transfer from the funds then on deposit in the Institutional Loan Proceeds
Account to the Construction Account, the amount specified in such Disbursement
Request.

(c) Except during a Default Period, on the Completion Date,
after the transfer from the Institutional Loan Proceeds Account of the amounts
specified in paragraphs (a) and (b) above on such date, if any, the Security
Agent shall transfer the remainder of the funds on deposit in the Institutional
Loan Proceeds Account to the Debt Service Reserve Account.

Section 5.2 Construction Account; Bond Transfer Accounts.
(a) Except during a Default Period, (i) on each Borrowing Date under the
Project Loan Agreement, upon the deposit into the Construction Account of the
proceeds of the Bank Project Loans requested to be made on such date, (ii) on
each Monthly Construction Disbursement Date, upon the deposit into the
Construction Account of amounts on deposit in the Institutional Loan Proceeds
Account pursuant to Section 5.1 and (iii) on each Equity Funding Loan Borrowing
Date under the Equity Funding Loan Agreement, upon the deposit into the
Construction Account of the proceeds of the Equity Funding Loans requested to
be made on such date, the Security Agent shall make the following transfers
from the Construction Account:

(A) the portion of the proceeds of the Bank Project Loans
or Institutional Loans, Institutional Loan Proceeds Account Deposits
and Equity Funding Loans which is specified in the Extension of Credit
Request, Disbursement Request or Equity Funding Loan Borrowing
Certificate, as the case may be, given with respect thereto as being
for the purpose of paying Project Costs (including without limitation
interest and fees on the Loans, Bonds or Equity Funding Loans or Swap
Obligations then due and payable, but excluding the Contingent
Distribution), shall be transferred to the Persons specified in such
Extension of Credit Request, Disbursement Request or Equity Funding
Loan Borrowing Certificate, as the case may be, in the respective
amounts specified therein to be the amount of Project Costs then due
and payable to each such Person;

(B) the portion of the proceeds of the Equity Funding
Loans made prior to the Completion Date, or the Institutional Loan
Proceeds Account Deposits, which is specified in the Equity Funding
Loan Borrowing Certificate, Extension of Credit Request or
Disbursement Request, as the case may be, given with respect thereto
as being for the purpose of prepaying Bank Loans, shall be transferred
to the Administrative Agent for application in accordance with Section
7.4 of the Project Loan Agreement; and

(C) the portion of the proceeds of the Bank Project Loans
made on the Completion Date, or the Institutional Loan Proceeds
Account Deposit, which is specified in the Extension of Credit Request
or Disbursement Request, as the case may be, given with respect
thereto as being for the purpose of prepaying or repaying Equity
Funding Loans shall be transferred to the Equity Funding Loan Agent
for application in accordance with the Equity Funding Loan Agreement.

Any portion of the proceeds of Bank Project Loans or Equity Funding Loans
deposited in the Construction Account on a Borrowing Date or an Equity Funding
Loan Borrowing Date, as the case may be, which is not transferred from the
Construction Account on such date (the "Excess Construction Account Deposits")
in accordance with clause (A), (B) or (C) above, shall be retained in the
Construction Account pending further application in accordance with paragraph
(b) or (c) below or, during a Default Period, Section 5.15.

(b) Except during a Default Period, on any Monthly
Construction Disbursement Date, if the Security Agent receives from the
Borrower a Disbursement Request at least 10 Business Days prior thereto
specifying that all or a portion of the Excess Construction Account Deposits
are required to pay Project Costs, the Security Agent shall, on such Monthly
Construction Disbursement Date, subject to the satisfaction of the conditions
set forth in Section 9.2 (other than paragraphs (e) and (i) through (k)) of the
Project Loan Agreement (regardless of whether a Loan was made on such date),
transfer from the Excess Construction Account Deposits then on deposit in the
Construction Account to the Persons specified in such Disbursement Request, the
amount specified in such Disbursement Request to be the amount of Project Costs
then due and payable to such Persons.

(c) Except during a Default Period, on the Equity
Contribution Date on which the Contingent Increased IDC Contribution, if any,
shall be made by Southern under the Southern Equity Contribution Agreement or
on any Monthly Construction Disbursement Date occurring thereafter, if the
Security Agent receives from the Borrower a Disbursement Request at least 10
Business Days prior thereto specifying that all or a portion of the Increased
IDC Contribution Proceeds not constituting the Increased IDC Prepayment Amount
which are deposited into the Construction Account are required to pay Project
Costs, the Security Agent shall, on such Equity Contribution Date or such
Monthly Construction Disbursement Date, as the case may be, subject to the
satisfaction of the conditions set forth in Section 9.2 (other than paragraphs
(e) and (i) through (k)) of the Project Loan Agreement (regardless of whether a
Loan was made on such date), transfer such Increased IDC Contribution Proceeds
then on deposit in the Construction Account to the Persons specified in such
Disbursement Request, the amount specified in such Disbursement Request to be
the amount of Project Costs then due and payable to such Persons.

(d) Except during a Default Period, on the Completion
Date, after the transfer from the Construction Account of the amounts specified
in paragraphs (a), (b) and (c) above on such date, the Security Agent shall
transfer the remainder of the funds on deposit in the Construction Account to
the Debt Service Reserve Account.

(e) (i) Except during a Default Period, on any Monthly
Construction Disbursement Date, if the Security Agent received from the
Borrower any Bond Construction Fund Requisition at least 10 Business Days prior
thereto, the Security Agent shall, on such Monthly Construction Disbursement
Date, transfer out of funds on deposit in the relevant Bond Transfer Account to
the Persons specified in such Bond Construction Fund Requisition, the amounts
specified therein to pay the Project Costs specified therein.

(ii) No Bond Transfer Account shall contain any overnight
balance, and any surplus funds remaining in any Bond Transfer Account
at the end of any Business Day

shall be transferred by the Security Agent to the relevant Bond
Trustee for deposit into the relevant Construction Fund.

Section 5.3 Project Control Account. (a) Except during a
Default Period, on each Disbursement Date after the Commercial Operations Date,
the Security Agent shall transfer from the Project Control Account the
following amounts in the following order of priority:

first, if such Disbursement Date is a Monthly Operating
Disbursement Date, to the Security Agent and the Administrative Agent
for any unpaid fees, costs and expenses then due and payable to it as
Security Agent;

second, if such Disbursement Date is a Monthly Operating
Disbursement Date, to the Borrower for the payment of the Cash
Operating Costs due and payable during the succeeding calendar month
(excluding the Basic Monthly O&M Fee, the Annual O&M Bonus, Major
Maintenance Expenses, amounts to be deposited in the Repair and
Maintenance Account and insurance premiums and property taxes to the
extent paid with the proceeds of any amounts on deposit in the
Insurance and Property Tax Reserve Account), the amount specified in
the Request Letter delivered with respect to such Monthly Operating
Disbursement Date in accordance with Section 5.13; provided that if
the amount of Cash Operating Costs for such succeeding calendar month
exceeds the amount of budgeted Cash Operating Costs for such calendar
month specified in the relevant Operating Budget by more than 10%, in
each case exclusive of Major Maintenance Expenses, amounts to be
deposited in the Repair and Maintenance Account, the cost (including
transportation cost) of Coal, limestone and ammonia and ash disposal
costs, such excess Cash Operating Costs shall be disbursed to the
Borrower pursuant to this clause only with the prior consent of the
Administrative Agent, which consent shall not be unreasonably
withheld;

third, if such Disbursement Date is a Monthly Operating
Disbursement Date, into the Insurance and Property Tax Reserve
Account, an amount equal to 1/12th of any insurance premiums and
property taxes payable on or within twelve months following such
Monthly Operating Disbursement Date, together with the amount of all
deficiencies, if any, with respect to deposits required during all
prior months with respect to insurance premiums and property taxes;

fourth, if such Disbursement Date is a Scheduled Senior Debt
Service Payment Date, ratably, (i) if interest is due and payable on
any Bank Loan on such date under the Project Loan Agreement, to the
Administrative Agent, an amount equal to the sum of (x) the excess of
(A) the accrued interest on such Bank Loan then due and payable over
(B) any amounts transferred from the Bank Accrued Interest Subaccount
to the Administrative Agent pursuant to Section 5.10(a) on such
Scheduled Senior Debt Service Payment Date in respect of such Bank
Loan and (y) any letter of credit fee then due and payable pursuant to
Section 7.1(d) of the Project Loan Agreement, (ii) if interest is due
and payable on any Institutional Note on such date under the Project
Loan Agreement, to the holder of such Institutional Note, an amount
equal to the excess of (x) the accrued interest on such Institutional
Note then due and payable over (y) any amounts transferred from the
Institutional Accrued Interest Subaccount to such holder pursuant to
Section

5.10(b) on such Scheduled Senior Debt Service Payment Date in respect
of such Institutional Note, (iii) if interest is due and payable on
any Bonds on such date under the relevant Bond Indenture, (x) to the
Issuing Bank, an amount equal to the accrued interest on the Bonds
which was paid on such date through a drawing on a Bond Letter of
Credit, and (y) to the Bond Trustee party to such Bond Indenture, an
amount equal to the accrued interest on the Bonds then due and payable
which was not paid on such date through a drawing on a Bond Letter of
Credit, and (iv) into the Bank Accrued Interest Subaccount, the Bank
Accrued Interest Amount calculated as of such date and into the
Institutional Accrued Interest Subaccount, the Institutional Accrued
Interest Amount calculated as of such date;

fifth, if such Disbursement Date is a Scheduled Senior Debt
Service Payment Date, ratably, (i) to the Administrative Agent, an
amount equal to the installment of principal, if any, of the Bank
Loans payable on such date pursuant to Section 3.4 of the Project Loan
Agreement, (ii) to each holder of an Institutional Note, an amount
equal to the installment of principal, if any, of such Institutional
Note payable on such date pursuant to Section 4.4 of the Project Loan
Agreement, (iii) to the Bond Trustee, an amount equal to the
installment of principal, if any, of any Bonds payable on such date
pursuant to the relevant Bond Indenture which was not paid on such
date through a drawing on a Bond Letter of Credit, (iv) to the Issuing
Bank, an amount equal to the installment of principal, if any, of any
Bonds payable on such date pursuant to the relevant Bond Indenture
which was paid on such date through a drawing on a Bond Letter of
Credit, the Bond Reimbursement Obligation with respect to which was
not financed with Bank L/C Loans or Bank Equity Loans, and (v) to each
Secured Counterparty, the amount of the Swap Obligations specified in
clause (a) of the definition thereof payable on such date under each
Interest Rate Hedging Agreement to which such Secured Counterparty is
a party;

sixth, if such Disbursement Date is a Scheduled Senior Debt
Service Payment Date, ratably, (i) to the Administrative Agent, an
amount equal to the fees, funding indemnities and other amounts, if
any, then due and payable to the Banks and the Issuing Bank under the
Project Loan Agreement (other than those payable pursuant to clause
fourth above), (ii) to each Institution, an amount equal to the fees
and other amounts, if any, then due and payable to such Institution
under the Project Loan Agreement, (iii) with respect to each issuance
of Bonds, to the Bond Trustee in respect thereof, an amount equal to
the fees and other amounts, if any, then due and payable to such Bond
Trustee and the holders of such Bonds under the relevant Bond
Indenture, and (iv) to each Secured Counterparty, the amount of the
Swap Obligations specified in clause (b) of the definition thereof
payable on such date under each Interest Rate Hedging Agreement to
which such Secured Counterparty is a party;

seventh, if such Disbursement Date is a Quarterly Distribution
Date, into the Repair and Maintenance Account, the sum of (x) an
amount sufficient to cause the amounts on deposit in the Repair and
Maintenance Account to be equal to the Required Repair and Maintenance
Reserve Amount for such date plus (y) if requested by the Borrower in
a Request Letter delivered with respect to such Quarterly Distribution
Date, an amount, not to exceed 10% (when aggregated with other amounts
deposited into the Repair and Maintenance Reserve in such calendar
year pursuant to this clause (y)) of the

Required Repair and Maintenance Reserve Amount in such calendar year,
necessary for the payment of Major Maintenance Expenses during such
calendar year in accordance with Section 5.4;

eighth, if such Disbursement Date is a Quarterly Distribution
Date, to the Facility Operator, an amount sufficient to pay the Basic
Monthly O&M Fee and/or the Annual O&M Bonus then due and payable under
the Operating and Maintenance Agreement, together with any unpaid
amounts of the Basic Monthly O&M Fee and the Annual O&M Bonus
(excluding interest thereon) which was payable to the Facility
Operator on a prior Quarterly Distribution Date;

ninth, if such Disbursement Date is a Quarterly Distribution
Date, into the Debt Service Reserve Account, an amount equal to the
lesser of (i) the amount which will cause the sum of (x) the amount of
cash and Permitted Investments on deposit in the Debt Service Reserve
Account and (y) the aggregate amount then available to be drawn under
Debt Service Letters of Credit, if any, to be equal to the Required
Debt Service Reserve Amount as of such date and (ii) the Maximum Debt
Service Reserve Deposit Amount; provided that the Borrower may, on any
Quarterly Distribution Date, establish one or more Debt Service
Letters of Credit or increase the amount then available to be drawn
under existing Debt Service Letters of Credit, and the amount of funds
required to be deposited into the Debt Service Reserve Account
pursuant to this clause ninth on such Quarterly Distribution Date
shall be reduced by the aggregate stated amount of such newly
established Debt Service Letters of Credit or the aggregate amount of
such increase in the amount then available to be drawn under any
existing Debt Service Letters of Credit, as the case may be;

tenth, if such Disbursement Date is both a Quarterly
Distribution Date and a Cash Trap Date, into the Additional Collateral
Account, an amount equal to the amount by which the remainder of funds
on deposit in the Project Control Account on such date (excluding an
amount equal to the Post-Quarterly Calculation Date Deposits) exceeds
the Required Project Control Reserve Amount;

eleventh, if such Disbursement Date is a Quarterly
Distribution Date, to the Facility Operator, an amount equal to any
interest payable to the Facility Operator pursuant to Section 6.7 of
the Operating and Maintenance Agreement following the non-payment or
partial payment of the Basic Monthly O&M Fee and/or the Annual O&M
Bonus on a prior Quarterly Distribution Date; and

twelfth, if such Disbursement Date is a Quarterly Distribution
Date occurring on or after the Initial Repayment Date and is not a
Cash Trap Date, into the Distributions Account, an amount equal to the
amount by which the remainder of funds on deposit in the Project
Control Account on such date (excluding an amount equal to the
Post-Quarterly Calculation Date Deposits) exceeds the Required Project
Control Reserve Amount;

provided that (i) if such Disbursement Date is a Special Senior Debt Prepayment
Date, all transfers required to be made pursuant to Section 5.3(c) shall be
made immediately after the

transfers required by clause third and prior to the making of the transfers
required by clause fourth of this Section 5.3(a) on such date, and (ii) if such
Disbursement Date is an L/C Reimbursement Date, all transfers required to be
made pursuant to Section 5.3(d) shall be made ratably with the transfers
required by clause fifth of this Section 5.3(a) on such date. Any amount not
transferred to another Account on any Disbursement Date shall be retained in
the Project Control Account pending further application pursuant to this
Agreement.

(b) Except during a Default Period, on any Special Senior
Debt Prepayment Date on which there shall be insufficient funds in the
Prepayment Subaccount of the Special Payment Account and in the Additional
Collateral Account and Debt Service Reserve Account to make all of the
transfers required by Section 5.7(c) in connection with a mandatory prepayment
of Bank Loans and/or Institutional Loans pursuant to Section 7.3 of the Project
Loan Agreement, the Security Agent shall, on such Special Senior Debt
Prepayment Date, transfer from the Project Control Account to the Persons
specified in Section 5.7(c), after making the transfers required to be made
pursuant to clause third of Section 5.3(a), an amount equal to the amounts then
due and payable to such Persons pursuant to said Section 5.7(c) (after giving
effect to the transfers by the Security Agent from the Prepayment Subaccount,
the Additional Collateral Account and the Debt Service Reserve Account of all
funds on deposit therein in accordance with Sections 5.7(c), 5.5(c) and 5.6(b),
respectively).

(c) Except during a Default Period, on any L/C Reimbursement
Date on which there shall be insufficient funds in the L/C Cash Collateral
Subaccount of the Special Payment Account and in the Additional Collateral
Account and Debt Service Reserve Account to make all of the transfers required
by Section 5.7(d), the Security Agent shall, on such L/C Reimbursement Date,
transfer from the Project Control Account to the Persons specified in Section
5.7(d), ratably with the transfers required by clause fifth of Section 5.3(a),
an amount equal to the amounts then due and payable to such Persons pursuant to
said Section 5.7(d) (after giving effect to the transfers by the Security Agent
from the L/C Cash Collateral Subaccount, the Additional Collateral Account and
the Debt Service Reserve Account of all funds on deposit therein in accordance
with Sections 5.7(d), 5.5(c) and 5.6(b), respectively).

Section 5.4 Repair and Maintenance Account. Except during a
Default Period, on any Monthly Operating Disbursement Date on which a transfer
from the Repair and Maintenance Account is requested by the Borrower, upon
receipt of a Request Letter specifying the amount requested to be transferred
from the Repair and Maintenance Account and the items for which such amount is
to be paid, and certifying that the payments to be made with such amount
constitute payments of Major Maintenance Expenses, the Security Agent shall
transfer from the Repair and Maintenance Account to the Persons specified in
such Request Letter the amount of Major Maintenance Expenses specified in such
Request Letter to be then due and payable; provided that the Security Agent
shall have received written confirmation from the Independent Engineer that, in
its reasonable judgment, such payments to be made constitute payments of Major
Maintenance Expenses.

Section 5.5 Additional Collateral Account.

(a) Scheduled Senior Debt Service Payment Date. Except
during a Default Period, on any Scheduled Senior Debt Service Payment Date on
which there shall be insufficient

funds in the Project Control Account and the Delay Damages Subaccount of the
Special Payment Account to make all of the transfers required pursuant to
clauses fourth through sixth of Section 5.3(a), the Security Agent shall, on
such Scheduled Senior Debt Service Payment Date, transfer from the Additional
Collateral Account to the Persons or into the Accounts, as the case may be,
specified in such clauses fourth through sixth of Section 5.3(a), in the order
of priority set forth therein, the amounts then due and payable to such Persons
or into such Accounts pursuant to such clauses (after giving effect to
transfers by the Security Agent from the Project Control Account and the Delay
Damages Subaccount of the Special Payment Account on such Scheduled Senior Debt
Service Payment Date of all funds on deposit therein in accordance with
Sections 5.3(a) and 5.7(e)).

(b) Optional Loan Prepayments. Except during a Default
Period, on any Special Senior Debt Prepayment Date on which, after the
Completion Date, the Borrower shall elect to make an optional prepayment of the
Bank Loans and/or Institutional Loans in accordance with Section 7.4 of the
Project Loan Agreement, the Security Agent shall, upon receipt of a Request
Letter from the Borrower, transfer from the Additional Collateral Account,
ratably, (i) to the Administrative Agent, the aggregate amount of principal of
and interest on the Bank Loans payable to the Banks pursuant to Section 7.4 of
the Project Loan Agreement on such date, together with all fees, funding
indemnities and other amounts payable to the Administrative Agent and the Banks
under Section 7.4 of the Project Loan Agreement in connection with such
prepayment, and (ii) to each holder of an Institutional Note, the aggregate
amount of principal of and interest on such Institutional Note payable pursuant
to Section 7.4 of the Project Loan Agreement on such date to such holder,
together with all fees, any Make-Whole Premium, Modified Make-Whole Premium and
other amounts payable to such holder under Section 7.4 of the Project Loan
Agreement in connection with such prepayment.

(c) Mandatory Loan Prepayments; L/C Reimbursements.
Except during a Default Period, on each Special Senior Debt Prepayment Date
with respect to a mandatory prepayment of Bank Loans and/or Institutional Loans
pursuant to Section 7.3 of the Project Loan Agreement, and on each L/C
Reimbursement Date, on which there shall be insufficient funds in the
Prepayment Subaccount or the L/C Cash Collateral Subaccount, as the case may
be, of the Special Payment Account to make all of the transfers required
pursuant to Section 5.7(c) or 5.7(d), as the case may be, the Security Agent
shall, on such date, transfer from the Additional Collateral Account to the
Persons specified in Section 5.7(c) or 5.7(d), as the case may be, the amounts
then due and payable to such Persons pursuant thereto (after giving effect to
transfers by the Security Agent from the Prepayment Subaccount or the L/C Cash
Collateral Subaccount, as the case may be, on such date of all funds on deposit
therein in accordance with Sections 5.7(c) or 5.7(d), as the case may be).

(d) Cash Release Date. Except during a Default Period,
on any Quarterly Distribution Date which is a Cash Release Date, the Security
Agent shall, on such date, transfer from the Additional Collateral Account to
the Distributions Account all funds, if any, on deposit in the Additional
Collateral Account (after giving effect to any transfers by the Security Agent
from the Additional Collateral Account pursuant to paragraphs (a), (b) and (c)
of this Section 5.5 on such date).

Section 5.6 Debt Service Reserve Account.
-----------------------------

(a) Scheduled Senior Debt Service Payment Date. Except
during a Default Period, on any Scheduled Senior Debt Service Payment Date on
which there shall be insufficient funds in the Project Control Account, the
Delay Damages Subaccount and the Additional Collateral Account to make all of
the transfers required pursuant to clauses fourth through sixth of Section
5.3(a), the Security Agent shall, on such Scheduled Senior Debt Service Payment
Date, transfer from the Debt Service Reserve Account to the Persons or into the
Accounts, as the case may be, specified in such clauses fourth through sixth of
Section 5.3(a), in the order of priority set forth therein, the amounts then
due and payable to such Persons and into such Accounts pursuant to such clauses
(after giving effect to transfers by the Security Agent from the Project
Control Account, the Delay Damages Subaccount and the Additional Collateral
Account on such Scheduled Senior Debt Service Payment Date of all funds on
deposit therein in accordance with Sections 5.3(a), 5.7(e) and 5.5(a),
respectively).

(b) Mandatory Loan Prepayments; L/C Reimbursements.
Except during a Default Period, on each Special Senior Debt Prepayment Date
with respect to a mandatory prepayment of Bank Loans and/or Institutional Loans
pursuant to Section 7.3 of the Project Loan Agreement, and on each L/C
Reimbursement Date, on which there shall be insufficient funds in the
Prepayment Subaccount or the L/C Cash Collateral Subaccount, as the case may
be, of the Special Payment Account and in the Additional Collateral Account to
make all of the transfers required pursuant to Section 5.7(c) or 5.7(d), as the
case may be, the Security Agent shall, on such date, transfer from the Debt
Service Reserve Account to the Persons specified in Section 5.7(c) or 5.7(d),
as the case may be, the amounts then due and payable to such Persons pursuant
thereto (after giving effect to transfers by the Security Agent from the
Prepayment Subaccount or the L/C Cash Collateral Subaccount, as the case may
be, and from the Additional Collateral Account on such date of all funds on
deposit therein in accordance with Sections 5.7(c) or 5.7(d), as the case may
be, and Section 5.5(c)).

(c) Excess Reserve Deposits. Except during a Default
Period, on any Quarterly Distribution Date on which the funds on deposit in the
Debt Service Reserve Account (after giving effect to transfers by the Security
Agent from the Debt Service Reserve Account, if any, on such date pursuant to
this Section 5.6) exceed the Required Debt Service Reserve Amount as of such
date, the Security Agent shall, on such date, transfer from the Debt Service
Reserve Account to the Project Control Account an amount equal to such excess.

Section 5.7 Special Payment Account.
------------------------
(a) Restoration Subaccount. Except during a Default Period,
if the Security Agent shall receive a Request Letter requesting payment for
Restorations with respect to a Damage Event which is not a Non-Restoration
Event (provided that no more than one Request Letter may be delivered pursuant
to this Section 5.7(a) in any calendar month), the Security Agent shall
transfer from the Restoration Subaccount of the Special Payment Account to or
as directed by the Borrower, the amount certified in such Request Letter to be
then due and payable in respect of such Restorations. Each Request Letter
delivered pursuant to this Section 5.7(a) regarding Restorations with respect
to a Damage Event shall be accompanied by (i) a certificate of a Responsible
Officer of the Borrower (A) describing in reasonable detail the work done and
materials purchased with respect to such Restorations, (B) stating the amount
requested to be transferred to or upon the order of the Borrower for such
Restorations, that such amount is

requested to reimburse the Borrower for, or to pay, the cost of such
Restorations and that such amount, together with amounts remaining in the
Restoration Subaccount for such purpose, are sufficient to pay in full the cost
of such Restorations, (C) stating that no mechanic's or materialmen's liens
have been filed and remain undischarged, except those to be discharged with the
amount then requested to be transferred from the Restoration Subaccount and
those which have been insured over by the Title Company without indemnification
by the Borrower, and (D) stating that no Event of Default has occurred and is
continuing, and (ii) if the aggregate amount to be paid for Restorations with
respect to such Damage Event exceeds $1,000,000, a certificate of the
Independent Engineer stating that (A) the amount requested by the Borrower in
such Request Letter is being used to reimburse the Borrower for, or to pay, the
cost of Restorations and (B) the amount requested in the Request Letter,
together with amounts on deposit in the Restorations Subaccount which are
available for such purpose, are sufficient to pay in full the costs of such
Restorations. With respect to each Damage Event which is not a Non-Restoration
Event, promptly following the completion of Restorations with respect to such
Damage Event (and the receipt by the Security Agent of a certificate from a
Responsible Officer of the Borrower and the Independent Engineer to such
effect), except during a Default Period, the Security Agent shall promptly
transfer all remaining funds on deposit in the Restoration Subaccount with
respect to such Damage Event to the Project Control Account.

(b) Non-Restoration Subaccount. Except during a Default
Period, on any Business Day on which the Security Agent shall deposit
Requisition Proceeds into the Non-Restoration Subaccount of the Special Payment
Account, (i) if the amount of such Requisition Proceeds, together with the
aggregate amount of Requisition Proceeds previously deposited into the
Non-Restoration Subaccount (whether or not such amounts remain on deposit
therein), is less than $2,000,000, the Security Agent shall transfer such
Requisition Proceeds from the Non-Restoration Subaccount to the Project Control
Account, or (ii) if the amount of such Requisition Proceeds, together with the
aggregate amount of such previously deposited Requisition Proceeds, is
$2,000,000 or more, the Security Agent shall transfer such Requisition Proceeds
from the Non-Restoration Subaccount to the Prepayment Subaccount, for
application to the prepayment of Bank Loans and/or Institutional Loans pursuant
to Section 7.3(g) of the Project Loan Agreement.

(c) Mandatory Loan Prepayments. Except during a Default
Period, on any Special Senior Debt Prepayment Date on which all or a portion of
the Loans are required to be prepaid pursuant to Section 7.3 of the Project
Loan Agreement or all or a portion of the Bonds are required to be prepaid
pursuant to the Bond Indenture pursuant to which such Bonds were issued, the
Security Agent shall transfer from the Prepayment Subaccount of the Special
Payment Account the following amounts in the following order of priority:

first, ratably, (i) to the Administrative Agent, the aggregate
amount of principal of and interest on the Bank Loans payable to the
Banks pursuant to the relevant paragraph of Section 7.3 of the Project
Loan Agreement, (ii) to each holder of an Institutional Note, the
aggregate amount of principal of and interest on such Institutional
Note payable pursuant to the relevant paragraph of Section 7.3 of the
Project Loan Agreement, (iii) to each Bond Trustee, the aggregate
amount of principal of and interest, if any, on the Bonds issued
pursuant to the Bond Indenture to which such Bond Trustee is a party
which is payable pursuant to such Bond Indenture on such Special
Senior Debt Prepayment Date and which was not paid through a drawing
on a Bond Letter of Credit, (iv) to the Issuing

Bank, the aggregate amount of principal of and interest, if any, on
any Bonds prepaid on such Special Senior Debt Prepayment Date through
a drawing on a Bond Letter of Credit (but only to the extent not paid
to the Issuing Bank on such date pursuant to Section 5.7(d) in
satisfaction of the related Bond Reimbursement Obligations) and (v) to
each Secured Counterparty, an amount equal to the Swap Termination
Obligations (other than those in respect of the Swap Obligations
specified in clause (b) of the definition thereof), if any, payable to
such Secured Counterparty under each Interest Rate Hedging Agreement
to which such Secured Counterparty is a party; and

second, ratably, (i) to the Administrative Agent, all fees,
funding indemnities and other amounts payable to the Administrative
Agent and the Banks pursuant to the relevant paragraph of Section 7.3
of the Project Loan Agreement in connection with such prepayment, (ii)
to each Institution, all fees, Make-Whole Premiums, Modified
Make-Whole Premiums and other amounts payable to such Institution
pursuant to the relevant paragraph of Section 7.3 of the Project Loan
Agreement in connection with such prepayment, (iii) to each Bond
Trustee, any fees or other amounts payable to such Bond Trustee
pursuant to the relevant Bond Indenture in connection with such
prepayment, and (iv) to each Secured Counterparty, an amount equal to
the Swap Termination Obligations (other than those payable pursuant to
clause first above) payable to such Secured Counterparty under each
Interest Rate Hedging Agreement to which Secured Counterparty is a
party.

(d) L/C Cash Collateral Subaccount. Except during a Default
Period, on each L/C Reimbursement Date, the Security Agent shall transfer from
the L/C Cash Collateral Subaccount of the Special Payment Account to the
Issuing Bank an amount equal to the amount of the L/C Reimbursement Obligations
then due and payable, together with all interest, fees and other amounts
payable to the Administrative Agent, the Issuing Bank and the Banks pursuant to
Section 5.5 or 6.6, as the case may be, of the Project Loan Agreement in
connection therewith. Except during a Default Period, promptly following the
termination of the outstanding Letters of Credit and the Total VP Letter of
Credit Commitments and Total Bond Letter of Credit Commitments, the Security
Agent shall transfer the remainder of the funds on deposit in the L/C Cash
Collateral Subaccount (after payment of amounts owing pursuant to the preceding
sentence), if any, into the Construction Account (if prior to the Completion
Date) or into the Project Control Account (if on or after the Completion Date).

(e) Delay Damages Subaccount. Except during a Default
Period, on any Scheduled Senior Debt Service Payment Date on or prior to the
Completion Date on which there shall be insufficient funds in the Project
Control Account to make all of the transfers required pursuant to clause fourth
of Section 5.3(a), the Security Agent shall, on such Scheduled Senior Debt
Service Payment Date, transfer from the Delay Damages Subaccount to the Persons
or into the Accounts, as the case may be, specified in such clauses fourth
through sixth of Section 5.3(a), in the order of priority set forth therein,
the amounts then due and payable to such Persons and into such Account pursuant
to such clauses fourth through sixth (after giving effect to transfers by the
Security Agent from the Project Control Account on such Scheduled Senior Debt
Service Payment Date of all funds on deposit therein in accordance with Section
5.3(a)). Except during a Default Period, on the Completion Date, the Security
Agent shall transfer the remainder of the

funds on deposit in the Delay Damages Subaccount (after payment of amounts
owing pursuant to the preceding sentence on such date), if any, into the
Project Control Account.

(f) Amounts Retained in Subaccount. Any amount not
transferred from the Prepayment Subaccount, the L/C Cash Collateral Subaccount
or the Delay Damages Subaccount pursuant to Section 5.7(c), 5.7(d) or 5.7(e),
respectively, on any Special Debt Prepayment Date, L/C Reimbursement Date or
any Scheduled Senior Debt Service Payment Date, as the case may be, shall be
retained in such Subaccount pending further application pursuant to this
Agreement.

Section 5.8 Distributions Account.
---------------------

(a) Contingent Distribution. Except during a Default Period,
on the Completion Date, if the Security Agent shall have deposited any proceeds
of Bank Project Loans into the Distributions Account pursuant to Section 4.3
the Security Agent shall transfer from the Distributions Account to the
Borrower the amount of such proceeds of Bank Project Loans. Except during a
Default Period, on the date of Final Completion of the Facility, if the
Security Agent shall have transferred any funds into the Distributions Account
from the Final Completion Escrow Account pursuant to Section 5.9(b), the
Security Agent shall transfer from the Distributions Account to the Borrower
the amount of funds so transferred.

(b) Quarterly Distributions. Except during a Default Period,
on each Quarterly Distribution Date (or within three Business Days thereafter)
on or after the Initial Repayment Date, if the Security Agent shall have
received from the Borrower a written request for Distributions substantially in
the form of Exhibit C at least five Business Days prior to such Quarterly
Distribution Date and such Distributions shall be permitted to be made by
Section 11.4 of the Project Loan Agreement, the Security Agent shall transfer
from the Distributions Account to the Borrower the amount specified in such
written request.

(c) No Liens on Distributions. All amounts of Distributions
transferred from the Distributions Account to the Borrower pursuant to this
Section 5.8 (and by the Borrower to the Partners) shall be free and clear of
any and all claims or security interests of the Security Agent and the Secured
Parties.

(d) Amounts Retained in Account. Any amount not transferred
from the Distributions Account on any Quarterly Distribution Date shall be
retained in the Distributions Account pending further application pursuant to
this Agreement.

Section 5.9 Final Completion Escrow Account. (a) Except
during a Default Period, on each Monthly Operating Disbursement Date after the
Completion Date and until Final Completion of the Facility and of the
Greenhouse, upon receipt of:

(i) a Request Letter (x) specifying the amount of
Project Costs requested to be paid on such Monthly Operating
Disbursement Date (which may include any unpaid Heat Rate Bonus, if
any, payable to the Facility Contractor pursuant to the Facility
Construction Contract), including for each matter for which payment is
to be made a reasonably detailed description thereof, and (y)
certifying that no Event of Default has occurred and is continuing,
and

(ii) a certificate of the Independent Engineer (i)
confirming that the Project Costs identified in the Request Letter
referred to in paragraph (a) above have been properly incurred and are
due and payable on such Monthly Operating Disbursement Date and (ii)
stating that, as of the date of such certificate, the estimated cost
of completing the Project and achieving Final Completion of the
Facility and Final Completion of the Greenhouse and settling any
pending Disputes (as defined in paragraph (d) of the definition of
Completion Date in Annex A hereto), does not exceed the amount on
deposit in the Final Completion Escrow Account,

the Security Agent shall transfer from the Final Completion Escrow Account to,
or as directed by, the Borrower the amount certified in such Request Letter to
be the amount of Project Costs then due and payable.

(b) Upon the occurrence of Final Completion of the Facility
and of the Greenhouse and the receipt by the Security Agent of a certificate
signed by the Borrower and the Contractors stating that all Disputes (as
defined in paragraph (d) of the definition of Completion Date), if any, have
been settled and that no further potential liability (contingent or otherwise)
to the Borrower exists with respect thereto, the amounts remaining on deposit
in the Final Completion Escrow Account shall be transferred first, if at such
time a Default Period is not in existence, to the Distributions Account, for
application to the payment of the Contingent Distribution, in an amount not to
exceed the unpaid Contingent Distribution Amount, and second, to the Prepayment
Subaccount of the Special Payment Account, for application to the prepayment of
Bank Loans pursuant to Section 7.3(e) of the Project Loan Agreement.

Section 5.10 Accrued Interest Account. (a) Except during a
Default Period, on each Scheduled Senior Debt Service Payment Date on which
interest is then due and payable on any Bank Loan under the Project Loan
Agreement, the Security Agent shall transfer from the Bank Accrued Interest
Subaccount of the Accrued Interest Account to the Administrative Agent, from
and to the extent of the funds on deposit therein, an amount equal to such
amount of interest due and payable on such Bank Loan on such date.

(b) Except during a Default Period, on each Scheduled Senior
Debt Service Payment Date on which interest is due and payable on any
Institutional Note under the Project Loan Agreement, the Security Agent shall
transfer from the Institutional Accrued Interest Subaccount of the Accrued
Interest Account to the holder of such Institutional Note, from and to the
extent of the funds on deposit therein, an amount equal to such amount of
interest due and payable on such Institutional Note on such date.

(c) Any amount not transferred from any Accrued Interest
Subaccount on any day shall be retained in such Accrued Interest Subaccount
pending further application pursuant to this Agreement.

Section 5.11 Insurance and Property Tax Reserve Account. (a)
Except during a Default Period, on each Monthly Operating Disbursement Date on
which the Borrower delivers a Request Letter in accordance with Section 5.15
specifying that insurance premiums and/or property taxes will be payable during
the succeeding calendar month, the Security Agent shall transfer the amount
specified in such Request Letter from the Insurance and Property Tax

Reserve Account to the Borrower, for payment of such insurance premiums and/or
property taxes.

(b) Any amount not transferred from the Insurance and
Property Tax Reserve Account on any day shall be retained in the Insurance and
Property Tax Reserve Account pending further application in accordance with
this Agreement.

Section 5.12 Greenhouse Reserve Account.
--------------------------

(a) Greenhouse Letter of Credit Drawing. If a Greenhouse
Letter of Credit shall be outstanding and the Security Agent shall receive a
Request Letter from the Borrower stating that a Drawing Event (as defined in
the Greenhouse Sublease) has occurred, then the Security Agent shall, on the
date specified in such Request Letter, make a drawing on the Greenhouse Letter
of Credit in the amount specified in the Request Letter and shall deposit the
proceeds into the Greenhouse Reserve Account pending application pursuant to
paragraph (b) below.

(b) Application of Funds on Deposit in the Greenhouse Reserve
Account. If the Security Agent shall receive a Request Letter from the
Borrower stating that a Drawing Event has occurred and, in the case of a
Drawing Event specified in clause (B) or (C) of such definition, the Greenhouse
Operator has certified to the Borrower that it does not have funds available to
pay the amounts specified in the Request Letter, then the Security Agent (i)
may, in its own discretion, in the case of a Drawing Event specified in clause
(B) of the definition thereof, or (ii) shall, in the case of any other Drawing
Event, transfer from the Greenhouse Reserve Account to or as directed by the
Borrower amounts of Greenhouse Reserve Replenishment Rent or other amounts on
deposit therein.

(c) Any amounts not transferred from the Greenhouse Reserve
Account on any Disbursement Date shall be retained in the Greenhouse Reserve
Account pending further application pursuant to this Section 5.12.

Section 5.13 Delivery of Request Letters, Disbursement
Requests. Except as otherwise specifically provided in this Article V, each
Request Letter to be delivered by the Borrower pursuant to this Article V shall
be delivered to the Security Agent not later than three Business Days prior to
the date that the Security Agent is required to make any transfer specified
therein. At the time the Borrower delivers to the Security Agent any Request
Letter, Disbursement Request, Bond Construction Fund Requisition or any written
request for Distributions pursuant to Section 5.8 or other written
communication with respect to the Accounts, the Borrower shall deliver a copy
thereof to each of the Institutions and the Administrative Agent. Any Request
Letter delivered pursuant to clause first of Section 5.3(a) or clause first of
5.15(b) requesting amounts to be released from one or more Accounts to pay Cash
Operating Costs shall be accompanied by a certificate specifying the amount and
percentage by which the actual Cash Operating Costs differ from the budgeted
amounts for the relevant period, in each case calculated in accordance with
Section 5.3(a) or 5.15(b), as the case may be.

Section 5.14 Shortfall Notices. The Security Agent shall
notify the Secured Parties and the Borrower as soon as practicable if any
amounts required to be transferred from an Account pursuant to this Article V
on any date exceeds the cash available in such Account.

Section 5.15 Transfers from Certain Accounts During a Default
Period. (a) During a Default Period, the Borrower shall not have the right to
issue a Request Letter or written request for Distributions pursuant to Section
5.8 or otherwise direct the transfer of funds from any Account except as
specifically provided in this Section 5.15.

(b) During a Default Period until the Security Agent receives
a Notice of Action directing that action be taken pursuant to Section 5.15(d),
on each Disbursement Date after the Commercial Operations Date the Security
Agent shall transfer, from the Accounts as specified in Section 5.15(c), the
following amounts in the following order of priority:

second, if such Disbursement Date is a Monthly Operating
Disbursement Date, to the Borrower for the payment of Cash Operating
Costs due and payable during the succeeding calendar month (other than
the Basic Monthly O&M Fee, the Annual O&M Bonus, Major Maintenance
Expenses, and insurance premiums and property taxes to the extent paid
with the proceeds of any amounts on deposit in the Insurance and
Property Tax Reserve Account), the amount of such Cash Operating Costs
as specified in a Request Letter delivered by the Borrower in
accordance with Section 5.15;
provided that if such amount of Cash
Operating Costs for such succeeding calendar month exceeds the amount
of budgeted Cash Operating Costs for such calendar month specified in
the relevant Operating Budget, in each case exclusive of the Basic
Monthly O&M Fee, the Annual O&M Bonus and the cost (including
transportation cost) of Coal, limestone and ammonia and ash disposal
costs, such excess Cash Operating Costs shall be disbursed to the
Borrower pursuant to this clause only with the prior consent of the
Administrative Agent (if such amount of Cash Operating Costs is more
than 5% but less than 10% above such budgeted Cash Operating Costs) or
the Administrative Agent and the Majority Institutions (if such amount
of Cash Operating Costs is 10% or more above such budgeted Cash
Operating Costs), in each case, which consent shall not be
unreasonably withheld;

third, if such Disbursement Date is a Monthly Operating
Disbursement Date, ratably, into the Insurance and Property Tax
Reserve Account, an amount equal to 1/12th of any insurance premiums
and property taxes payable on or within twelve months following such
Monthly Operating Disbursement Date, together with the amount of all
deficiencies, if any, with respect to deposits required during all
prior months with respect to insurance premiums and property taxes;

fourth, if such Disbursement Date is a Special Senior Debt
Prepayment Date on which all or a portion of the Loans are required to
be prepaid pursuant to Section 7.3 of the Project Loan Agreement or
all or a portion of the Bonds are required to be prepaid pursuant to
the Bond Indenture pursuant to which such Bonds were issued, to the
Persons or into the Accounts specified in clauses first and second of
Section 5.7(c), the amounts specified in such clauses in the order of
priority set forth therein;

fifth, if such Disbursement Date is a Scheduled Senior Debt
Service Payment Date, to the Persons or into the Accounts, as the case
may be, specified in clauses fourth through sixth of Section 5.3(a),
the amounts specified in such clauses in the order of priority set
forth in Section 5.3(a);

sixth, if such Disbursement Date is a Monthly Operating
Disbursement Date, with the consent of the Required Secured Parties,
to the Borrower for the payment of Major Maintenance Expenses, the
amount specified in the Request Letter delivered with respect to such
Monthly Operating Disbursement Date; provided, that the Major
Maintenance Expenses payable in any calendar year shall not exceed the
amounts set forth in Schedule 2 hereto (as adjusted from time to
time); provided, further that the Borrower shall certify, and the
Independent Engineer shall confirm, in writing to the Security Agent
that, in its reasonable judgment, such payments to be made constitute
payments of Major Maintenance Expenses;

seventh, if such Disbursement Date is a Quarterly Distribution
Date, to the Facility Operator, an amount sufficient to pay the Basic
Monthly O&M Fee and/or the Annual O&M Bonus then due and payable under
the Operating and Maintenance Agreement, together with any unpaid
amounts of the Basic Monthly O&M Fee and the Annual O&M Bonus
(excluding interest thereon) which was payable to the Facility
Operator on a prior Quarterly Distribution Date;

eighth, if such Disbursement Date is a Special Senior Debt
Prepayment Date on which the Borrower shall elect to prepay Bank Loans
and/or Institutional Loans in accordance with Section 7.4 of the
Project Loan Agreement, with the consent of the Required Secured
Parties, to the Persons specified in Section 5.5(b), the amounts
specified in such clauses in the order of priority set forth therein;
and

ninth, if such Disbursement Date is a Quarterly Distribution
Date, to the Facility Operator, an amount equal to any interest
payable to the Facility Operator pursuant to Section 6.7 of the
Operating and Maintenance Agreement following the non-payment or
partial payment of the Basic Monthly O&M Fee and/or the Annual O&M
Bonus on a prior Quarterly Distribution Date;

provided that if such Disbursement Date is a L/C Reimbursement Date, the
Security Agent shall transfer from the Accounts as specified in Section
5.15(c), ratably with the transfers required by clause fifth of this Section
5.15(b) on such date, to the Persons specified on Section 5.7(d), the amounts
specified therein.

(c) Unless otherwise directed by the Required Secured
Parties, the Security Agent shall obtain the cash necessary to make the
transfers and/or releases required by Sections 5.15(b) and 5.15(d) from the
Accounts by making withdrawals from the Accounts in the following order of
priority: first, the Project Control Account; second, the Institutional Loan
Proceeds Account; third, the Construction Account; fourth, the Additional
Collateral Account; fifth, the Debt Service Reserve Account; sixth, the
Distributions Account; and seventh, funds in any other Account (other than the
Greenhouse Reserve Account and the Bond Transfer Accounts) in such order of
priority as the Required Secured Parties may determine; provided that the
amounts payable

pursuant to clauses seventh and ninth of Section 5.15(b) may only be paid from
funds on deposit in the Project Control Account; provided, further, that:

(i) on any Scheduled Senior Debt Service Payment Date
on which interest is due and payable on any Bank Loan or Institutional
Note under the Project Loan Agreement, the Security Agent shall, prior
to making any of the withdrawals specified in the provisions of this
Section 5.15(c) preceding this proviso, transfer from the Bank Accrued
Interest Subaccount or the Institutional Accrued Interest Subaccount,
as the case may be, to the Administrative Agent or each holder of an
Institutional Note, respectively, any amounts then on deposit in such
Subaccount for application to the payment of the interest due and
payable on such Loan or Note on such date;

(ii) on any Scheduled Senior Debt Service Payment Date
on which interest and/or fees are due and payable on any Senior Debt,
the Security Agent shall, immediately after the transfers specified in
clause (i) of this proviso and prior to making any of the withdrawals
specified above in the provisions of this Section 5.15(c)
preceding this proviso, transfer from the Delay Damages Subaccount of
the Special Payment Account to the holders of such Senior Debt, from
and to the extent of all funds on deposit therein, the amounts of
interest and/or fees then due and payable to such holders under the
relevant Senior Debt Agreements;

(iii) on any Special Senior Debt Prepayment Date on
which all or a portion of the Loans are required to be prepaid
pursuant to Section 7.3 of the Project Loan Agreement or all or a
portion of the Bonds are required to be prepaid pursuant to the
relevant Bond Indenture, the Security Agent shall, prior to making any
of the withdrawals specified in the provisions of this Section 5.15(c)
preceding this proviso, transfer from the Prepayment Subaccount of the
Special Payment Account to the Administrative Agent, each Institution
and the relevant Bond Trustee, as the case may be, from and to the
extent of all funds on deposit in the Prepayment Subaccount, the
amounts then due and payable (x) to the Banks (including the Issuing
Bank in reimbursement of amounts drawn under a Bond Letter of Credit),
the Administrative Agent and the Institutions pursuant to the Project
Loan Agreement and (ii) to the relevant Bond Trustee, the amounts then
due and payable on the Bonds that are not paid through a drawing on a
Bond Letter of Credit;

(iv) on any L/C Reimbursement Date, the Security Agent
shall, prior to making any of the withdrawals specified in the
provisions of this Section 5.15(c) preceding this proviso, transfer
from the L/C Cash Collateral Subaccount of the Special
Payment Account to the Issuing Bank, from and to the extent of all
funds on deposit therein, the amounts then due and payable to the
Issuing Bank and the Banks in respect of L/C Reimbursement
Obligations; and

(v) on any date during the Construction Period on
which a True-Up Amount is owing to the Institutions pursuant to
Section 14.10(b) of the Project Loan Agreement and the Security Agent
shall have received a written request from the Administrative Agent or
any Institution specifying the True-Up Amount owing to each
Institution (as calculated in accordance with paragraph (ii) of
Section 14.10(b)), the Security Agent shall, prior to making any of
the withdrawals specified in the provisions

of this Section 5.15(c) preceding this proviso but after making the
transfers specified in clauses (i) through (iv) of this proviso,
withdraw from the Institutional Loan Proceeds Account the funds then
on deposit therein, up to the aggregate True-Up Amounts due to all of
the Institutions, and pay such funds to the Institutions for
application to the prepayment of the Institutional Loans.

Subject to the delivery of a Notice of Action directing that action be taken
pursuant to Section 5.15(d), amounts remaining on deposit in the Accounts
during a Default Period after application as provided in Section 5.15(b) shall
be retained in such Accounts pending future application in accordance with
Section 5.15(b) or, if such Default Period shall no longer be continuing, the
other provisions of this Agreement.

(d) If at any time the Security Agent receives a Notice of
Action directing it to distribute the amounts in the Accounts in accordance
with this Section 5.15(d), the Security Agent shall transfer all amounts (other
than the Greenhouse Reserve Account and the Bond Transfer Accounts) available
in the Accounts in the order of priority among the Accounts as is specified in
Section 5.15(c) (excluding the proviso thereto and clauses (ii), (iii) and (iv)
thereof) in the following order of priority:

first, ratably, (i) all fees, costs and expenses payable to
the Security Agent and (ii) all charges, expenses and advances
incurred or made by the Security Agent in order to protect the Liens
of the Security Documents or the security afforded thereby, together
with interest at the True-Up Default Rate;

second, ratably, all fees, costs and expenses payable to the
Administrative Agent and all costs and expenses of each Secured Party,
all as certified to the Security Agent by the applicable Secured
Party;

third, to the Administrative Agent and the holders of the
Institutional Notes, the amounts on deposit in the Bank Accrued
Interest Subaccount and the Institutional Accrued Interest Subaccount,
respectively, as partial payment of the outstanding interest on the
Bank Loans and the Institutional Notes, respectively;

fourth, if upon a bankruptcy or reorganization of the Borrower
any amount on deposit in the Bank Accrued Interest Subaccount or the
Institutional Accrued Interest Subaccount is released to the Borrower,
to the Administrative Agent and the holders of the Institutional
Notes, respectively, amounts that will cause accrued interest (other
than interest accruing by reason of the existence of an Event of
Default) on all of the Bank Loans and Institutional Notes to have been
paid to the identical date;

fifth, ratably, (i) to the Administrative Agent, an amount
equal to the remaining outstanding principal of and interest on the
Bank Loans, the unpaid amount of the L/C Reimbursement Obligations and
funding indemnities payable pursuant to Section 7.7(a) of the Project
Loan Agreement, (ii) to each holder of an Institutional Note, an
amount equal to the remaining outstanding principal of and interest on
such Institutional Note, and (iii) to each Bond Trustee, an amount
equal to the remaining outstanding principal of and

interest on the Bonds issued pursuant to the Bond Indenture to which
such Bond Trustee is a party which shall not have been paid through a
drawing on a Bond Letter of Credit;

sixth, ratably, (i) to each Secured Counterparty, all Swap
Termination Obligations if any, payable to such Secured Counterparty
under each Interest Rate Hedging Agreement to which such Secured
Counterparty is a party, and (ii) all fees, Make-Whole Premiums,
Modified Make-Whole Premiums and other amounts owed to the Secured
Parties;

seventh, to the Secured Parties, all other Secured Obligations
owed to the Secured Parties (to be paid to the Secured Parties pro
rata in accordance with the aggregate outstanding amount of such other
Secured Obligations owed to each Secured Party); and

eighth, any surplus then remaining shall be paid to the
Borrower or its successors or assigns or to whomever may be lawfully
entitled to receive the same or as a court of competent jurisdiction
may direct.

(e) The proceeds of any sale, disposition or other
realization by the Security Agent or any Secured Party of or upon the Mortgaged
Property or the Partner Collateral shall be distributed in the order of
priority set forth in Section 5.15(d); provided, however, that if (i) the
Loans shall have been declared due and payable at any time during the
three-year period ending on the Bank Loan Final Maturity Date because of a
Default that occurred during such three-year period which becomes an Event of
Default that is continuing at the time the Loans are declared due and payable
and (ii) the proceeds of the sale, disposition or other realization of or upon
the Mortgaged Party and the Partner Collateral are insufficient to pay in full
all outstanding principal of the Loans and the principal amount of all L/C
Reimbursement Obligations, then any amount withdrawn during such three-year
period from the Debt Service Reserve Account to pay any Lender principal of its
Loans or L/C Reimbursement Obligations which is withdrawn (x) after the date of
occurrence of such Default or (y) up to one year prior to the occurrence of
such Default (but not prior to the beginning of such three-year period) to the
extent such withdrawn amount is not restored to the Debt Service Reserve
Account prior to the acceleration of the Loans, shall be credited against the
amount of principal payable to such Lender pursuant to clause fifth of Section
5.15(d).

Section 5.16 The Security Agent's Calculations;
Determinations. (a) In making the determinations and allocations required by
this Article V, the Security Agent may rely upon information provided pursuant
to Section 6.3 or 6.4 hereof and Section 4.7(d) or 10.4(c) of the Project Loan
Agreement, and the Security Agent shall have no liability to any of the Secured
Parties for actions taken in reliance on such information. All transfers and
releases made by the Security Agent pursuant to this Article V (except through
clerical or other manifest error) shall be final, subject to any decree of any
court of competent jurisdiction.

(b) In making the determinations and allocations required
by this Article V, Permitted Investments on deposit from time to time in the
Accounts shall be valued by the Security Agent at the lesser of the face amount
thereof and the purchase price thereof.

(c) In the event of any dispute as to any amount to be
distributed or paid by the Security Agent from the Accounts, the Security Agent
is authorized and directed to retain in its possession without liability to
anyone all or any part of the amounts then on deposit in the Accounts, until
such dispute shall have been settled by mutual agreement of the Borrower and
the Secured Parties or by a final order, decree or judgment of a Federal or
State court of competent jurisdiction as to which time for an appeal has
expired and no appeal has been perfected, but the Security Agent shall be under
no duty whatsoever to institute or defend any such proceedings.

Section 5.17 Insufficient Amounts. To the extent the amounts
on deposit in any Account are insufficient to fully satisfy any transfer or
release requirement from such Account under this Article V, such transfer or
release shall be made to the extent of the amount on deposit in such Account
(after the sale of all instruments, investments and securities held in the
Account). In addition, if any transfer and/or release requirements from any
Account in this Article V share the same level of priority and there are
insufficient funds in such Account to satisfy in full all such transfer and/or
release requirements which share such level of priority, such transfers and/or
releases shall be made on a pro rata basis to the extent of the amount on
deposit in such Account; provided that if payments on account of principal,
interest and/or other amounts due on the Senior Debt share the same level of
priority, the funds released on account of such payment of Senior Debt shall be
applied as follows: first, to the payment of accrued interest on such Senior
Debt to the date of such payment; second, to the payment of the principal
amount of such Senior Debt and L/C Reimbursement Obligations then due; and
third, to the payment of any such other amounts that share the same level of
priority.

Section 5.18 Concerning Section 10.31 of the Project Loan
Agreement. It is understood, and shall be assumed for purposes of calculating
the required funding of the Debt Service Reserve Account, that the amount of
any retirement, purchase and cancellation and redemption of Bonds and of any
prepayment of Bank Loans specified in Section 10.31 of the Project Loan
Agreement for any Bank Loan Installment Payment Date will result in a Bond
Reimbursement Obligation becoming due on such date in such amount. For all
purposes of this Security Deposit Agreement, such Bond Reimbursement Obligation
(and interest thereon and all other amounts owing with respect thereto) shall
be treated in the same manner as Bank Loans and shall be given the same
priority pro rata as Bank Loans, and in all other respects shall be treated in
the same manner as Bank Loans due on a Scheduled Senior Debt Service Payment
Date.

ARTICLE VI

Agreements with the Security Agent
----------------------------------

Section 6.1 Delivery of Senior Debt Agreements. The Security
Agent acknowledges receipt from the Borrower of copies of the Senior Debt
Agreements as in effect on the date hereof, certified by the Borrower to be
true and correct and to constitute all of the Senior Debt Agreements in effect
on the date hereof. The Borrower shall deliver to the Security Agent, promptly
upon the execution thereof, a true and complete copy of each amendment,

supplement or other modification to any Senior Debt Agreement, and of each new
Senior Debt Agreement, entered into after the date of this Agreement.

Section 6.2 Payment by Security Agent. All payments by the
Security Agent under any Security Document to any Secured Party shall be made
(a) if to any Bank, the Issuing Bank or the Administrative Agent, by wire
transfer to the Administrative Agent at its address specified in Schedule 1 to
the Project Loan Agreement if originally a party hereto or if such Bank
becomes a party hereto after the date hereof, at its address specified in the
Bank Transfer Supplement executed by such Bank, (b) if to any Institution, by
wire transfer to it at its address specified (i) in the Institutional Note
Register, if the Institutional Notes held by such Institution are Registered
Institutional Notes, or (ii) otherwise, on Schedule 1 to the Project Loan
Agreement if originally a party hereto or, if such Institution becomes a party
hereto after the date hereof, at its address specified in the Institutional
Transfer Supplement executed by such Institution, (c) if to any Bond Trustee,
by wire transfer to such Bond Trustee at its address notified by such Bond
Trustee to the Security Agent from time to time, and (d) if to any Secured
Counterparty, by wire transfer to it at its address specified in Schedule 1 to
the Project Loan Agreement if originally a party hereto or if such Secured
Counterparty becomes a party hereto after the date hereof, at its address
specified in the Security Deposit Agreement Supplement executed by such Secured
Counterparty.

Section 6.3 Information Provided to the Security Agent. (a)
The Administrative Agent may from time to time deliver to the Security Agent,
and upon the request of the Security Agent from time to time shall deliver to
the Security Agent, a statement setting forth as of such time (A) the amount of
the Total Bank Loan Commitments, the stated amount of the VP Letter of Credit
then outstanding and the stated amount of each Bond Letter of Credit, if any,
then outstanding and the aggregate outstanding principal amount of Bank Loans
and (B) the amount of each Type of outstanding Bank Loan and the interest rates
then in effect with respect thereto. The Administrative Agent shall also
notify the Security Agent of the amount of any L/C Reimbursement Obligations
not repaid by the Borrower or refinanced with a Bank L/C Loan or Bank Liquidity
Loan. In addition, the Administrative Agent shall notify the Security Agent of
the occurrence of any Event of Loss (and the Event of Loss Prepayment Date) or
Damage Event (and whether such Damage Event is a Non-Restoration Event) of
which it has actual knowledge or has received notice from any Bank or from the
Borrower pursuant to Section 10.17 of the Project Loan Agreement and shall also
deliver to the Security Agent from time to time, at the option of the
Administrative Agent or at the request of the Security Agent, any other
information necessary to permit the Security Agent to make the deposits,
transfers and releases with respect to the Accounts in accordance with the
provisions of this Agreement.

(b) Each Institution shall deliver to the Security Agent, at
the time of each issuance to it of an Institutional Note and of each transfer
by it of all or a portion of the Institutional Notes held by it to one or more
other Institutions, all relevant information with respect to such Notes or such
transfer, including the principal amount of such Notes and the names and
addresses of the holders thereof, the interest rate payable thereon, the dates
on which principal and interest on such Notes are due and payable and the
respective amounts of principal and interest payable on each such Note on each
such date. Each Institution shall notify the Security Agent of the occurrence
of an Event of Loss (and the Event of Loss Prepayment Date) or Damage Event
(and whether such Damage Event is a Non-Restoration Event) of which it has

actual knowledge or has received notice from the Borrower pursuant to Section
10.17 of the Project Loan Agreement and shall also deliver to the Security
Agent from time to time, at the option of such Institution or at the request of
the Security Agent, any other information necessary to permit the Security
Agent to make the deposits, transfers and releases with respect to the Accounts
in accordance with the provisions of this Agreement.

(c) The Borrower shall cause each Bond Trustee to deliver to
the Security Agent, on or before the date of issuance of the Bonds to be issued
under the Bond Indenture to which such Bond Trustee is a party, a statement
setting forth the aggregate principal amount of such Bonds, the interest
rate(s) payable thereon, the dates on which principal and interest on such
Bonds are due and payable and the respective amounts of principal due and
payable on each such date. The Borrower shall also cause each Bond Trustee to
deliver to the Security Agent from time to time, at the request of the Security
Agent, any other information necessary to permit the Security Agent to make the
deposits, transfers and releases with respect to the Accounts in accordance
with the provisions of this Agreement.

(d) Each Secured Counterparty shall deliver to the Security
Agent, upon such Secured Counterparty becoming a party to this Agreement, a
statement setting forth the Swap Obligations payable to such Secured
Counterparty under each Interest Rate Hedging Agreement to which it is a party
and the dates on which such amounts are due and the method by which the Swap
Termination Obligations thereunder are calculated. Each Secured Counterparty
shall also deliver to the Security Agent from time to time, at the option of
such Secured Party or at the request of the Security Agent, any other
information necessary to permit the Security Agent to make the deposits,
transfers and releases with respect to the Accounts in accordance with the
provisions of this Agreement.

(e) The Borrower shall notify the Security Agent, as soon as
practicable prior to the expected occurrence thereof, and on the date of
occurrence thereof, of the Commercial Operations Date, the Completion Date and
the date of Final Completion of the Facility and shall deliver to the Security
Agent, concurrently with the delivery thereof under the relevant Financing
Document, a copy of each Extension of Credit Request, Equity Funding Loan
Borrowing Certificate, Greenhouse Prepayment Notice, Buydown Prepayment Notice
and Optional Prepayment Notice delivered by the Borrower pursuant to such
Financing Document and, at the request of the Security Agent from time to time,
any other information necessary to permit the Security Agent to make the
deposits, transfers and releases with respect to the Accounts in accordance
with the provisions of this Agreement. The Borrower will also notify the
Security Agent, promptly following its receipt of notice from the Greenhouse
Owner, of the expected occurrence of, and the date of occurrence of, Final
Completion of the Greenhouse. In addition, if any Project Document is assigned
by any party thereto, the Borrower shall, on or prior to the date of such
assignment, furnish to the Security Agent the name and address of the assignee
of such party where notices are to be sent.

Section 6.4 Notice of Amounts Payable Under Financing
Documents. (a) The Borrower shall deliver to the Security Agent and each
Secured Party, not later than five Business Days prior to any Scheduled Senior
Debt Service Payment Date, Special Senior Debt Prepayment Date or L/C
Reimbursement Date, a certificate setting forth, as of such Scheduled Senior
Debt Service Payment Date, Special Senior Debt Prepayment Date or L/C
Reimbursement Date, as the

case may be, the aggregate amount of Senior Debt due and payable on such date
(broken down as to principal on Bank Loans, Institutional Notes and Bonds,
interest on Bank Loans, Institutional Notes and Bonds, Swap Obligations (and
any portion thereof constituting Swap Termination Obligations), L/C
Reimbursement Obligations, fees, funding indemnities, any Make-Whole Premium or
Modified Make-Whole Premium and other amounts due under the Financing Documents
on such date). The Security Agent may conclusively rely on any certificate
delivered pursuant to this Section 6.4(a) in transferring or releasing amounts
from the Accounts pursuant to Article V unless it shall have received notice to
the contrary from any Secured Party as to any payment due to it in accordance
with Section 6.4(b) below.

(b) The Administrative Agent shall have the right to direct
the Security Agent in writing as to any amount to be paid to the Administrative
Agent (for retention by it or for distribution to the Banks) pursuant to
Article V of this Agreement, each Institution shall have the right to direct
the Security Agent in writing as to any amount to be paid to it pursuant to
Article V of this Agreement, each Secured Counterparty shall have the right to
direct the Security Agent in writing as to any amount to be paid to such
Secured Counterparty pursuant to Article V of this Agreement, each Bond Trustee
shall have the right to direct the Security Agent in writing as to any amount
to be paid pursuant to Article V of this Agreement to it (for retention by it
or for distribution to the holders of the Bonds issued pursuant to the Bond
Indenture to which it is a party), and the Issuing Bank shall have the right to
direct the Security Agent in writing as to any amount to be paid to it (for
retention by it or for distribution to the Banks) in respect of L/C
Reimbursement Obligations pursuant to Article V of this Agreement. The
Security Agent may conclusively rely on any directions delivered to it pursuant
to this Section 6.4(b) in transferring or releasing amounts from the Accounts
pursuant to Article V, notwithstanding any contrary directions delivered to it
pursuant to Section 6.4(a) or any other provision of the Agreement, unless it
shall have actual knowledge that such directions are incorrect.

Section 6.5 Information Accompanying Amounts Delivered for
Deposit into Accounts. All amounts delivered to the Security Agent for deposit
into any Account by any party after the Closing Date pursuant to Article IV
(other than any Project Revenues received pursuant to the Power Purchase
Agreement, the Steam Sales Agreement or the Greenhouse Loan Agreement) shall be
accompanied by a certificate of a Responsible Officer of the Borrower setting
forth in reasonable detail the source of the amounts and the Account or
Subaccount into which such amounts are to be deposited and such other
information as may be necessary to enable the Security Agent to so deposit such
funds in accordance with this Agreement. The Security Agent may conclusively
rely on such certificates.

Section 6.6 Certificate of Secured Parties. Any action or
direction taken by the Secured Parties under any provision of this Agreement
shall be pursuant to a certificate or certificates executed by Secured Parties
constituting the required combination of Secured Parties, and each such
certificate shall state the amount of Secured Obligations held by such Secured
Parties and that such Secured Parties constitute the required combination of
Secured Parties for purposes of the action or direction taken by such Secured
Parties.

Section 6.7 Compensation and Expenses. The Borrower shall
pay to the Security Agent, from time to time upon demand, all of the documented
out-of-pocket costs and expenses of the Security Agent (including, without
limitation, the reasonable fees and disbursements of its

counsel and such special counsel as the Security Agent reasonably elects to
retain) (i) arising in connection with the administration of this Agreement
(including without limitation pursuant to Section 2.4(d) hereof) and the other
Security Documents, any amendment, modification or termination of this
Agreement or any other Security Document or the enforcement of any of the
provisions hereof or thereof, (ii) incurred or required to be advanced in
connection with the administration of the Collateral, the sale or other
disposition of Collateral pursuant to this Agreement or any other Security
Document and the preservation, protection or defense of the Security Agent's
rights under this Agreement and the other Security Documents and in and to the
Collateral, (iii) incurred by the Security Agent in connection with the
resignation or removal of the Security Agent pursuant to Section 2.6 or (iv)
incurred by a separate security agent or co-security agent appointed in
accordance with Section 2.8. In addition to the payment of the above amounts
to the Security Agent, in the case of any successor Security Agent which is not
also the Administrative Agent entitled to receive the fee referred to in
Section 7.1(e) of the Project Loan Agreement, or of any separate security agent
or co- security agent appointed in accordance with Section 2.8, the Borrower
shall pay to such successor Security Agent, separate security agent or
co-security agent, as the case may be, its reasonable fees which are approved
by the Borrower, which approval will not be unreasonably withheld and, in any
event, will be granted if such fees are customary. The obligations of the
Borrower under this Section 6.7 shall survive the termination of the other
provisions of this Agreement.

Section 6.8 Stamp and Other Similar Taxes; Filing Fees,
Excise Taxes, Etc. The Borrower shall indemnify and hold harmless the Security
Agent and each Secured Party from any present or future liability for any stamp
or any other similar tax and any penalties or interest with respect thereto,
which may be assessed, levied or collected by any jurisdiction in connection
with this Agreement, any other Security Document or any Collateral. The
Borrower shall also pay or reimburse the Security Agent for any and all
payments made by the Security Agent in respect of all search, filing, recording
and registration fees, and all taxes, excise taxes and other similar imposts
which may be payable or determined to be payable in respect of the execution
and delivery of this Agreement and each other Security Document. The
obligations of the Borrower under this Section 6.8 shall survive the
termination of the other provisions of this Agreement.

Section 6.9 Indemnification. The Borrower shall pay,
indemnify, and hold the Security Agent and each Secured Party harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including, without limitation, the
reasonable fees and disbursements of counsel) and disbursements of any kind or
nature with respect to the execution, delivery, enforcement, performance and
administration of this Agreement and the other Security Documents
(collectively, the "Indemnified Liabilities"), unless arising solely from the
gross negligence or willful misconduct of such indemnified party. In any suit,
proceeding or action brought, in accordance with the provisions of this
Agreement or any other Security Document, by the Security Agent under or with
respect to any contract, agreement, interest or obligation constituting part of
the Collateral for any sum owing thereunder, or to enforce any provisions
hereof or thereof, the Borrower will save, indemnify and keep the Security
Agent and the Secured Parties harmless from and against all expense, loss or
damage suffered by reason of any defense, setoff, counterclaim, recoupment or
reduction of liability whatsoever of the obligor thereunder, arising out of a
breach by the Borrower of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to or in favor of such
obligor or its successors from the Borrower, and

all such obligations of the Borrower shall be and remain enforceable against
and only against the Borrower and shall not be enforceable against the Security
Agent or any Secured Party. The agreements in this Section 6.9 shall survive
the termination of the other provisions of this Agreement.

Section 6.10 Further Assurances. At any time and from time
to time, upon the written request of the Security Agent, and at the expense of
the Borrower, the Borrower will promptly execute and deliver any and all such
further instruments and documents and take such further action (including,
without limitation, the delivery to the Security Agent or its agent of chattel
paper (as defined in the New York Uniform Commercial Code) which constitutes
Collateral) as is necessary or reasonably requested further to perfect, or to
protect the perfection of, the liens and security interests granted under the
Security Documents, including, without limitation, the filing of any financing
or continuation statements under the Uniform Commercial Code in effect in any
relevant jurisdiction. The Borrower also hereby authorizes the Security Agent
to sign and to file any such financing or continuation statements without the
signature of the Borrower to the extent permitted by applicable law, and to
file a carbon, photostatic, photographic or other reproduction of any Security
Document or a Uniform Commercial Code financing statement.

Section 6.11 Application by Secured Parties. The Security
Agent shall have no duty to inquire as to the application by the Administrative
Agent, any Institution, the Issuing Bank, any Bond Trustee, any Secured
Counterparty or any other holders of Senior Debt of any amounts distributed to
them under this Agreement or any other Security Document.

ARTICLE VII

Default Period
--------------
Section 7.1 Default and Acceleration Notices. (a) A Default
Notice or Acceleration Notice shall be effective upon receipt thereof by the
Security Agent. The Security Agent shall be deemed to have received a Default
Notice upon the filing by the Borrower of a voluntary petition of bankruptcy
under the Bankruptcy Code (or the taking of similar action by the Borrower
under the laws of any other jurisdiction). The Security Agent shall be deemed
to have received an Acceleration Notice if an Event Default specified in clause
(i) or (ii) of Section 12.1(e) of the Project Loan Agreement occurs with
respect to the Borrower. A Default Notice or Acceleration Notice, once
effective, shall remain in effect unless and until it is canceled as provided
in Section 7.1(b).

(b) The Secured Party or Secured Parties which have given a
Default Notice or Acceleration Notice shall be entitled to cancel it by
delivering a Cure Notice or other written notice of cancellation to the
Security Agent (i) prior to the commencement of the exercise of remedies by the
Security Agent pursuant to the Security Documents or (ii) thereafter, if the
Security Agent reasonably believes that any such exercise of remedies may be
reversed without undue difficulty. In addition, (i) the Required Secured
Parties shall be entitled to cancel any Default Notice at any time by
delivering a written notice of cancellation to the Security Agent, and (ii) any
Acceleration Notice may be cancelled by written notice to the Security Agent in

accordance with the provisions of the last paragraph of Section 12.2 of the
Project Loan Agreement.

(c) Promptly upon receipt by the Security Agent of a Default
Notice or Acceleration Notice or any Cure Notice or other written notice of
cancellation thereof delivered pursuant to Section 7.1(b), the Security Agent
shall deliver a copy thereof to the Borrower and each Secured Party.

Section 7.2 General Authority of the Security Agent over the
Collateral. The Borrower hereby irrevocably constitutes and appoints the
Security Agent and any officer or agent thereof, with full power of
substitution as among such officers and agents, as its true and lawful
attorney-in-fact with full power and authority in the name of the Borrower or
in its own name, from time to time in the Security Agent's reasonable
discretion during a Default Period to take any and all appropriate action and
to execute any and all documents and instruments which may be necessary or
desirable to carry out the terms of this Agreement and the other Security
Documents (but subject to the terms hereof and thereof) and to accomplish the
purposes hereof and thereof; and, without limiting the generality of the
foregoing, the Borrower hereby gives the Security Agent, during any Default
Period, the power and right on behalf of the Borrower, without notice to or
further assent by the Borrower, to: (i) ask for, demand, ▇▇▇ for, collect,
receive and give acquittance for any and all moneys due or to become due upon,
or in connection with, the Collateral; (ii) receive, take, endorse, assign and
deliver any and all checks, notes, drafts, acceptances, documents and other
negotiable and non-negotiable instruments taken or received by the Security
Agent as, or in connection with, the Collateral; (iii) commence, prosecute,
defend, settle, compromise or adjust any claim, suit, action or proceeding with
respect to, or in connection with, the Collateral; (iv) sell, transfer, assign
or otherwise deal in or with the Collateral or any part thereof as fully and
effectively as if the Security Agent were the absolute owner thereof; (v)
exercise all remedies provided for by the Security Documents; and (vi) do, at
its option and at the expense and for the account of the Borrower, at any time
or from time to time, all acts and things which the Security Agent reasonably
deems necessary to perfect the liens and security interests of the Security
Agent in the Collateral, to protect or preserve the Collateral and to realize
upon the Collateral. The Borrower hereby ratifies all that said
attorneys-in-fact shall lawfully do or cause to be done by virtue hereof. This
power of attorney is a power coupled with an interest and shall be irrevocable.

Section 7.3 Right to Initiate Proceedings. During any
Default Period, the Security Agent, subject to the provisions of Sections
7.4(b) and 8.4, (i) shall have the right and power to institute and maintain
such suits and proceedings as it may reasonably deem appropriate to protect and
enforce the rights vested in it by this Agreement and each other Security
Document and (ii) may either after entry, or without entry, proceed by suit or
suits at law or in equity to enforce such rights and to foreclose upon the
Collateral and to sell all or, from time to time, any of the Collateral, in
each case in accordance with the provisions of the relevant Security Document,
under the judgment or decree of a court of competent jurisdiction or pursuant
to the power of sale granted to it in the Security Documents.

Section 7.4 Exercise of Powers; Instructions of Required
Secured Parties. (a) All of the powers, remedies and rights of the Security
Agent set forth in or contemplated by this Agreement may be exercised by the
Security Agent in respect of each other Security Document

as though set forth in full therein, and all of the powers, remedies and rights
of the Security Agent and the Secured Parties as set forth in each Security
Document may be exercised from time to time as herein and therein provided. In
the event of any inconsistency between this Agreement and any other Security
Document, the provisions of this Agreement shall be controlling.

(b) During any Default Period, the Required Secured Parties
may deliver one or more notices (any such notice, a "Notice of Action") from
time to time to the Security Agent directing the Security Agent to exercise, to
partially exercise or not to exercise one or more of the rights and remedies
available to the Security Agent under this Agreement and the other Security
Documents. The Security Agent shall deliver to each Secured Party a copy of
each Notice of Action promptly after receipt thereof. The Security Agent shall
exercise the rights and remedies and take the other actions described in a
Notice of Action at the time or times specified in such Notice of Action.
Notwithstanding anything in this Agreement or the other Security Documents to
the contrary, during a Default Period, if the Security Agent has not received a
Notice of Action, the Security Agent agrees with the Secured Parties that it
shall not foreclose on, or assert or exercise any right or remedy otherwise
available to it under this Agreement or any other Security Document with
respect to, all or any portion of the Collateral.

(c) All Proceeds of Collateral received by the Security Agent
from the exercise of its rights and remedies under this Agreement and the other
Security Documents shall be applied as set forth in Section 5.15(d).

Section 7.5 Remedies Not Exclusive. (a) No right or remedy
conferred upon or reserved to the Security Agent herein or in the other
Security Documents is intended to be exclusive of any other right or remedy,
but every such right and remedy shall be cumulative and shall be in addition to
every other right and remedy conferred herein or in any other Security Document
or now or hereafter existing at law or in equity or by statute.

(b) No delay or omission by the Security Agent to exercise
any right, remedy or power hereunder or under any other Security Document shall
impair any such right, remedy or power or shall be construed to be a waiver
thereof, and every right, power and remedy given by this Agreement or any other
Security Document to the Security Agent may be exercised from time to time and
as often as may be deemed expedient by the Security Agent.

(c) If the Security Agent shall have proceeded to enforce any
right, remedy or power under this Agreement or any other Security Document and
the proceeding for the enforcement thereof shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Security Agent, then the Borrower, the Security Agent and the Secured Parties
shall, subject to any effect of or determination in such proceeding, severally
and respectively be restored to their former positions and rights hereunder or
thereunder and in all other respects, and thereafter all rights, remedies and
powers of the Security Agent shall continue as though no such proceeding had
been taken.

(d) All rights of action and of asserting claims upon or
under this Agreement and the other Security Documents may be enforced by the
Security Agent without the possession of any document or instrument evidencing
or relating to any Secured Obligation or the production

thereof at any trial or other proceeding relative thereto; any suit or
proceeding instituted by the Security Agent shall be, subject to the provisions
of Section 2.5(d), brought in its name as Security Agent; and any recovery of
judgment shall be held as part of the Collateral.

Section 7.6 Waiver and Estoppel. (a) To the extent it may
lawfully do so, the Borrower agrees that, during any Default Period, it will
not at any time in any manner whatsoever claim or take the benefit or advantage
of any appraisement, valuation, stay, extension, moratorium, turnover or
redemption law, or any law permitting it to direct the order in which the
Collateral shall be sold, now or at any time hereafter in force, which may
delay, prevent or otherwise affect the performance or enforcement of this
Agreement or any other Security Document, and the Borrower hereby waives all
benefit or advantage of all such laws, to the extent that it may lawfully do
so, and covenants that it will not hinder, delay or impede the execution of any
power granted to the Security Agent in this Agreement or any other Security
Document but will suffer and permit the execution of every such power as though
no such law were in force.

(b) To the extent it may lawfully do so, the Borrower, on
behalf of itself and all who claim through or under it (including, without
limitation, any and all subsequent creditors, vendees, assignees and lienors),
hereby waives and releases all rights to demand or to have any marshalling of
the Collateral upon any sale during any Default Period whether made under any
power of sale granted herein or in any other Security Document or pursuant to
judicial proceedings or upon any foreclosure or any enforcement of this
Agreement or any other Security Document and consents and agrees that all the
Collateral may at any such sale be offered and sold publicly or privately as an
entirety or in lots as the Security Agent and the other Secured Parties may
determine.

(c) To the extent it may lawfully do so, the Borrower hereby
waives presentment, demand, protest and any notice of any kind (including,
without limitation, notice of intent to accelerate maturity or notice of
acceleration of maturity, except notices explicitly required hereunder or under
the Senior Debt Agreements or the other Security Documents) in connection with
this Agreement and the other Security Documents and any action taken by the
Security Agent with respect to the Collateral during any Default Period.

Section 7.7 Limitation on Security Agent's Duty in Respect of
Collateral. The Security Agent shall not have any duty to the Borrower or to
the Secured Parties as to any Collateral in its possession or control or in the
possession or control of any of its agents or nominees, or as to any income
thereon or as to the preservation of rights against prior parties or any other
rights pertaining thereto, except as specifically provided in this Agreement or
any other Security Document and except that the Security Agent shall hold the
Collateral in its custody with the same degree of care as similar property
owned by it at such time.

Section 7.8 Limitation by Law. All rights, remedies and
powers provided herein may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the
provisions hereof are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent
necessary so that they will not render this Agreement invalid, unenforceable in
whole or in part or not entitled to be recorded, registered or filed under the
provisions of any applicable law.

Section 7.9 Future Right, Title and Interest. The Borrower
hereby agrees that it will defend the Security Agent's and the Secured Parties'
right, title and interest in and to the Collateral and the Proceeds thereof
against the claims and demands of all Persons whomsoever; and further agrees
that it will have like title to and right to ▇▇▇▇▇ ▇ ▇▇▇▇ on and security
interest in all other property at any time hereafter granted to the Security
Agent as Collateral under the Security Documents and will likewise defend the
Security Agent's and the Secured Parties' right thereto and security interest
therein.

ARTICLE VIII

Certain Agreements of the Secured Parties
-----------------------------------------

Section 8.1 Secured Obligations Pari Passu. All Secured
Obligations shall (a) be entitled to the benefits of this Agreement and the
other Security Documents, (b) rank pari passu without any preference among
Secured Obligations by reason of date of incurrence or otherwise and (c) be
equally and ratably secured by the Collateral, except as otherwise provided in
Section 3.2.

Section 8.2 Pro Rata Sharing. (a) If, through the operation
of any bankruptcy, reorganization, insolvency or other laws or otherwise, the
Security Agent's security interest hereunder and under the other Security
Documents is enforced with respect to some, but not all, of the Secured
Obligations then outstanding, the Security Agent shall nonetheless apply all
Proceeds for the benefit of the holders of all Secured Obligations in the
proportions and subject to the priorities specified herein or in the other
Security Documents. To the extent that the Security Agent applies Proceeds as
set forth in the preceding sentence collected with respect to Secured
Obligations held by one Secured Party to or on behalf of Secured Obligations
held by a second Secured Party, the first Secured Party shall be deemed to have
purchased a participation in the Secured Obligations held by the second Secured
Party, or shall be subrogated to the rights of the second Secured Party to
receive any subsequent payments and distributions made with respect to the
portion thereof paid or to be paid by the application of such Proceeds.

(b) Subject to Section 8.2(a) above, if any Secured Party (a
"benefitted Secured Party") shall, in its capacity as a holder of Senior Debt,
at any time receive any payment of all or part of its Senior Debt or interest
thereon (whether voluntary or involuntary, through the exercise of any right of
setoff under the Senior Debt Agreements or by operation of law, or otherwise),
in a greater proportion than any such payment to any other Secured Party in
respect of such other Secured Party's Senior Debt or interest thereon, then,
unless any Senior Debt Agreement specifically provides for such payment to be
made to the holders of Senior Debt (or a portion of such holders) on a
non-proportionate basis, such benefitted Secured Party shall, promptly upon
becoming aware thereof or upon receipt of notice by the Security Agent to such
effect, pay to the Security Agent for the account of the other Secured Parties
entitled thereto the portion of such payment of the Senior Debt, or interest
thereon, which was made on a non- proportionate basis, for distribution by the
Security Agent in accordance with the provisions of this Agreement and the
other Senior Debt Agreements. Until such time as the provisions of the
immediately preceding sentence have been complied with, the benefitted Secured
Party shall be

deemed to hold such amount required to be returned to the Security Agent in
trust for the other Secured Parties entitled thereto.

Section 8.3 Turnover of Collateral. If any Secured Party
(other than the Security Agent) acquires custody, control or possession of any
Collateral or Proceeds (other than pursuant to a disposition or distribution
thereof to such Secured Party in accordance with the provisions of this
Agreement or the other Security Documents), such Secured Party shall promptly
cause such Collateral or Proceeds to be delivered to or put in the custody,
possession or control of the Security Agent for disposition or distribution in
accordance with the provisions of this Agreement and the other Security
Documents. Until such time as the provisions of the immediately preceding
sentence have been complied with, such Secured Party shall be deemed to hold
such Collateral and Proceeds in trust for the parties entitled thereto
hereunder.

Section 8.4 No Bankruptcy Filings or Foreclosure. Each of
the Secured Parties hereby agrees that, except with the prior written consent
of the Required Secured Parties, it shall not: (i) commence any bankruptcy or
insolvency proceeding with respect to the Borrower or any Partner; or (ii)
attempt to foreclose on, or assert or exercise any right or remedy available to
it under this Agreement or any other Security Document with respect to, all or
any portion of the Collateral.

Section 8.5 No Loans; No Liens. Except as contemplated by
the Senior Debt Agreements, none of the Secured Parties shall (a) extend credit
or make any loans or advances or issue any letters of credit to the Borrower
which shall be in addition to those provided for in the Senior Debt Agreements
as in effect on the date hereof and which shall be secured by any security
interest, lien, pledge or mortgage covering any assets of the Borrower
whatsoever, or (b) accept any further grant from the Borrower of any mortgage
lien on, security interest in, or pledge of, any collateral which is not
granted equally and ratably to all of the Secured Parties.

Section 8.6 Security Interests. The Security Agent, each
Bank, each Institution and each Secured Counterparty hereby agrees that the
liens and security interests granted to the Security Agent under the Security
Documents shall be treated, as among the Secured Parties, as having equal
priority and shall at all times be shared by the Secured Parties as provided
herein.

Section 8.7 Intercreditor Agreement Regarding Amendment and
Waiver of Senior Debt Agreements. In addition to any consent requirement
contained in any Senior Debt Agreement, the consent of the Majority Lenders
shall be required in connection with any amendment, supplement, modification or
waiver of any term, provision, covenant or condition of any Senior Debt
Agreement (including without limitation this Agreement) except as otherwise
provided below:

(a) in addition to the consent of the Majority Lenders, the
consent of each affected Lender shall be required in connection with any
amendment, supplement, modification or waiver of any Note or the Project Loan
Agreement which would reduce the amount or change the scheduled date of
maturity of any Note held by such Lender or the amount or scheduled date of any
installment of principal thereof, or reduce the stated rate of any interest,
premium or fee or other amount payable thereunder or extend the scheduled date
of any payment thereof or change the amount or change the expiration date of
such Lender's Commitments;

(b) in addition to the consent of the Majority Lenders, the
consent of the Issuing Bank shall be required in connection with any amendment,
supplement, modification or waiver of Section 5, 6, 7.1, 7.9 or 7.10 of the
Project Loan Agreement or any other provision of the Project Loan Agreement
which would reduce the rate of any fee or other amount payable thereunder to
the Issuing Bank or extend the scheduled date of any payment thereof or
increase the amount or extend the expiration date of the Total VP Letter of
Credit Commitments or the Total Bond Letter of Credit Commitments; provided
that the Issuing Bank shall not agree to any extension of a Construction VP
Expiration Date, a Term VP Expiration Date or a Bond L/C Expiration Date
without the prior written consent of all of the Banks;

(c) the consent of all of the Lenders shall be required in
connection with any amendment, supplement, modification or waiver of (i)
Section 14.1 of the Project Loan Agreement, (ii) paragraphs (1) through (7) of
Section 12.2 of the Project Loan Agreement or (iii) Section 9.3 of this
Agreement;

(d) the consent of the Majority Banks shall be required to
waive any one or more of the conditions precedent set forth in Section 9.3,
9.4, 9.5 or 9.6 of the Project Loan Agreement;

(e) in addition to the consent of the Majority Lenders, the
consent of the Administrative Agent shall be required in connection with any
amendment, supplement, modification or waiver of Section 13 of the Project Loan
Agreement;

(f) the consent of each Secured Party shall be required (i)
to release all or any part of the Collateral except in accordance with the
Security Documents or Section 11.7 of the Project Loan Agreement as in effect
on the date hereof, (ii) to amend, supplement, modify or waive any provision of
this Article VIII and (iii) in connection with any amendment, supplement or
other modification of the definition of "Majority Banks", "Majority
Institutions", "Majority Lenders", "Required Secured Parties", "Secured
Obligations" or "Senior Debt" (as such terms are defined herein and used in the
Financing Documents);

(g) in addition to the consent of the Majority Lenders, the
consent of the Security Agent shall be required in connection with any
amendment, supplement, modification or waiver of Article II or Section 7.7 of
this Agreement;

(h) the consent of the Required Secured Parties shall be
required in connection with any amendment, supplement, modification or waiver
of Section 7.4(b) or 8.4 of this Agreement; and

(i) without the consent of any Secured Party, the Security
Agent, at any time and from time to time, (i) may enter into one or more
Security Deposit Agreement Supplements, Bank Transfer Supplements or
Institutional Transfer Supplements to add additional Secured Parties hereto in
accordance with Section 9.4 and (ii) may enter into one or more other
agreements supplemental hereto or supplemental to the Project Mortgage, in form
satisfactory to the Security Agent, to mortgage or pledge to the Security
Agent, or grant a security interest in favor of the Security Agent in, any
property or assets as security or additional security for the

Secured Obligations, including without limitation, as contemplated by Section
10.16 of the Project Loan Agreement.

Section 8.8 Voting Rights Following True-Up. For purposes of
(a) determining whether the consent of the "Majority Lenders", "Majority
Institutions", "Majority Banks" or "Required Secured Parties" shall have been
obtained in any circumstance under the Senior Debt Agreements or (b) the voting
of any claim, or the voting in respect of or determining whether consent has
been obtained in connection with any plan or other matter, in any bankruptcy,
reorganization or insolvency of the Borrower, in each case at and after the
purchase by any Bank of Participation Interests pursuant to its True-Up
Obligation under Section 14.10(b) of the Project Loan Agreement, (i) the
portion of the Institutional Notes represented by such Participation Interests
shall be deemed to be not outstanding and (ii) there shall be included as part
of the principal amount of Bank Project Loans held by such Bank the amount of
the Participation Interests purchased by such Bank, unless and until such
purchase of Participation Interests shall be rescinded as provided in clause
(vii) of said Section 14.10(b).

Section 8.9 Bond Trustee and Bondholders. Without limiting
the generality of Section 8.10 and notwithstanding anything in this Agreement
or any other Security Document to the contrary, neither any Bond Trustee (other
than any Secured Bond Trustee) or any holder of Bonds shall be a Secured Party
for any purpose under this Agreement or any other Security Document or be
entitled to the benefits hereof or thereof or in, to and under the Collateral.

Section 8.10 Beneficiaries. The agreements contained in this
Article VIII are intended only for the benefit of the Secured Parties, and no
Person (including, without limitation, the Borrower, the Partners and Southern
and its Affiliates) other than the Secured Parties shall have any rights under
this Article VIII. The Borrower hereby consents to the agreements contained in
this Article VIII and consents to any exercise of rights by the Security Agent
and the Secured Parties pursuant to this Article VIII.

ARTICLE IX

Miscellaneous
-------------

Section 9.1 Notices. All notices, requests and demands to or
upon the respective parties hereto to be effective shall be in writing
(including by telex, telecopy or telegraph), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered
by hand or, in the case of notice given by mail, private courier, overnight
delivery service or telecopy, when received, or, in the case of telegraphic
notice, when delivered to the telegraph company, or, in the case of telex
notice, when sent, answerback received, addressed as follows in the case of the
Borrower and the Security Agent, and in accordance with Section 6.2 in the case
of the Secured Parties:

The Borrower: Birchwood Power Partners, L.P.
c/o SEI Birchwood, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

The Security Agent: Credit Suisse
Tower 49
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Project Finance
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

Any party hereto may change its address for notices, requests and demands by
notice to the other parties in the manner provided in this Section 9.1.

Section 9.2 No Waivers. No failure on the part of the
Security Agent or any other Secured Party to exercise, no course of dealing
with respect to, and no delay in exercising, any right, power or privilege
under this Agreement or any other Security Document shall operate as a waiver
thereof nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.

Section 9.3 Amendments, Supplements and Waivers of this
Agreement. This Agreement may not be amended or modified except in accordance
with the provisions of this Section 9.3. Except as otherwise specifically
provided in Section 8.7, with the written consent of the Majority Lenders, the
Security Agent and the Borrower may from time to time enter into an amendment,
supplement, waiver or other modification of this Agreement; provided that any
amendment, supplement, waiver or other modification of Article VIII shall not
require the consent of, and need not be executed by, the Borrower. Any such
amendment, supplement, waiver or other modification shall be binding upon the
Borrower, the Secured Parties and the Security Agent and their respective
successors.

Section 9.4 Additional Secured Parties. (a) Each Purchasing
Bank and Purchasing Institution meeting the requirements of Section 14.7 and
14.8, respectively, of the Project Loan Agreement shall become a party hereto
by executing and delivering to the Security Agent an original Bank Transfer
Supplement or Institutional Transfer Supplement, as the case may be. Each
Interest Rate Hedging Counterparty specified in clause (i) of the definition
thereof which shall enter into an Interest Rate Hedging Agreement after the
execution and delivery of this Agreement shall become a party hereto by
executing and delivering, concurrently with its execution and delivery of an
Interest Rate Hedging Agreement in accordance with Section 10.21 of the Project
Loan Agreement, a Security Deposit Agreement Supplement substantially in the
form of Exhibit A (a "Security Deposit Agreement Supplement") and delivering an
original thereof to the Security Agent. Each successor Administrative Agent
and successor Security Agent appointed pursuant to Section 13.1(i) of the
Project Loan Agreement or Section 2.6 hereof, as the case may be, shall, upon
accepting its appointment as such, automatically and without

further act become a party hereto, as Administrative Agent or Security Agent,
as the case may be. In the event Unsupported Bonds are issued in accordance
with Section 10.25 of the Project Loan Agreement, the Bond Trustee party to the
Bond Indenture pursuant to which such Unsupported Bonds are issued shall become
a party hereto, as a Secured Bond Trustee, by executing a Security Deposit
Agreement Supplement and delivering an original thereof to the Security Agent.
Upon receipt of any Bank Transfer Supplement, Institutional Transfer Supplement
or Security Deposit Agreement Supplement in accordance with this Section
9.4(a), the Security Agent shall promptly deliver a copy thereof to the
Borrower and each Secured Party.

(b) Subject to compliance with the provisions of Section
9.4(a), each Security Deposit Agreement Supplement shall become effective upon
the execution thereof and delivery to the Security Agent. Upon receipt by the
Security Agent of an executed Security Deposit Agreement Supplement, Bank
Transfer Supplement or Institutional Transfer Supplement in accordance with
Section 9.4(a), and upon the appointment of a successor Administrative Agent or
successor Security Agent, the Purchasing Bank, Purchasing Institution, Interest
Rate Hedging Counterparty or Bond Trustee party thereto, or such successor
Administrative Agent or successor Security Agent, as the case may be, shall
become a "Secured Party" for all purposes under this Agreement and the other
Security Documents, entitled to the benefits hereof and thereof and subject to
the limitations on its rights as a Secured Party, in each case, as if
originally a party hereto; provided that, notwithstanding anything in this
Agreement or any other Security Document to the contrary, holders of
Unsupported Bonds shall not be Secured Parties for any purpose under this
Agreement or any other Security Document, and shall not be entitled to the
benefits hereof or thereof or in, to and under the Collateral except through
the Secured Bond Trustee party to the Bond Indenture pursuant to which such
Unsupported Bonds were issued.

Section 9.5 Headings. The table of contents and the headings
of Articles and Sections have been included herein for convenience only and
should not be considered in interpreting this Agreement.

Section 9.6 Severability. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall not invalidate
the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.

Section 9.7 Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of each of the parties hereto and shall
inure to the benefit of each of the Secured Parties and their respective
successors and assigns, and nothing herein is intended or shall be construed to
give any other Person any right, remedy or claim under, to or in respect of
this Agreement or any Collateral. Without the prior written consent of each of
the Secured Parties, the Borrower may not assign or transfer any of its rights
or obligations under this Agreement or any other Security Document.

Section 9.8 Counterparts. This Agreement may be signed by
one or more of the parties hereto on any number of separate counterparts, and
all such counterparts taken together shall be deemed to constitute one and the
same instrument.

Section 9.9 Termination. (a) Upon the earlier of (i)
receipt by the Security Agent from each Secured Party of a written direction to
cause the Liens created by the Security Documents to be released and discharged
or (ii) payment in full of all Secured Obligations and the termination of all
Commitments under the Project Loan Agreement, the Liens created by the Security
Documents shall terminate forthwith and all right, title and interest of the
Security Agent in and to the Collateral shall revert to the Borrower and its
successors and assigns.

(b) Upon the termination of the Security Agent's Liens and
the release of the Collateral in accordance with Section 9.9(a), the Security
Agent will promptly, at the written request and expense of the Borrower, (i)
execute and deliver to the Borrower such documents as the Borrower shall
reasonably request to evidence the termination of such Liens or the release of
the Collateral and (ii) deliver or cause to be delivered to the Borrower all
property of the Borrower then held by the Security Agent or any agent or
nominee thereof.

(c) This Agreement shall terminate when the Liens granted
under the Security Documents have terminated and the Collateral has been
released in accordance with Section 9.9(a); provided that the provisions of
Sections 6.7, 6.8 and 6.9 shall not be affected by any such termination.

SECTION 9.10 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 9.11 Submission To Jurisdiction; Waivers. The
Borrower hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action
or proceeding relating to this Agreement and the other Security
Documents, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and appellate courts
from any thereof;

(b) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

(c) agrees that nothing herein shall affect the right to
effect service of process in any manner permitted by law or shall
limit the right to ▇▇▇ in any other jurisdiction; and

(d) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or
proceeding referred to in this Section any special, exemplary,
punitive or consequential damages, other than, in the case of punitive
damages, with respect to any Secured Party or the Security Agent which
engages in willful misconduct.

SECTION 9.12 WAIVERS OF JURY TRIAL. THE BORROWER, THE
SECURITY AGENT AND THE SECURED PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER SECURITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

IN WITNESS WHEREOF, the parties hereto have caused this
Security Deposit and Intercreditor Agreement to be duly executed and delivered
in New York, New York by their proper and duly authorized officers as of the
day and year first above written.

BIRCHWOOD POWER PARTNERS, L.P.

By SEI Birchwood, Inc., a General Partner

By: ___________________________
Name:
Title:

By Birchwood Development Corp.,
a General Partner

By: ___________________________
Name:
Title:

CREDIT SUISSE,
as Security Agent

By: ________________________________
Name:
Title:

CREDIT SUISSE,
as Administrative Agent, Issuing
Bank, a Bank, a Secured
Counterparty and as a Secured
Party

By: ________________________________
Name:
Title:

BANQUE PARIBAS, NEW YORK BRANCH
as a Bank and as a Secured Party

By: ________________________________
Name:
Title:

BANQUE PARIBAS, PARIS, as a Secured Party
and as a Secured Counterparty

By: ________________________________
Name:
Title:

BARCLAYS BANK PLC,
as a Bank, a Secured Counterparty
and as a Secured Party

By: ________________________________
Name:
Title:

UNION BANK OF CALIFORNIA,
as a Bank, a Secured Counterparty, and as a
Secured Party

By: ________________________________
Name:
Title:

▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE
COMPANY, as an Institution and as
a Secured Party

By: ________________________________
Name:
Title:

▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE LIFE
INSURANCE COMPANY, as an
Institution and as a Secured Party

By: ________________________________
Name:
Title:

MELLON BANK, N.A., AS TRUSTEE FOR
AT&T MASTER PENSION TRUST, as an
Institution and as a Secured Party

By: ________________________________
Name:
Title:

MELLON BANK, N.A., AS TRUSTEE FOR
NYNEX MASTER PENSION TRUST, as an
Institution and as a Secured Party

By: ________________________________
Name:
Title:

COMMONWEALTH OF PENNSYLVANIA
STATE EMPLOYES' [sic] RETIREMENT
SYSTEM, as an Institution and as a Secured Party

By ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company,
as Investment Adviser

By: ________________________________
Name:
Title:

ALLSTATE INSURANCE COMPANY,
as an Institution and as a
Secured Party

By: ________________________________
Name:
Title:

ALLSTATE LIFE INSURANCE COMPANY,
as an Institution and as a
Secured Party

By: ________________________________
Name:
Title:

ALLSTATE LIFE INSURANCE COMPANY
OF NEW YORK, as an Institution and as a
Secured Party

By:
________________________________
Name:
Title:

NEW YORK LIFE INSURANCE COMPANY,
as an Institution and as a
Secured Party

By: ________________________________
Name:
Title:

COMPOSITE
(through 4/96)

Annex A
-------

DEFINITIONS
-----------

The terms defined herein relate to the Project Loan Agreement
(as defined below) and certain other Loan Documents executed, or to be
executed, in connection with the transactions contemplated by the Project Loan
Agreement. If, and to the extent that, the Project Loan Agreement shall be
amended, modified or supplemented from time to time pursuant to the terms
thereof, this Annex and the Annex to each Loan Document that incorporates this
Annex shall be, or be deemed to have been, amended, modified or supplemented
concurrently with the execution and delivery of each such amendment,
modification or supplement of the Project Loan Agreement, in order to conform
the definitions herein to the new or amended definitions set forth in or
required by each such amendment, modification or supplement of the Project Loan
Agreement. The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

"Access and Utility Easement Agreement": the Access and
Utility Easement, dated as of April 21, 1994, among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, the Greenhouse Operator and the Borrower, amended, supplemented
or otherwise modified from time to time in accordance with Section 11.12(a) of
the Project Loan Agreement.

"Accounts": the Institutional Loan Proceeds Account, the
Construction Account, the Accrued Interest Account, the Repair and Maintenance
Account, the Debt Service Reserve Account, the Project Control Account, the
Additional Collateral Account, the Special Payment Account, the Final
Completion Escrow Account, the Insurance and Property Tax Reserve Account, the
Greenhouse Reserve Account, Bond Transfer Accounts and the Distributions
Account.

"Accrued Interest Account": the Accrued Interest Account
established and maintained pursuant to the Security Deposit Agreement.

"Additional Collateral Account": the Additional Collateral
Account established and maintained pursuant to the Security Deposit Agreement.

"Additional Contract": any contract entered into by the
Borrower after the execution and delivery of the Project Loan Agreement,
providing for (i) the transmission or sale by the Borrower of any of the
Facility's electrical or steam output; (ii) the supply or
69
2

transportation of Coal to the Facility; (iii) the removal of ash or other
by-products from the Facility; or (iv) the financing or leasing of equipment or
the supply of goods or services essential to the operation of the Facility
(other than employment contracts and contracts involving less than $500,000
annually or having a maximum term (including renewal options) of less than six
months).

"Administrative Agent": Credit Suisse, in its capacity as
administrative agent for the Banks, or any successor in such capacity appointed
pursuant to Section 13.1(i) of the Project Loan Agreement.

"Affiliate": as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control
with, that Person. For the purposes of this definition, "control" (including,
with correlative meanings, the terms "controlling," "controlled by" and "under
common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting securities
or partnership or other ownership interests or by contract or otherwise;
provided that any Person owning, directly or indirectly, 10% or more of the
securities having ordinary voting power for the election of directors or other
members of the governing body of a corporation, or 10% or more of the
partnership or other ownership interests of any other Person, is deemed to
control such corporation or other Person.

"Agents": the Administrative Agent and the Security Agent.

"Aggregate Prepayment Amount": as defined in Section 7.4(b)
of the Project Loan Agreement.

"Agreement": as used in any Loan Document, such Loan
Document, as amended, supplemented or otherwise modified and in effect from
time to time.

"Annual O&M Bonus": as defined in Section 1.2 of the Security
Deposit Agreement.

"Anticipated Commercial Operations Date": as defined in the
Power Purchase Agreement.

"Applicable Bank Loan Margin": for each Type of Bank Loan
during the applicable period set forth in Schedule 2 to the Project Loan
Agreement, the rate per annum set forth under the relevant column heading in
said Schedule 2.

"Applicable Institutional Loan Margin": with respect to each
Institutional Loan, the "Applicable Institutional Loan Margin" determined in
accordance with the Institutional Note evidencing such Institutional Loan.

"Arch": Arch Mineral Corporation.

"Arch Back-Up Coal Supply Agreement": the Agreement dated as
of May 18, 1994 among Arch, Cumberland River Coal Company, ACS Sales Company,
the Coal Transporter and the Borrower, as amended, supplemented or otherwise
modified from time to time in accordance with Section 11.12(a) of the Project
Loan Agreement.

"Ash Disposal Agreement": the Ash Disposal Agreement dated as
of May 6, 1994 between JTM Industries, Inc. and the Borrower, relating to ash
hauling and disposal services in respect of the Facility, as amended,
supplemented or otherwise modified from time to time in accordance with the
provisions of Section 11.12(a) of the Project Loan Agreement.

"Available Loan Commitments": at any time, the excess of (a)
the Total Loan Commitments (other than the Total Bank L/C Loan Commitments)
over (b) the aggregate principal amount of Loans (other than Bank L/C Loans and
Bank Liquidity Loans) then outstanding.

"Bank Commitment Percentage": at any time:

(a) with respect to any Bank, a fraction (expressed as a
percentage), the numerator of which is the sum of (i) the aggregate
unpaid principal amount of Bank Loans then outstanding, (ii) the
unused portion of the Total Bank Loan Commitments then in effect and
(iii) the Letter of Credit Exposure at such time, and the denominator
of which is the Total Exposure; and

(b) with respect to any Interest Rate Hedging
Counterparty, a fraction (expressed as a percentage), the numerator of
which is the aggregate amount of Swap Termination Obligations
calculated as of such day, and the denominator of which is the Total
Exposure.

As used in this definition, "Total Exposure" means, at any time, the sum of (i)
the aggregate unpaid principal amount of Loans then outstanding, (ii) the
unused portion of the Total Bank Loan Commitments then in effect, (iii) the
Letter of Credit Exposure at such time and (iv) the aggregate amount of Swap
Termination Obligations calculated as of such day.

"Bank Default Rate": (a) with respect to any Base Rate Loan,
for each date during the applicable period, the rate applicable pursuant to
paragraph (b) of Section 3.7 of the Project Loan Agreement plus 2.0%, (b) with
respect to any C/D Rate Loan or Eurodollar Loan, during the Bank Loan Interest
Period with respect thereto, the rate applicable during such Bank Loan Interest
Period pursuant to paragraph (a) or (c), as the case may be, of Section 3.7 of
the Project Loan Agreement plus 2.0% and (c) with respect to any other amount
payable by the Borrower, the Base Rate plus the Applicable Bank Loan Margin for
Base Rate Loans plus 2.0%.

"Bank Fee Letter": the letter agreement dated the date of the
Project Loan Agreement among the Co- Agents, the Administrative Agent and the
Borrower setting forth certain fees payable by the Borrower to the
Administrative Agent and the Banks.

"Bank L/C Loans": Bank Loans the proceeds of which are to be
used solely as provided in Section 10.1(b)(ii) of the Project Loan Agreement.

"Bank L/C Note": as defined in Section 3.3(b) of the Project
Loan Agreement.

"Bank Liquidity Loan": Bank Loans the proceeds of which are
to be used solely to finance Bond Reimbursement Obligations arising in respect
of Liquidity Drawings as provided in Section 10.1(b)(iii) of the Project Loan
Agreement.

"Bank Liquidity Note": as defined in Section 3.3(c) of the
Project Loan Agreement.

"Bank Loan Commitment Period": (a) with respect to Bank
Project Loans, the period commencing on and including the first day of the
Construction Period to and including the last day thereof, (b) with respect to
Bank L/C Loans made to finance Construction VP Reimbursement Payments, the
period commencing on and including the first day of the Construction Period to
and including the termination of the Construction VP Letter of Credit in
accordance with Section 6.5 of the Project Loan Agreement, (c) with respect to
Bank L/C Loans made to finance Term VP Reimbursement Payments, the period
commencing on and including the date on which the Term VP Letter of Credit is
issued to and including the termination thereof in accordance with Section 6.5
of the Project Loan Agreement and (d) with respect to Bank L/C Loans and Bank
Liquidity Loans made to finance Bond Reimbursement Payments under a Bond Letter
of Credit, the period commencing on and including the date on which such Bond
Letter of Credit is issued to and including the termination thereof in
accordance with Section 5.4 of the Project Loan Agreement; provided that Bank
L/C Loans made to refinance Bank Liquidity Loans may be made only on the
applicable Bond L/C Expiration Date.

"Bank Loan Facility": the construction and term credit
facility provided by the Banks to the Borrower pursuant to Section 3 of the
Project Loan Agreement, under which the Banks will make Bank Loans from time to
time in accordance with the terms thereof.

"Bank Loan Final Maturity Date": the fifteenth anniversary of
the Commercial Operations Date.

"Bank Loan Installment Payment Date": as defined in Section
3.4(a) of the Project Loan Agreement.

"Bank Loan Interest Payment Date": (a) as to any Base Rate
Loan, the last day of March, June, September and December of each year,
commencing with the first such day to occur after the Closing Date, and the
date on which such Loan is paid or converted into a Bank Loan of another Type,
(b) as to any Eurodollar Loan having a Bank Loan Interest Period of three
months or less and any C/D Rate Loan having a Bank Loan Interest Period of 90
days or less, the last day of such Bank Loan Interest Period, and (c) as to any
Eurodollar Loan or C/D Rate Loan having a Bank Loan Interest Period longer than
three months or 90 days, respectively, each

day which is three months or 90 days, respectively, or a whole multiple
thereof, after the first day of such Bank Loan Interest Period, and the last
day of such Bank Loan Interest Period.

"Bank Loan Interest Period": (a) with respect to any
Eurodollar Loan:

(i) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such Eurodollar
Loan and ending one, two, three or six months (or, if available to all
of the Banks, nine months, twelve months or longer) thereafter, as
selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and

(ii) thereafter, each period commencing on the last day of
the next preceding Bank Loan Interest Period applicable to such
Eurodollar Loan and ending one, two, three or six months (or, if
available to all of the Banks, nine months, twelve months or longer)
thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the
last day of the then current Bank Loan Interest Period with respect
thereto; and

(b) with respect to any C/D Rate Loan:

(i) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such C/D Rate
Loan and ending 30, 60, 90 or 180 days (or, if available to all of the
Banks, 270 days) thereafter, as selected by the Borrower in its notice
of borrowing or notice of conversion, as the case may be, given with
respect thereto; and

(ii) thereafter, each period commencing on the last day of
the next preceding Bank Loan Interest Period applicable to such C/D
Rate Loan and ending 30, 60, 90 or 180 days (or, if available to all
of the Banks, 270 days) thereafter, as selected by the Borrower by
irrevocable notice to the Administrative Agent not less than two
Business Days prior to the last day of the then current Bank Loan
Interest Period with respect thereto;

provided that all of the foregoing provisions relating to Bank Loan Interest
Periods are subject to the following:

(1) if any Bank Loan Interest Period pertaining to a
Eurodollar Loan would otherwise end on a day that is not a Business
Day, such Bank Loan Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be
to carry such Bank Loan Interest Period into another calendar month,
in which event such Bank Loan Interest Period shall end on the
immediately preceding Business Day;

(2) if any Bank Loan Interest Period pertaining to a C/D Rate
Loan would otherwise end on a day that is not a Business Day, such
Bank Loan Interest Period shall be extended to the next succeeding
Business Day;

(3) any Bank Loan Interest Period pertaining to a Eurodollar
Loan that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the
calendar month at the end of such Bank Loan Interest Period) shall end
on the last Business Day of a calendar month;

(4) the Borrower shall select Bank Loan Interest Periods so
as not to require a payment or prepayment of any Eurodollar Loan or
C/D Rate Loan during a Bank Loan Interest Period for such Loan; and

(5) the Borrower shall not select a Bank Loan Interest Period
that ends after the Bank Loan Final Maturity Date.

"Bank Loans": as defined in Section 3.1 of the Project Loan
Agreement.

"Bank Notes": collectively, the Bank Project Notes, the Bank
L/C Notes and the Bank Liquidity Notes.

"Bank Project Loans": Bank Loans the proceeds of which are to
be used solely to pay Project Costs and otherwise as provided in Section
10.1(b)(i) of the Project Loan Agreement.

"Bank Project Note": as defined in Section 3.3(a) of the
Project Loan Agreement.

"Bank Transfer Supplement": as defined in Section 14.7(b) of
the Project Loan Agreement.

"Bankruptcy Code": Title 11, Unites States Code, as amended
from time to time.

"Banks": the banks and other financial institutions which are
identified as "Banks" in, and are from time to time party to, the Project Loan
Agreement.

"Base Case Projections" as defined in Section 9.1(w) of the
Project Loan Agreement.

"Base Fuel Compensation Price": as defined in Section 10.2 of
the Power Purchase Agreement.

"Base Rate": for any day, a rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Federal
Funds Effective Rate as in effect at such time plus 0.5% and (b) the per annum
rate of interest from time to time publicly announced by the Administrative
Agent at its principal office in the United States as its base lending rate for

domestic (United States) commercial loans (which rate may not be the lowest
rate of interest charged by the Administrative Agent in connection with
extensions of credit to its other customers). For purposes hereof, "Federal
Funds Effective Rate" means, with respect to each day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (i) if such day is not a Business Day,
the Federal Funds Effective Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Effective Rate for such day shall be
the average rate quoted to the Administrative Agent on such day on such
transactions as the Administrative Agent may reasonably determine. If for any
reason the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Effective Rate for any reason, the Base Rate shall be determined
without regard to clause (a) of the first sentence of this definition until the
circumstances giving rise to such inability no longer exist. Any change in the
Base Rate due to a change in the rate referred to in clause (b) of the first
sentence of this definition or in the Federal Funds Effective Rate shall be
effective as of the opening of business on the date of such change in the rate
referred to in such clause (b) or the Federal Funds Effective Rate,
respectively.

"Base Rate Loans": Bank Loans the rate of interest applicable
to which is based on the Base Rate.

"Basic Monthly O&M Fee": as defined in Section 1.2 of the
Security Deposit Agreement.

"Birchwood Development": Birchwood Development Corp., a
Delaware corporation.

"Bond Contribution Amount": as defined in the Southern Equity
Contribution Agreement.

"Bond Documents": collectively, the Bonds and each other
instrument or agreement entered into by the Borrower, the Bond Issuer or any
Bond Trustee in connection with the issuance, sale and marketing from time to
time of the Bonds, including without limitation any Bond Indenture, sale
agreement between the Bond Issuer and the Borrower, Bond purchase agreement,
official statement and remarketing agreement, as amended, supplemented or
otherwise modified from time to time in accordance with Section 11.11(a) of the
Project Loan Agreement.

"Bond Indenture": with respect to each issuance of Bonds, the
indenture executed by the Bond Issuer and the relevant Bond Trustee pursuant to
which such Bonds are issued.

"Bond Issuer": the Industrial Development Authority of King
▇▇▇▇▇▇ County, Virginia.

"Bond L/C Expiration Date": with respect to each Bond Letter
of Credit, the seventh anniversary of the Closing Date, or such later date to
which the Bond L/C Expiration Date with respect to such Bond Letter of Credit
has been extended in accordance with Section 5.6 of the Project Loan Agreement.

"Bond Letter of Credit": each irrevocable direct pay letter
of credit to be issued by the Issuing Bank in favor of the Bond Trustee on any
Business Day during the Construction Period pursuant to Section 5.1(a) of the
Project Loan Agreement, substantially in the form of Exhibit C-3 to the Project
Loan Agreement (with such changes therein as shall be acceptable to the Issuing
Bank and the Majority Banks), as amended, supplemented or otherwise modified
from time to time in accordance with its terms, and any replacement therefor
issued pursuant to Section 5.2(b) of the Project Loan Agreement.

"Bond Letter of Credit Disbursement": any payment or
disbursement made by or on behalf of the Issuing Bank under any Bond Letter of
Credit.

"Bond Letter of Credit Facility": the letter of credit
facility provided by the Issuing Bank and the Banks to the Borrower pursuant to
Section 5 of the Project Loan Agreement, under which the Issuing Bank agrees to
issue the Bond Letters of Credit in accordance with the terms thereof.

"Bond Pledge Agreement": a pledge agreement to be entered
into among the Borrower, the Security Agent and a bond pledge agent with
respect to an issue of Bonds, which shall provide for the pledge of Bonds that
are purchased with the proceeds of a drawing under the related Bond Letter of
Credit and not immediately remarketed and shall be satisfactory in form and
substance to the Administrative Agent and the Majority Institutions.

"Bond Reimbursement Obligations": as defined in Section
5.5(b) of the Project Loan Agreement.

"Bond Reimbursement Payment": as defined in Section 5.5(a) of
the Project Loan Agreement.

"Bonds": the Series 1994A, Series 1994B, Series 1995, Series
1996A and, if issued, Series 1996B tax- exempt private activity bonds issued or
to be issued by the Bond Issuer at the request of the Borrower pursuant to one
or more Bond Indentures in accordance with Section 10.25 of the Project Loan
Agreement, in an original aggregate principal amount not to exceed $50,000,000.

"Bond Transfer Accounts": the Bond Transfer Account-Series
1994A, the Bond Transfer Account-Series 1994B, the Bond Transfer Account-Series
1995, the Bond Transfer Account-Series 1996A and the Bond Transfer Account-
Series 1996B, established and identified as such pursuant to Section 3.1(a) of
the Security Deposit Agreement.

"Bond Trustee": with respect to each issuance of Bonds, the
trustee under the Bond Indenture pursuant to which such Bonds are issued, and
its successors in such capacity appointed in the manner provided for in such
Bond Indenture.

"Borrower": Birchwood Power Partners, L.P., a Delaware
limited partnership.

"Borrower Account": as defined in Section 7.11(b) of the
Project Loan Agreement.

"Borrower Representative": any officer or member of the
management committee of the Borrower or, for so long as it shall be a General
Partner, of SEI Birchwood.

"Borrower Stock Assignment": the Borrower Stock Assignment
made by the Borrower in favor of the Security Agent, substantially in the form
of Exhibit H to the Project Loan Agreement, as amended, supplemented or
otherwise modified from time to time.

"Borrower's Greenhouse Expenses": all payments of any kind
(whether in the form of a capital contribution, investment, loan, advance,
expense payment or otherwise) made by the Borrower to or for the benefit of the
Greenhouse Owner or Greenhouse Operator which are either (a) in excess of
$250,000 in any calendar year or (b) are in any amount to the extent that such
payments have been made for more than six consecutive months; provided that the
Borrower's Greenhouse Expenses shall exclude (i) loans made to the Greenhouse
Owner pursuant to the Greenhouse Loan Agreement, (ii) payments pursuant to the
Steam Sales Agreement and (iii) the proceeds of any withdrawals from the
Greenhouse Reserve Account.

"Borrowing Date": (a) with respect to Bank Loans, any of the
Closing Date, any Monthly Construction Disbursement Date or any Scheduled
Senior Debt Service Payment Date on which the Borrower requests Bank Project
Loans, or any Business Day on which the Borrower requests Bank L/C Loans or
Bank Liquidity Loans, in each case pursuant to Section 3.2 of the Project Loan
Agreement; and (b) with respect to Institutional Loans, any of the Closing Date
or any Monthly Construction Disbursement Date on which the Borrower requests
Institutional Loans pursuant to Section 4.2 of the Project Loan Agreement.

"Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by
law to close and (with respect to Eurodollar Loans only) on which deposits in
foreign currencies and exchange between banks may be carried on in London,
England.

"Business Interruption Insurance Proceeds": any and all
proceeds of any insurance, indemnity, warranty or guaranty payable from time to
time with respect to the partial or complete interruption of the operation of
the Project.

"Buy-Down Amount Proceeds": any and all amounts paid by the
Facility Contractor to the Borrower pursuant to Section 8.1 or 8.6 of the
Facility Construction Contract

or by the Parent Guarantor to the Borrower pursuant to the Facility
Construction Contract Guarantee in respect thereof.

"Buy-Down Prepayment Notice": as defined in Section 7.3(c) of
the Project Loan Agreement.

"Capital Lease": any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee.

"Cash Operating Costs": for any period, the sum of the
following for the Borrower (determined without duplication): (i) all salaries,
bonuses, employee benefits and other compensation paid plus (ii) the cost of
Coal, limestone and other materials and utilities paid, including the
transportation costs paid for transporting Coal, limestone and such other
materials and utilities to the Facility, plus (iii) ash disposal costs paid
plus (iv) insurance premiums paid plus (v) costs of operating and maintaining
the Project (including, without limitation, Major Maintenance Expenses and
other payments made under the Operating and Maintenance Agreement) paid plus
(vi) rent paid under leases permitted by Section 11.15 of the Project Loan
Agreement plus (vii) amounts paid by the Borrower to the Greenhouse Owner
pursuant to the Steam Sales Agreement plus (viii) amounts deposited in the
Repair and Maintenance Account plus (ix) real and personal property, use, sales
and similar taxes paid plus (x) fees paid for accounting, legal and other
professional services plus (xi) general and administrative expenses paid plus
(xii) capital expenditures paid plus (xiii) ongoing fees and expenses of any
Bond Trustee, the Security Agent and the Administrative Agent paid (including,
without limitation, amounts paid pursuant to Section 6.7 of the Security
Deposit Agreement or Section 14.5 of the Project Loan Agreement) plus (xiv) the
Basic Monthly O&M Fee and Annual O&M Bonus paid to the Facility Operator
pursuant to the Operations and Maintenance Agreement plus (xv) all other cash
expenditures relating to operating costs of the Project paid plus (xvi)
federal, state and local income taxes paid, if any; provided that there shall
be excluded from the foregoing items costs that are paid with amounts withdrawn
from the Repair and Maintenance Account.

"Cash Release Date": each Quarterly Distribution Date that
immediately follows a Quarterly Calculation Date on which neither the
Historical Debt Coverage Ratio nor the Projected Debt Coverage Ratio was less
than 1.25 to 1.0.

"Cash Trap Date": each Quarterly Distribution Date
immediately following a Quarterly Calculation Date on which either the
Historical Debt Coverage Ratio or the Projected Debt Coverage Ratio was less
than 1.20 to 1.0.

"Casualty Insurance Proceeds": any and all proceeds of any
insurance, indemnity, warranty or guaranty payable from time to time with
respect to any damage to, or destruction in whole or in part of, the Project.

"C/D Assessment Rate": for any day as applied to any C/D Rate
Loan, the net annual assessment rate (rounded upward, if necessary, to the
nearest 1/100th of 1%) determined

by the Administrative Agent to be payable on such day to the Federal Deposit
Insurance Corporation or any successor ("FDIC") for FDIC's insuring time
deposits made in Dollars at offices of the Administrative Agent in the United
States.

"C/D Base Rate": with respect to each day during each Bank
Loan Interest Period pertaining to a C/D Rate Loan, the rate of interest per
annum determined by the Administrative Agent to be the arithmetic average
(rounded upward, if necessary, to the nearest 1/16th of 1%) of the respective
rates determined by the Administrative Agent as the average rate bid at 10:00
A.M., New York City time, or as soon thereafter as practicable, on the first
day of such Bank Loan Interest Period, by a total of three certificate of
deposit dealers of recognized standing selected by the Administrative Agent for
the purchase at face value from the Administrative Agent of its certificates of
deposit in an amount comparable to the C/D Rate Loan of the Administrative
Agent to which such Bank Loan Interest Period applies and having a maturity
comparable to such Bank Loan Interest Period.

"C/D Rate": with respect to each day during each Bank Loan
Interest Period pertaining to a C/D Rate Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward, if
necessary, to the nearest 1/100th of 1%):

C/D Base Rate + C/D Assessment Rate
-----------------------------
1.00 - C/D Reserve Percentage

"C/D Rate Loans": Bank Loans the rate of interest applicable
to which is based upon the C/D Rate.

"C/D Rate Tranche": as defined in Section 3.6 of the Project
Loan Agreement.

"C/D Reserve Percentage": for any day as applied to any C/D
Rate Loan, that percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal Reserve System (or
any successor) (the "Board"), for determining the maximum reserve requirement
for a Depositary Institution (as defined in Regulation D of the Board) in
respect of new non-personal time deposits in Dollars.

"Change Order": (a) with respect to the Facility, a "Change"
(as defined in Section 1.1 of the Facility Construction Contract), or (b) with
respect to the Greenhouse, a "Change" defined in Section 1.1 of the Greenhouse
Construction Contract.

"Closing Date": May 25, 1994.

"Co-Agents": Banque Paribas, New York Branch, Barclays Bank
PLC, Credit Suisse and Union Bank.

"Coal": the coal purchased by the Borrower pursuant to the
Coal Supply Agreement, the SEI Coal Procurement Letter or the Arch Back-Up Coal
Supply Agreement for the operation of the Facility.

"Coal Adjustment Agreement": the Special Adjustment Agreement
dated as of July 22, 1993 among the Coal Supplier, the Coal Transporter and the
Borrower, as amended, supplemented or otherwise modified from time to time in
accordance with Section 11.12(a) of the Project Loan Agreement.

"Coal Consultant": ▇▇▇▇ ▇. ▇▇▇▇ Company, or such other coal
consultant reasonably acceptable to the Borrower as the Majority Lenders may
designate to examine and advise the Lenders with respect to the matters
referred to in Section 9.1(l) of the Project Loan Agreement and to prepare the
annual Coal Report update required to be delivered pursuant to Section 10.2(d)
of the Project Loan Agreement.

"Coal Report": the report of the Coal Consultant delivered
pursuant to Section 9.1(l) of the Project Loan Agreement.

"Coal Supplier": (i) collectively, Neweagle Industries, Inc.,
a Virginia corporation, Neweagle Coal Sales Corp., a Virginia corporation,
Laurel Creek Co., Inc., a Delaware corporation, and Rockspring Development,
Inc., a Delaware corporation, or (ii) subject to compliance with the provisions
of Section 11.14 of the Project Loan Agreement, their respective successors and
assigns.

"Coal Supply Agreement": the Coal Supply Agreement dated as
of July 22, 1993, as amended by First Amendment dated as of May 18, 1994,
between the Borrower and the Coal Supplier, as may be further amended,
supplemented or otherwise modified from time to time in accordance with Section
11.12(a) of the Project Loan Agreement.

"Coal Transportation Agreement": the Coal Transportation
Agreement dated as of July 22, 1993, as amended by First Amendment dated as of
April 28, 1994, between the Borrower and the Coal Transporter, as may be
further amended, supplemented or otherwise modified from time to time in
accordance with Section 11.12(a) of the Project Loan Agreement.

"Coal Transporter": ER&L Birchwood, Inc., a Delaware
corporation and a wholly-owned direct subsidiary of CSXT and a wholly-owned
indirect subsidiary of CSX.

"Code": the Internal Revenue Code of 1986, as amended from
time to time.

"Collateral": collectively, the Mortgaged Property, the
Security Deposit Collateral, the Southern Equity Contribution Collateral, the
Partner Collateral, and any Bonds (and the proceeds thereof) pledged pursuant
to a Bond Pledge Agreement.

"Commercial Operations Date": as defined in Section 1.5 of
the Power Purchase Agreement.

"Commitment": (a) as to any Bank, its Commitment Percentage
of the Total Bank Project Loan Commitments, the Total Bank L/C Loan
Commitments, the Total VP Letter of

Credit Commitments and the Total Bond Letter of Credit Commitments; and (b) as
to any Institution, its Commitment Percentage of the Total Institutional
Commitments.

"Commitment Percentage": (a) with respect to any Bank, the
percentage set forth next to such Bank's name under the caption "Commitment
Percentage" on Part A of Schedule 1 to the Project Loan Agreement, as the same
may from time to time be modified or amended in accordance with Section 14.7 of
the Project Loan Agreement or otherwise in accordance with the terms thereof
and (b) with respect to any Institution, the percentage set forth next to such
Institution's name under the caption "Commitment Percentage" on Part B of
Schedule 1 to the Project Loan Agreement, as the same may from time to time be
modified or amended in accordance with Section 14.8 of the Project Loan
Agreement or otherwise in accordance with the terms thereof.

"Commonly Controlled Entity": an entity, whether or not
incorporated, which is under common control with the Borrower within the
meaning of Section 4001 of ERISA or is part of a group which includes the
Borrower and which is treated as a single employer under Section 414 of the
Code.

"Completion Date": the date on which the following conditions
shall have been satisfied:

(a) the Commercial Operations Date shall have occurred
and all of the conditions set forth in Section 2.3 of the Power
Purchase Agreement shall have been satisfied;

(b) the Facility shall have been completed and accepted
(except for punchlist items) by the Borrower in accordance with
Section 6.4.1 of the Facility Construction Contract, and the
Greenhouse shall have been completed and accepted (except for
punchlist items) by the Greenhouse Owner in accordance with Section
3.3 of the Greenhouse Construction Contract;

(c) the Administrative Agent and the Institutions shall
have received, with a counterpart for each Bank, the Facility
Completion Certificate duly executed and delivered by the Borrower and
the Independent Engineer and the Greenhouse Completion Certificate
duly executed and delivered by the Borrower, the Greenhouse Owner, the
Greenhouse Operator and the Independent Engineer;

(d) the Administrative Agent and the Institutions shall
have received evidence in form and substance reasonably satisfactory
to the Administrative Agent and the Majority Institutions that either
(i) all Project Costs necessary to achieve Final Completion of the
Facility and the Greenhouse shall have been paid in full and there
shall be no disputes concerning payment for work performed, services
rendered or material or equipment furnished with respect to the
Project or the Greenhouse involving any potential liability to the
Borrower (collectively, "Disputes"); or (ii) there shall have been
deposited into the Final Completion Escrow Account pursuant to Section
4.3 of the Security Deposit

Agreement an amount equal to the sum of (x) 150% of the amount,
determined in good faith by the Borrower, the Administrative Agent and
Majority Institutions (after consultation with the Independent
Engineer), sufficient to pay all punchlist items and other Project
Costs necessary to achieve Final Completion of the Facility and the
Greenhouse, (y) 100% of the amount, determined in good faith by the
Borrower, the Administrative Agent and the Majority Institutions,
which would fully cover any potential liability of the Borrower with
respect to any pending Disputes and (z) the unpaid amount of the
maximum Heat Rate Bonus which is, or could be, owing to the Facility
Contractor following the Completion Date;

(e) (i) the Initial Repair and Maintenance Reserve
Amount shall have been deposited on or prior to such day in the Repair
and Maintenance Account; and (ii) the Borrower shall have applied at
least $3,500,000 of the proceeds of the Bank Project Loans and Equity
Funding Loans for initial working capital purposes or deposited such
amount into the Project Control Account on the Completion Date for
such purposes;

(f) all Governmental Approvals and other consents and
approvals referred to in Section 8.7 of the Project Loan Agreement,
including without limitation those listed in Part B of Schedule 6
thereof (other than filings required to be made on a later date by the
terms of such Governmental Approvals), shall have been duly obtained
or made and shall be in full force and effect, none of such
Governmental Approvals or other consents or approvals shall be the
subject of any pending or threatened judicial or administrative
proceedings, and if the applicable statute, rule or regulation
provides for a fixed period for judicial or administrative appeal or
review thereof, such period shall have expired. In addition, a copy
of each such Governmental Approval, consent or approval shall have
been delivered to the Administrative Agent (with a copy for each Bank)
and the Institutions; and

(g) the Equity Funding Termination Date shall have
occurred; provided that, for purposes hereof, the provisions of clause
(iii) of the definition of "Equity Funding Termination Date" shall be
deemed to have been satisfied if there are no unpaid amounts owing by
Southern under the Construction Contract Guarantees at such time.

"Consents to Assignment": collectively, (i) each Consent to
Assignment, each substantially in the form of one of Exhibits I-1 to I-10, to
be executed and delivered by each of the parties (other than the Borrower) to
each Project Document in effect on the Closing Date, and (ii) with respect to
each Additional Contract, the Consent to Assignment to be executed by the
parties thereto (other than the Borrower) as provided in Section 10.16 of the
Project Loan Agreement, which shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Majority Institutions.

"Construction Account": the Construction Account established
and maintained pursuant to the Security Deposit Agreement.

"Construction Contracts": collectively, the Facility
Construction Contract and the Greenhouse Construction Contract.

"Construction Contract Guarantees": collectively, the
Facility Construction Contract Guarantee and the Greenhouse Construction
Contract Guarantee.

"Construction Period": the period from and including the
Closing Date to and including the Construction Period Termination Date.

"Construction Period Termination Date": the earlier of (a)
the Completion Date and (b) Date Certain.

"Construction Progress Report": the report of the Borrower
required to be delivered pursuant to Section 10.2(a) of the Project Loan
Agreement.

"Construction VP Expiration Date": the Date Certain, or such
later date to which the Construction VP Expiration Date has been extended in
accordance with Section 6.7 of the Project Loan Agreement.

"Construction VP Letter of Credit": the irrevocable direct
pay letter of credit to be issued by the Issuing Bank in favor of Virginia
Power on the Closing Date pursuant to Section 6.2(a) of the Project Loan
Agreement, substantially in form of Exhibit C-1 to the Project Loan Agreement,
as amended, supplemented or otherwise modified from time to time in accordance
with its terms, and any replacement therefor issued pursuant to Section 6.2(b)
of the Project Loan Agreement.

"Construction VP Letter of Credit Disbursement": any payment
or disbursement made by or on behalf of the Issuing Bank under the Construction
VP Letter of Credit.

"Construction VP Reimbursement Payment": as defined in
Section 6.6(a) of the Project Loan Agreement.

"Contingent Bond Contribution": as defined in the Southern
Equity Contribution Agreement.

"Contingent Distribution": any payment of cash distributions
to Partners affiliated with Southern in accordance with clause (ii)(A) of
Section 11.4 of the Project Loan Agreement, in an aggregate amount not to
exceed the Contingent Distribution Amount.

"Contingent Distribution Amount": an aggregate amount equal
to the lesser of (i) $13,700,000 and (ii) the amount, if any, by which (x) the
Initial Budgeted Amount plus the Increased IDC Contribution Amount, if any,
contributed to the Borrower pursuant to the Southern Equity Contribution
Agreement exceeds (y) the aggregate amount of all Project Costs which have been
or are required to be incurred in order to achieve the occurrence of the
Completion Date

and Final Completion of the Facility and the Greenhouse (including, in any
event, the Required Completion Date Reserve Deposits).

"Contingent Equity Contribution": as defined in the Southern
Equity Contribution Agreement.

"Contingent Increased IDC Contribution": as defined in the
Southern Equity Contribution Agreement.

"Contractors": collectively, the Facility Contractor and the Greenhouse
Contractor.

"Contractual Obligations": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

"Credit Extension Date": (a) as to any Loan, the Borrowing
Date therefor, (b) as to any issuance of a VP Letter of Credit, the Closing
Date (in the case of the Construction VP Letter of Credit) or the Commercial
Operations Date (in the case of the Term VP Letter of Credit), and (c) as to
any issuance of a Bond Letter of Credit, the Business Day during the
Construction Period on which such Bond Letter of Credit is issued.

"Credit Facilities": as defined in 2.1 of the Project Loan
Agreement.

"CSX": CSX Corporation.

"CSXT": CSX Transportation, Inc., a Virginia corporation.

"CSXT Agreement": the Amended and Restated Agreement dated as
of May 18, 1994 between the Borrower and CSXT pursuant to which CSXT agrees to
cause the Coal Transporter to perform its obligations under the Coal
Transportation Agreement and the Coal Adjustment Agreement, as amended,
supplemented or otherwise modified from time to time in accordance with Section
11.12(a) of the Project Loan Agreement.

"CT Corporation Agreement": the letter agreement dated as of
May 13, 1994 from the Borrower to The Corporation Trust Company and Corporate
Trinity Company, as amended, supplemented or otherwise modified in accordance
with Section 11.12(a) of the Project Loan Agreement.

"Damage Event": as defined in Section 1.2 of the Security
Deposit Agreement.

"Date Certain": June 1, 1997.

"Debt Service": for any period, the sum (determined without
duplication) of: (a) all amounts payable by the Borrower during such period
pursuant to the Project Loan Agreement and the Notes in respect of principal
of, and interest on, the Loans, (b) all amounts, if any,

84
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payable by the Borrower to the Issuing Bank in respect of reimbursements for
Letter of Credit Disbursements, (c) all amounts, if any, payable by the
Borrower (minus the amounts, if any, receivable by the Borrower, to the extent
such amounts have actually been received by the Borrower, or may be set off or
applied by the Borrower against amounts payable by the Borrower) during such
period under any Interest Rate Hedging Transaction, (d) principal and interest
on the Bonds, if any, due and payable during such period, (e) Bond Letter of
Credit fees (including fronting fees) and fees in respect of the True-Up
Obligation, (f) VP Letter of Credit fees (including fronting fees), commitment
fees and administrative agent fees payable pursuant to the Project Loan
Agreement, (g) all other amounts in respect of principal, interest and other
fees and expenses payable by the Borrower during such period to any of the
Lenders pursuant to the Loan Documents and (h) all principal, interest and fees
payable with respect to any Refinancing Indebtedness or any purchase money
obligations permitted by Section 11.2(a) of the Project Loan Agreement;
provided that, for purposes of calculating "Historical Debt Coverage Ratio",
"Projected Debt Coverage Ratio" and "Debt Service Coverage Ratio", "Debt
Service" shall not include any General Indemnity Proceeds received by the
Borrower. For the purpose hereof, if the interest payable on any Loans or
other Senior Debt for any period is not determinable in advance because the
interest rate is not a fixed rate, it shall be assumed that such Loans or other
Senior Debt will bear interest during such period at the average interest rate
in effect with respect thereto during the six months immediately preceding such
period.

"Debt Service Coverage Ratio": for any period, the ratio of
(i) Project Cash Flow for such period to (ii) the Debt Service for such period.

"Debt Service Letter of Credit": a letter of credit, in an
acceptable form to the Security Agent, established in favor of the Security
Agent by a bank which at all times is rated at least A+ by Standard & Poor's
and at least A1 by ▇▇▇▇▇'▇, which letter of credit is a substitute for a like
amount of cash required to be on deposit in the Debt Service Reserve Account;
provided that no such letter of credit shall be deemed a "Debt Service Letter
of Credit" unless the Borrower has no direct or indirect reimbursement
obligations or liabilities to the issuer of such letter of credit or to any
other Person in respect of draws under such letter of credit.

"Debt Service Loans": Bank Project Loans the proceeds of
which are to be used to pay principal, interest and/or fees, or the Swap
Obligations, as the case may be, due on the outstanding Senior Debt.

"Debt Service Reserve Account": the Debt Service Reserve
Account established and maintained pursuant to the Security Deposit Agreement.

"Default": any of the events specified in Section 12.1 of the
Project Loan Agreement, whether or not any requirement for the giving of
notice, the lapse of time, or both, or any other condition set forth in said
Section 12.1, has been satisfied.

"Delay Damages Proceeds": as defined in Section 1.2 of the
Security Deposit Agreement.

"Distribution": any distribution on or in respect of the
Partnership Interests, any payment on account of, or in connection with the
purchase, redemption, retirement or other acquisition of, Partnership
Interests, or any payment of principal or interest on, or in connection with
any redemption, purchase or other acquisition of, Junior Subordinated Debt.

"Distributions Account": the Distributions Account
established and maintained pursuant to the Security Deposit Agreement.

"Dollars" and "$": dollars in lawful currency of the United
States of America.

"Domestic Dollar Loans": collectively, C/D Rate Loans and
Base Rate Loans.

"Easements": any easement, license, right-of-way or similar
real property interest or right that is the subject of an Easement Agreement.

"Easement Agreements": (i) the Waterline and Pumping Station
Easement Agreement, (ii) the Access and Utility Easement Agreement, (iii) the
Stormwater and Surface Water Runoff Easement Agreement, and (iv) each other
agreement entered into prior to the execution and delivery of the Project Loan
Agreement granting or assigning to the Borrower ownership of or other rights in
respect of any easement, license, right-of-way or similar real property
interest or right relating to the Facility or the Site or to the transportation
and delivery of Coal, lime, water, ash, electricity or steam to or from the
Facility or the Site or to ingress or egress to or from the Facility or the
Site, each such agreement to be satisfactory in form and substance to the
Administrative Agent and the Majority Institutions.

"Environmental Consultant": Rust Environment &
Infrastructure, or such other environmental consultant reasonably acceptable to
the Borrower as the Majority Lenders may designate to examine and advise the
Lenders with respect to environmental matters concerning the Site and the
Project.

"Environmental Law": any and all Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees or requirements of any Government Authority relating to the protection
of the environment or natural resources, or to emissions, discharge, Releases
or threatened Releases of Hazardous Materials into the environment including,
without limitation, ambient air, surface water, groundwater or land, or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials, as
now or hereafter may be in effect.

"Environmental Report": the reports entitled "Phase I
Environmental Assessment, SEI Birchwood Power Facility, Parcel A, King ▇▇▇▇▇▇
County, Virginia" and "Phase I Environmental Assessment, SEI Birchwood Power
Facility, Parcel B, King ▇▇▇▇▇▇ County, Virginia" prepared by the Environmental
Consultant, each dated April 1994.

"Equity Contribution Amount": as defined in Section 1.2 of
the Southern Equity Contribution Agreement.

"Equity Contribution Dates": as defined in Section 1.1 of the
Equity Contribution Agreement.

"Equity Contribution Proceeds": any and all payments made or
due and payable by Southern on account of the Mandatory Equity Contribution or
any Contingent Equity Contribution.

"Equity Funding Banks": the banks which are identified as the
"Banks" in, and are from time to time party to, the Equity Funding Loan
Agreement.

"Equity Funding Commitments": the "Total Commitments" from
time to time in effect under the Equity Funding Loan Agreement.

"Equity Funding Documents": collectively, the Equity Funding
Loan Agreement, the Equity Funding Guarantee and the Southern Equity
Contribution Agreement.

"Equity Funding Guarantee": the Guarantee made by Southern in
favor of the Equity Funding Banks and the administrative agent and co-agents
under the Equity Funding Loan Agreement, substantially in the form of Exhibit D
to the Equity Funding Loan Agreement, as amended, supplemented or otherwise
modified from time to time in accordance with Section 11.11(a) of the Project
Loan Agreement.

"Equity Funding Loan Agent": Credit Suisse, in its capacity
as administrative agent for the Equity Funding Banks, or any successor in such
capacity appointed pursuant to subsection 8.9 of the Equity Funding Loan
Agreement.

"Equity Funding Loan Agreement": the Credit Agreement dated
as of May 18, 1994 among the Borrower, the co-agents named therein, the Equity
Funding Banks and Credit Suisse, as administrative agent for the Equity Funding
Banks thereunder, as amended, supplemented or otherwise modified from time to
time in accordance with Section 11.11(a) of the Project Loan Agreement.

"Equity Funding Loan Borrowing Certificate": a "Borrowing
Certificate" as defined in the Equity Funding Loan Agreement.

"Equity Funding Loan Borrowing Date": a "Borrowing Date" as
defined in the Equity Funding Loan Agreement.

"Equity Funding Loans": the revolving credit and bid loans
made by the Equity Funding Banks to the Borrower during the Construction Period
pursuant to the Equity Funding Loan Agreement.

"Equity Funding Termination Date": the date on which (i) the
Equity Funding Loans and all other amounts owing under the Equity Funding Loan
Agreement have been paid in full and the lending commitments thereunder
terminated, (ii) the Mandatory Equity

Contribution and any Contingent Equity Contribution has been made to the
Borrower in accordance with Section 2.1 of the Southern Equity Contribution
Agreement and (iii) Southern shall have paid all amounts owing by it under the
Construction Contract Guarantees.

"ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time.

"Eurocurrency Reserve Requirements": for any day as applied
to a Eurodollar Loan, the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including, without limitation, basic, supplemental, marginal and emergency
reserves under any regulations of the Board of Governors of the Federal Reserve
System or other Government Authority having jurisdiction with respect thereto)
dealing with reserve requirements prescribed for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of such
Board) maintained by a member bank of such System.

"Eurodollar Base Rate": with respect to each day during each
Bank Loan Interest Period pertaining to a Eurodollar Loan, the rate per annum
equal to the average (rounded upward, if necessary, to the nearest 1/16th of
1%) of the respective rates notified to the Administrative Agent by each of the
Reference Banks as the rate at which such Reference Bank is offered Dollar
deposits at or about 11:00 A.M., London time, two Business Days prior to the
beginning of such Bank Loan Interest Period in the London interbank eurodollar
market for delivery on the first day of such Bank Loan Interest Period, for the
number of days comprised therein and in an amount comparable to the amount of
its Eurodollar Loan to be outstanding during such Bank Loan Interest Period.

"Eurodollar Loans": Bank Loans the rate of interest
applicable to which is based upon the Eurodollar Rate.

"Eurodollar Rate": with respect to each day during each Bank
Loan Interest Period pertaining to a Eurodollar Loan, a rate per annum
determined for such day in accordance with the following formula (rounded
upward, if necessary, to the nearest 1/100th of 1%):

Eurodollar Base Rate
1.00 - Eurocurrency Reserve Requirements

"Eurodollar Tranche": as defined in Section 3.6 of the
Project Loan Agreement.

"Event of Default": any of the events specified in Section
12.1 of the Project Loan Agreement, provided that any requirement for the
giving of notice, the lapse of time, or both, or any other condition, has been
satisfied.

"Event of Loss": (a) the actual or constructive total loss of
all or substantially all of the Facility, or the condemnation, confiscation or
seizure of, or requisition of title to, or requisition by any Government
Authority of the use (for an indefinite period of time or for a period of time
in excess of twelve months) of, all or substantially all of the Facility; or
(b)(i) the

loss, destruction or damage of, or (ii) the condemnation, confiscation or
seizure of, or requisition of title to, or requisition by any Government
Authority of the use of (in each case in this clause (ii) for an indefinite
period or for a period in excess of twelve months) such portion of the Project
as shall render the Facility unable to operate on a commercially feasible
basis, unless (in the case of this clause (b)): (w) no Event of Default shall
have occurred and be continuing at the time of occurrence of or immediately
after giving effect to any of the events specified in this clause (b), (x) it
is feasible to restore, rebuild or replace the affected portion of the Project,
(y) in the opinion of the Majority Lenders after consultation with the
Independent Engineer, sufficient funds are or will be available to the Borrower
(A) to restore, rebuild or replace the affected portion of the Project so that
the Facility will be able to operate on a commercially feasible basis and (B)
to pay all Debt Service until such restoration, rebuilding or replacement is
completed and (z) no party (other than the Borrower) to any Principal Project
Document has the right to terminate such Principal Project Document at any time
during the period of restoration, rebuilding or replacement as a result of any
of the events specified in this clause (b) unless such right has been waived in
writing in a manner reasonably satisfactory to the Security Agent. For the
purpose of clause (b) of this definition, the Event of Loss shall be deemed to
have occurred on the date on which the Security Agent shall notify the Borrower
in writing that one or more of the conditions (specifying the same) set forth
in clauses (w), (x), (y) and (z) has not been satisfied.

"Event of Loss Prepayment Date": in the case of an Event of
Loss described in clause (a) of the definition thereof, the earlier of (i) the
date which is 90 days after the date of such Event of Loss and (ii) the date on
which the insurance proceeds are received with respect to such Event of Loss;
and in the case of an Event of Loss described in clause (b) of the definition
thereof, the later of (x) the date on which such Event of Loss is deemed to
have occurred and (y) the earlier of the date on which the insurance proceeds
are received with respect to such Event of Loss or the date 90 days after such
Event of Loss is deemed to have occurred.

"Excess Cash Flow": as of any date of determination, the
amount available to be transferred from the Project Control Account to the
Distributions Account pursuant to clause twelfth of Section 5.3(a) of the
Security Deposit Agreement on such date.

"Extension of Credit": any of (a) the making of a Bank
Project Loan, (b) the making of a Bank L/C Loan, (c) the making of a Bank
Liquidity Loan, (d) the making of an Institutional Loan, (e) the issuance of a
VP Letter of Credit or (f) the issuance of a Bond Letter of Credit.

"Extension of Credit Request": a written request by the
Borrower for an Extension of Credit, substantially in the form of Exhibit ▇-▇,
▇-▇ or B-3 of the Project Loan Agreement.

"Facility": the pulverized coal-fired cogeneration facility
having a nameplate rating of 220 megawatts to be constructed on the Site
pursuant to the Facility Construction Contract, consisting of the turbines,
boilers, fuel handling equipment and all other equipment installed on the
Borrower's side of the Interconnection Point that is not Interconnection
Facilities (as such terms are defined in the Power Purchase Agreement).

"Facility Completion Certificate": a certificate
substantially in the form of Exhibit J-1 of the Project Loan Agreement, signed
by the Borrower and the Independent Engineer.

"Facility Construction Contract": the Amended and Restated
Agreement for Engineering, Procurement and Construction Services dated as of
April 19, 1994 between the Facility Contractor and the Borrower, as amended,
supplemented or otherwise modified from time to time in accordance with Section
11.12(a) of the Project Loan Agreement.

"Facility Construction Contract Guarantee": the Guaranty
dated as of May 18, 1994 made by the Parent Guarantor in favor of the Borrower,
as amended, supplemented or otherwise modified from time to time in accordance
with Section 11.12(a) of the Project Loan Agreement.

"Facility Construction Schedule": the schedule for the
Construction of the Facility prepared by the Borrower and the Facility
Contractor and approved by the Co-Agents, the Institutions and the Independent
Engineer, as set forth on Schedule 8 to the Project Loan Agreement.

"Facility Contractor": SEI.

"Facility Operator": SEI.

"Federal Funds Effective Rate": as defined in the definition
of "Base Rate".

"FERC": the Federal Energy Regulatory Commission or any
successor or analogous federal Government Authority.

"Final Completion": (a) with respect to the Facility, as
defined in Section 1.1 of the Facility Construction Contract, and (b) with
respect to the Greenhouse, as defined in Section 1.1 of the Greenhouse
Construction Contract.

"Final Completion Escrow Account": the Final Completion
Escrow Account established and maintained pursuant to the Security Deposit
Agreement.

"Final Completion Prepayment Amount": the amount transferred
from the Final Completion Escrow Account to the Prepayment Subaccount on the
date of Final Completion of the Facility pursuant to clause second of Section
5.9(b) of the Security Deposit Agreement.

"Financing Documents": collectively, the Loan Documents, the
Interest Rate Hedging Agreements with an Interest Rate Hedging Counterparty
specified in clause (ii) of the definition thereof, the Bond Documents and the
Equity Funding Documents.

"Force Majeure": with respect to any Project Document, as
defined in such Project Document.

"GAAP": generally accepted accounting principles in the
United States of America in effect from time to time.

"General Indemnity Payment Proceeds": any and all proceeds of
any insurance maintained by the Borrower or any indemnity, warranty, liquidated
damages or guaranty in favor of the Borrower under any Project Document or
Financing Document which are payable to the Borrower and are not required to be
paid by the Borrower to another Person upon the Borrower's receipt thereof, and
which does not constitute Casualty Insurance Proceeds, Business Interruption
Insurance Proceeds, Requisition Proceeds or Liquidated Damages Proceeds.

"General Partner Interest Pledge Agreements": the collective
reference to the separate General Partner Interest Pledge Agreements made by
each General Partner of the Borrower from time to time in favor of the Security
Agent for the benefit of the Secured Parties, substantially in the form of
Exhibit F-1 to the Project Loan Agreement, as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof.

"General Partners": (a) on the date of execution and delivery
of the Project Loan Agreement, the collective reference to SEI Birchwood and
Birchwood Development, in their capacity as owners of general partnership
interests in the Borrower; and (b) thereafter, subject to compliance with the
provisions of the Partnership Agreement and of Section 11.13(a) of the Project
Loan Agreement, each owner from time to time of a general partnership interest
in the Borrower.

"GNP Index": the Gross National Product Implicit Price
Deflator as presently issued by the Department of Commerce Bureau of Economic
Analysis in the publication entitled "Economic Indicators" published by the
Government Printing Office, or, if said historical index is no longer available
or is converted to a different standard reference base or is otherwise revised,
such historical index as the Borrower and the Administrative Agent may select
that measures all goods and services in the economy adjusted for real price
change.

"GNP Index Multiplier": for any calendar year, the sum of (a)
the Inflation Factor for the calendar year immediately preceding such calendar
year and (b) 1.0.

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

"Governmental Approvals": authorizations, consents,
approvals, waivers, exemptions, variances, franchises, to the permissions,
permits and licenses of, and filings and declarations with, any Government
Authority.

"Greenhouse": the approximately 36 acre greenhouse complex to
be constructed on the Leased Land pursuant to the Greenhouse Construction
Contract, as more particularly described in Section 1.1 of the Greenhouse
Construction Contract.

"Greenhouse ▇▇▇▇ of Sale": the ▇▇▇▇ of Sale dated May 18,
1994 from the Greenhouse Operator, as seller, to the Greenhouse Owner, as
buyer.

"Greenhouse Collateral": the Greenhouse and all other
property mortgaged, pledged or assigned to the Borrower or the Greenhouse Owner
pursuant to the Greenhouse Documents as security for the payment of the
obligations under the Greenhouse Loan Agreement or the Greenhouse Sublease,
respectively.

"Greenhouse Completion Certificate": a certificate
substantially in the form of Exhibit J-2 of the Project Loan Agreement, signed
by the Borrower, the Greenhouse Owner, the Greenhouse Operator and the
Independent Engineer.

"Greenhouse Construction Contract": the Construction Contract
dated as of April 19, 1994 between the Greenhouse Contractor and the Greenhouse
Operator, as assigned by the Greenhouse Operator to, and assumed by, the
Greenhouse Owner pursuant to the Assignment and Assumption Agreement dated as
of May 18, 1994, as amended, supplemented or otherwise modified from time to
time in accordance with Section 11.12(a) of the Project Loan Agreement.

"Greenhouse Construction Contract Guarantee": the Guaranty
dated as of May 18, 1994 made by the Parent Guarantor in favor of the
Greenhouse Owner, as amended, supplemented or otherwise modified from time to
time in accordance with Section 11.12(a) of the Project Loan Agreement.

"Greenhouse Construction Schedule": the schedule for the
construction of the Greenhouse prepared by the Greenhouse Operator and the
Greenhouse Contractor and approved by the Co-Agents, the Institutions and the
Independent Engineer, as set forth in Schedule 9 to the Project Loan Agreement.

"Greenhouse Contractor": SEI.

"Greenhouse Deed": the Deed of Bargain and Sale dated as of
May 18, 1994 from the Greenhouse Operator, as Grantor, to the Greenhouse Owner,
as Grantee.

"Greenhouse Documents": collectively, the Greenhouse Loan
Agreement, the Greenhouse Note, the Greenhouse ▇▇▇▇ of Sale, the Greenhouse
Mortgage, the Greenhouse Nondisturbance Agreement, the Greenhouse Master Lease,
the Greenhouse Pledge Agreements, the Greenhouse Stock Assignment, the
Greenhouse Construction Contract, the Greenhouse Sublease and the Greenhouse
Deed.

"Greenhouse Loan Agreement": the Loan and Contribution
Agreement dated as of May 18, 1994 between the Greenhouse Owner and the
Borrower, as amended, supplemented or otherwise modified from time to time in
accordance with Section 11.12(a) of the Project Loan Agreement.

"Greenhouse Master Lease": the Deed of Master Lease dated as
of May 18, 1994 between the Borrower, as Master Landlord, and the Greenhouse
Owner, as Master Tenant, as amended, supplemented or otherwise modified from
time to time in accordance with Section 11.12(a) of the Project Loan Agreement.

"Greenhouse Mortgage": the Deed of Trust, Security Agreement
and Assignment of Leases and Rents dated as of May 18, 1994 by and between the
Greenhouse Owner, as grantor, Lawyers Title Insurance Corporation, as Trustee,
for the benefit of the Borrower, as amended, supplemented or otherwise modified
from time to time in accordance with Section 11.12(a) of the Project Loan
Agreement.

"Greenhouse Mortgage Assignment": the Collateral Assignment
of Greenhouse Note, Loan Agreement and Mortgage dated as of May 18, 1994 from
the Borrower, as assignor, to the Security Agent, as assignee, as amended,
supplemented or otherwise modified from time to time in accordance with Section
11.11(a) of the Project Loan Agreement.

"Greenhouse Nondisturbance Agreement": the Nondisturbance,
Attornment and Subordination Agreement dated as of May 18, 1994 by and between
the Security Agent and the Greenhouse Operator, as amended, supplemented or
otherwise modified from time to time in accordance with Section 11.12(a) of the
Project Loan Agreement.

"Greenhouse Note": the promissory note executed by the
Greenhouse Owner in the form of Exhibit A to the Greenhouse Loan Agreement,
payable to the order of the Borrower, and any and all renewals, reinstatements,
rearrangements, enlargements or extensions thereof or of any promissory note or
notes given therefor, as amended, supplemented or otherwise modified from time
to time in accordance with Section 11.12(a) of the Project Loan Agreement.

"Greenhouse Operator": Dominion Growers of Fredericksburg,
Inc., a Virginia corporation.

"Greenhouse Operator Pledge Agreements": the collective
reference to (i) the Stock Pledge Agreement made by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, the
sole stockholder of the Greenhouse Operator in favor of the Greenhouse Owner,
and (ii) following the Closing Date, the other Stock Pledge Agreements made by
each transferee of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ in favor of the Greenhouse Owner, in
each case, substantially in the form of Exhibit __ to the Greenhouse Sublease,
as amended, supplemented or otherwise modified from time to time in accordance
with Section 11.12(a) of the Project Loan Agreement.

"Greenhouse Owner": Greenhost, Inc., a Delaware corporation.

"Greenhouse Owner Pledge Agreement": the Stock Pledge
Agreement dated as of May 18, 1994 made by Corporate Trinity Company, the sole
stockholder of the Greenhouse Owner, in favor of the Borrower, substantially in
the form of Exhibit C to the Greenhouse Loan Agreement, as amended,
supplemented or otherwise modified from time to time in accordance with Section
11.12(a) of the Project Loan Agreement.

"Greenhouse Pledge Agreements": collectively, the Greenhouse
Owner Pledge Agreement and the Greenhouse Operator Pledge Agreements.

"Greenhouse Prepayment Amount": as defined in Section 7.3(f)
of the Project Loan Agreement.

"Greenhouse Prepayment Notice": as defined in Section 7.3(f)
of the Project Loan Agreement.

"Greenhouse Prepayment Proceeds": with respect to any
optional or mandatory prepayment of loans pursuant to the Greenhouse Loan
Agreement, other than a mandatory prepayment of loans made with the proceeds of
any payments of Greenhouse Reserve Replenishment Rent under the Greenhouse
Sublease, 85% of the proceeds thereof.

"Greenhouse Reserve Account": the Greenhouse Reserve Account
established and maintained pursuant to the Security Deposit Agreement.

"Greenhouse Reserve Replenishment Rent": any payments of
Supplemental Rent made pursuant to Section 15.06 of the Greenhouse Sublease
following a Greenhouse Reserve Withdrawal Event and until such time as the
amount of funds on deposit in the Greenhouse Reserve Account equals $2,000,000.

"Greenhouse Reserve Withdrawal Event": as defined in Section
1.2 of the Security Deposit Agreement.

"Greenhouse Stock Assignment": the Greenhouse Stock
Assignment dated as of May 18, 1994 between the Greenhouse Owner and the
Borrower, as amended, supplemented or otherwise modified from time to time in
accordance with Section 11.12(a) of the Project Loan Agreement.

"Greenhouse Sublease": the Deed of Sublease dated as of May
18, 1994 between the Greenhouse Owner, as sublessor, and the Greenhouse
Operator, as sublessee, as amended, supplemented or otherwise modified from
time to time in accordance with Section 11.12(a) of the Project Loan Agreement.

"Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including, without limitation, any bank under any letter of credit) to induce
the creation of which the guaranteeing person has issued a reimbursement,
counter indemnity or similar obligation, in either case guaranteeing or in
effect guaranteeing any Indebtedness, lease, dividends or other obligations
(the "primary obligations") of any other third Person (the "primary obligor")
in any manner, whether directly or indirectly, including, without limitation,
any obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the
purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary

obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (iv)
otherwise to assure or hold harmless the owner of any such primary obligation
against loss in respect thereof; provided, however, that the term Guarantee
Obligation shall not include (x) endorsements of instruments for deposit or
collection in the ordinary course of business, (y) obligations of the Borrower
contained in any Project Document on the Closing Date and (z) indemnity and
"hold harmless" provisions in the CT Corporation Agreement or in contracts
(including Additional Contracts) entered into by the Borrower in the ordinary
course of business after the Closing Date.

"Hazardous Materials": (a) any petroleum or petroleum
products, flammable explosives, radioactive materials, asbestos in any form
that is or could become friable, urea formaldehyde foam insulation and
polychlorinated biphenyls (PCB) to the extent regulated under any Environmental
Law; and (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances", "hazardous wastes", "hazardous
materials", "extremely hazardous wastes", "restricted hazardous wastes", "toxic
substances", "toxic pollutants", "contaminants" or "pollutants", or words of
similar import, under any applicable Environmental Law.

"Heat Rate Bonus": as defined in Section 8.5 of the Facility
Construction Contract.

"Historical Debt Coverage Ratio": as of any Quarterly
Calculation Date, the ratio of (i) Project Cash Flow of the Borrower for the
six-month period ending on such Quarterly Calculation Date to (ii) Debt Service
for such six-month period.

"Increased IDC Contribution Amount": as defined in the
Southern Equity Contribution Agreement.

"Increased IDC Prepayment Amount":

(a) if the Applicable Institutional Loan Margin
(determined in accordance with the relevant Institutional Notes) of the initial
Institutional Loans made by the Institutions is 2.62%, but the Applicable
Institutional Loan Margin (determined in accordance with the relevant
Institutional Notes) of the subsequent Institutional Loans made by the
Institutions is 2.40%, $1,120,000; or

(b) if the Applicable Institutional Loan Margin
(determined in accordance with the relevant Institutional Notes) of both of the
Institutional Loans made by the Institutions is 2.62%, $2,239,000.

"Indebtedness": of any Person at any date, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (b) any other indebtedness of such Person which
is evidenced by a note, bond, debenture or similar instrument,

(c) all obligations of such Person under Capital Leases, (d) all obligations of
such Person pursuant to Interest Rate Hedging Transactions, (e) all obligations
of such Person in respect of acceptances issued or created for the account of
such Person and (f) all liabilities secured by any Lien on any property owned
by such Person even though such Person has not assumed or otherwise become
liable for the payment thereof.

"Independent Engineer": Black & ▇▇▇▇▇▇, Engineers-Architects,
a Missouri partnership, or such other engineering firm reasonably acceptable to
the Borrower as the Majority Lenders may designate.

"Independent Engineer's Certificate": as defined in Section
9.2(d) of the Project Loan Agreement.

"Independent Engineer's Report": the report of the
Independent Engineer delivered pursuant to Section 9.1(m) of the Project Loan
Agreement.

"Inflation Factor": for any calendar year (the "test year"),
the quotient obtained by dividing (a) the GNP Index for the test year minus the
GNP Index for the calendar year immediately preceding the test year, by (b) the
GNP Index for the calendar year immediately preceding the test year.

"Information Memorandum": the Birchwood Power Partners, L.P.
Non-Recourse Financing Amended and Restated Private Information Memorandum for
the Project dated May 18, 1994, prepared by the Borrower and delivered to the
Co-Agents and Institutions.

"Initial Budgeted Amount": $438,365,000.

"Initial Funding Period": the period from and including the
Closing Date to and including August 22, 1994.

"Initial Repair and Maintenance Reserve Amount": $1,000,000.

"Initial Repayment Date": the first Loan Installment Payment
Date to occur on or after the later of (i) the date which is three months after
the Completion Date and (ii) the date which is six months after the Commercial
Operations Date.

"Initial Synchronization Date": as defined in Section 1.23 of
the Power Purchase Agreement.

"Insolvency": with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

"Institution Default Rate": for any day with respect to any
Institutional Loan, the rate per annum equal to the rate of interest borne by
the Institutional Note evidencing such Loan plus 2.00%.

"Institutional Commitment Period": the period from and
including the Closing Date to and including the Institutional Commitment
Termination Date.

"Institutional Commitment Termination Date": February 15,
1995.

"Institutional Fee Letter": the letter agreement dated the
date of the Project Loan Agreement between the Institutions and the Borrower,
setting forth certain fees payable by the Borrower to the Institutions.

"Institutional Loan Facility": the construction and term loan
facility provided by the Institutions to the Borrower pursuant to Section 4 of
the Project Loan Agreement, under which the Institutions will make
Institutional Loans from time to time in accordance with the terms thereof.

"Institutional Loan Final Maturity Date": the twentieth
anniversary of the Commercial Operations Date.

"Institutional Loan Installment Payment Date": as defined in
Section 4.4(a) of the Project Loan Agreement.

"Institutional Loan Proceeds Account": the Institutional Loan
Proceeds Account established and maintained pursuant to the Security Deposit
Agreement.

"Institutional Loans": as defined in Section 4.1 of the
Project Loan Agreement.

"Institutional Note": as defined in Section 4.3 of the
Project Loan Agreement.

"Institutional Note Register": as defined in Section 4.7(a)
of the Project Loan Agreement.

"Institutional Transfer Supplement": as defined in Section
14.8(a) of the Project Loan Agreement.

"Institutions": the financial institutions, insurance
companies and other institutional investors which are identified as
"Institutions" in, and are from time to time party to, the Project Loan
Agreement.

"Insurance and Property Tax Reserve Account": the Insurance
and Property Tax Reserve Account established and maintained pursuant to the
Security Deposit Agreement.

"Insurance Consultant": ▇▇▇▇, ▇▇▇▇▇ & Co. Inc., or such other
insurance consultant reasonably acceptable to the Borrower as the Majority
Lenders may designate.

"Interest Drawing": as defined in the relevant Bond Letter of
Credit.

"Interest Rate Election Notice": a written notice by the
Borrower delivered in connection with a borrowing of Bank Loans, substantially
in the form of Exhibit M to the Project Loan Agreement.

"Interest Rate Hedging Agreement": the agreement or
agreements entered into, or to be entered into, by the Borrower and one or more
Interest Rate Hedging Counterparties in connection with each Interest Rate
Hedging Transaction, as amended, supplemented or otherwise modified from time
to time in accordance with Section 11.11(a) of the Project Loan Agreement.

"Interest Rate Hedging Counterparty": (i) any Co-Agent or any
Affiliate thereof whose long-term unsecured debt securities are rated A- or
better by Standard & Poor's or A3 or better by Moody's or (ii) any other
financial institution whose long-term unsecured debt securities are rated AA-
or better by Standard & Poor's or Aa3 or better by Moody's, in each case at the
time of such Co-Agent's, such Affiliate's or such other financial institution's
entry into an Interest Rate Hedging Transaction with the Borrower.

"Interest Rate Hedging Transaction": any interest rate
protection agreement, interest rate swap transaction, interest rate "cap" or
"collar" transaction, interest rate future, interest rate option or other
interest rate hedging transaction.

"Investor Percentage": at any time:

(a) with respect to any Institution, a fraction
(expressed as a percentage), the numerator of which is the sum of (i)
the aggregate unpaid principal amount of Institutional Loans then
outstanding held by such Institution and (ii) the unused Institutional
Loan Commitment of such Institution then in effect, and the
denominator of which is the Total Investor Exposure at such time; and

(b) with respect to the Unsupported Bondholders, a
fraction (expressed as a percentage), the numerator of which is the
aggregate unpaid principal amount of Unsupported Bonds then
outstanding, and the denominator of which is the Total Investor
Exposure at such time.

For purposes of this definition, "Total Investor Exposure" means, at any time,
the sum of (i) the aggregate unpaid principal amount of Institutional Loans
then outstanding, (ii) the aggregate unpaid principal amount of Unsupported
Bonds then outstanding and (iii) the unused portion of the Total Institutional
Commitments then in effect.

"IPP": an independent power production facility which is not
a Qualifying Facility.

"IPP Conversion Date": the date, if any, on which the
Facility shall cease to be a Qualifying Facility and shall become an IPP in
compliance with all relevant provisions of the Project Loan Agreement.

"Issuing Bank": Credit Suisse, or when the context requires,
Credit Suisse, New York Branch, or any successor or assign, and shall be
interpreted accordingly throughout the Loan Documents.

"Junior Subordinated Indebtedness": unsecured indebtedness of
the Borrower for borrowed money that is evidenced by an instrument or
instruments containing the subordination provisions set forth in Exhibit N to
the Project Loan Agreement.

"L/C Cash Collateral Subaccount": as defined in Section
3.1(a) of the Security Deposit Agreement.

"L/C Disbursement Date": the date on which any Letter of
Credit Disbursement is made.

"L/C Reimbursement Date": each date upon which any L/C
Reimbursement Obligation arises and the payment thereof is not financed with
the proceeds of a Bank L/C Loan or Bank Liquidity Loan under the Project Loan
Agreement.

"L/C Reimbursement Obligations": collectively, Bond
Reimbursement Obligations and VP Reimbursement Obligations.

"L/C Reimbursement Payments": collectively, Bond
Reimbursement Payments and VP Reimbursement Payments.

"Leased Land": that portion of the Site that is subject to
the Greenhouse Master Lease.

"Lenders": the Banks, the Issuing Bank and the Institutions.

"Lenders' Default Notice": as defined in Section 1.2 of the
Southern Equity Contribution Agreement.

"Letter of Credit Disbursement": any Construction VP Letter
of Credit Disbursement, any Term VP Letter of Credit Disbursement or any Bond
Letter of Credit Disbursement.

"Letter of Credit Exposure": on any date with respect to all
Letters of Credit then outstanding, the sum of (i) the aggregate undrawn
portion of the respective stated amounts of such Letters of Credit on such date
and (ii) the aggregate amount of L/C Reimbursement Obligations on such date
which have not been reimbursed by the Borrower from its own funds or financed
with the proceeds of a Bank L/C Loan or a Bank Liquidity Loan.

"Letters of Credit": collectively, the Bond Letters of Credit
and the VP Letters of Credit.

"Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
lease having substantially the same economic effect as any of the foregoing).

"Limited Partner Interest Pledge Agreement": the collective
reference to the separate Limited Partner Interest Pledge Agreements made by
each Limited Partner of the Borrower from time to time in favor of the Security
Agent for the benefit of the Secured Parties, substantially in the form of
Exhibit F-2 to the Project Loan Agreement, as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof.

"Limited Partners": (a) on the date of the execution and
delivery of the Project Loan Agreement, SEI Birchwood, in its capacity as the
owner of all of the limited partnership interests of the Borrower; and (b)
thereafter, subject to compliance with the provisions of the Partnership
Agreement and of Section 11.13(b) of the Project Loan Agreement, each owner
from time to time of a limited partnership interest in the Borrower.

"Liquidity Drawing": a Tender Drawing -- Principal or a
Tender Drawing -- Interest (as each such term is defined in the relevant Bond
Letter of Credit), the proceeds of which are to be used to fund tenders of the
relevant Bonds in connection with a remarketing of the Bonds.

"Liquidity Loan Termination Date": with respect to Bank
Liquidity Loans the proceeds of which are used to finance Bond Reimbursement
Obligations in respect of a Liquidity Drawing under a Bond Letter of Credit,
the applicable Bond L/C Expiration Date of such Bond Letter of Credit.

"Loan Documents": the Project Loan Agreement, the Notes, each
Interest Rate Hedging Agreement with an Interest Rate Hedging Counterparty
specified in clause (i) of the definition thereof and the Security Documents.

"Loan Installment Payment Date": each of (i) the last day of
each March, June, September and December occurring on the first such day to
occur after the Commercial Operations Date, to and including the Bank Loan
Final Maturity Date (in the case of Bank Loans) or the Institutional Loan Final
Maturity Date (in the case of Institutional Loans) and (ii) the Bank Loan Final
Maturity Date (in the case of Bank Loans) or the Institutional Loan Final
Maturity Date (in the case of Institutional Loans).

"Loan Participants": as defined in Section 14.7(a) of the
Project Loan Agreement.

"Loans": collectively, the Bank Project Loans, the Bank L/C
Loans, the Bank Liquidity Loans and the Institutional Loans.

100

"Majority Banks": at any time, Banks the Commitment
Percentages of which at such time aggregate at least 66 2/3%.

"Majority Institutions": at any time, Institutions and
Unsupported Bondholders (acting through the relevant Bond Trustee) the Investor
Percentages of which at such time aggregate at least 66 2/3%.

"Majority Lenders": at any time, each of (i) Banks,
Institutions and Unsupported Bondholders (acting through the relevant Bond
Trustee) the Senior Creditor Percentages of which at such time aggregate at
least 66 2/3%; and (ii) Banks the Commitment Percentages of which at such time
aggregate at least 66 2/3% and (iii) Institutions and Unsupported Bondholders
(acting through the relevant Bond Trustee) the Investor Percentages of which at
such time aggregate at least 66 2/3%; provided, however, that if at any time on
or after the first day of the fourteenth year following the Commercial
Operations Date, the Senior Creditor Percentage of either the Banks or the
Institutions is less than 20% of the Total Senior Creditor Exposure (as defined
in the definition of "Senior Creditor Percentage"), then "Majority Lenders"
shall be determined without reference to clause (ii) or (iii) above; provided,
further, that on and after the date on which the Bank Loans and all amounts
payable to the Banks, the Issuing Bank and the Administrative Agent under the
Loan Documents have been paid in full, no Letter of Credit is outstanding and
all of the Commitments of the Banks have been terminated, "Majority Lenders"
shall be determined without reference to clause (ii) above and clause (i) above
shall be calculated without reference to "Banks".

"Make-Whole Premium": a premium, determined as of the date of
any optional prepayment pursuant to Section 7.4 of the Project Loan Agreement,
any mandatory prepayment pursuant to Section 7.3 of the Project Loan Agreement
in respect of which the Make-Whole Premium is payable, or any acceleration
pursuant to Section 12.2 thereof, in respect of each Institutional Loan (or the
portion thereof) to be prepaid or each Institutional Loan being accelerated,
equal to the amount (but not less than zero) obtained by subtracting (i) the
sum of the unpaid principal amount of such Institutional Loan (or the portion
thereof) being prepaid or accelerated and the amount of interest thereon
accrued to the prepayment date or date of acceleration, as the case may be,
from (ii) the sum of the Current Values of each scheduled interest payment and
principal payment (each such amount of principal or interest being referred to
herein as an "Amount Payable") being prepaid or accelerated that would
otherwise have become due after the date of such determination if such
Institutional Loan were not being prepaid or accelerated. The "Current Value"
of any Amount Payable means such Amount Payable discounted on a quarterly basis
to its present value on the date of determination in accordance with the
following formula:

Current Value = Amount Payable
--------------
(1 + d/p)n

where "d" is the sum of (a) 50 basis points and (b) the Treasury Yield per
annum expressed as a decimal, and "n" is an exponent (which need not be an
integer) equal to the number of

101

quarterly periods and portions thereof (any such portion of a period to be
determined by dividing the number of days in such portion of such period by the
total number of days in such period, both computed on the basis of twelve
30-day months in a 360-day year) from the date of such determination to the
scheduled payment date of the Amount Payable, and "p" is 4. The "Treasury
Yield" applicable to each Amount Payable shall be the yield to maturity implied
by the yields reported, as of 10:00 a.m. (New York City time) on the Business
Day next preceding the date fixed for prepayment or the date of acceleration,
as the case may be, with respect to the principal amount being prepaid or
accelerated, on the display designated as "Page 678" on the Telerate Service
(or such other display as may replace such Page 678) for actively traded U.S.
Treasury securities having a maturity equal to the then remaining weighted
average life of the Institutional Loan being prepaid or accelerated (the
"Remaining Life") of such principal amount as of such date, computed by
dividing (x) the amount referred to in clause (i) above into (y) the total of
the products obtained by multiplying (A) the amount of each remaining required
repayment of principal by (B) the number of years (calculated to the nearest
one-twelfth) which will elapse between the date as of which such computation is
made and the due date of such payment. If the Remaining Life is not equal to
the constant maturity of a U.S. Treasury security for which a weekly average
yield is given, the Treasury Yield shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average
yields of (a) the actively traded U.S. Treasury security with a maturity
closest to and greater than the Remaining Life and (b) the actively traded U.S.
Treasury security with a maturity closest to and less than the Remaining Life,
except that if the Remaining Life is less than one year, the weekly average
yield on actively traded U.S. Treasury securities adjusted to a constant
maturity of one year shall be used. The Treasury Yield shall be computed to
the fifth decimal place (one thousandth of a percentage point) and then rounded
to the fourth decimal place (one hundredth of a percentage point).

"Mandatory Equity Contribution": as defined in the Southern
Equity Contribution Agreement.

"Material Adverse Effect": a material adverse effect on (a)
the business, operations or financial condition of the Borrower, (b) the
ability of the Borrower to perform its obligations under the Loan Documents and
the Project Documents, or (c) the validity or enforceability of the Loan
Documents or the Project Documents or the rights, interests and remedies of the
Lenders under the Loan Documents.

"Maximum Partnership Interest": with respect to any Person,
(i) 50% of all general partnership interests in the Borrower and (ii)
Partnership Interests entitling such Person to receive 50% of the profits and
losses of the Borrower.

"Modified Make-Whole Premium": (a) with respect to any
optional prepayment of Institutional Loans pursuant to Section 7.4 of the
Project Loan Agreement with funds transferred from the Additional Collateral
Account pursuant to Section 5.6(b) of the Security Deposit Agreement, such
Institution's Pro Rata Share (as defined below) of the product of (x) the
aggregate amounts payable to the Banks pursuant to Section 7.7(a) or 7.7(d) of
the Project Loan Agreement in connection with such prepayment and (y) a
fraction, the numerator of which
102
35

is the aggregate principal amount of Institutional Loans to be prepaid in
connection with such prepayment and the denominator of which is the aggregate
principal amount of Bank Loans to be prepaid in connection with such
prepayment; and (b) with respect to any other optional prepayment pursuant to
Section 7.4 of the Project Loan Agreement of Institutional Loans held by an
Institution exercising the Pro Rata Prepayment Option which has agreed to
receive the Modified Make-Whole Premium, a premium, determined as of the date
of such optional prepayment, calculated in accordance with the definition of
"Make- Whole Premium", except that, for purposes of the formula used to
determine "Current Value" in such definition, "d" shall be the sum of (i) 100
basis points and (ii) the Treasury Yield per annum expressed as a decimal. For
purposes of this definition, "Pro Rata Share", with respect to any Institution
exercising the Pro Rata Prepayment Option in connection with an optional
prepayment of Institutional Loans, is equal to a fraction, the numerator of
which is equal to the aggregate principal amount of Institutional Loans held by
such Institution on the date of such prepayment and the denominator of which is
equal to the aggregate principal amount of Institutional Loans held by all
Institutions exercising the Pro Rata Prepayment Option on the date of such
prepayment.

"Monthly Construction Disbursement Date": in any calendar
month during the Construction Period, the single Business Day in such calendar
month designated by the Borrower as the date on which the Borrower proposes to
borrow Bank Project Loans and/or Institutional Loans under the Project Loan
Agreement to pay Project Costs.

"Moody's": ▇▇▇▇▇'▇ Investor Services, Inc.

"Mortgaged Property": the "Trust Property" as defined in the
Project Mortgage.

"Multiemployer Plan": a Plan which is a multiemployer plan
as defined in Section 4001(a)(3) of ERISA.

"Non-Restoration Prepayment Amount": as defined in Section
7.3(g) of the Project Loan Agreement.

"Non-Restoration Prepayment Notice": as defined in Section
7.3(g) of the Project Loan Agreement.

"Note Exchange Date": the first date on which interest is
payable (and has been paid) on the Institutional Loans following the second
borrowing of Institutional Loans pursuant to Section 4.1 of the Project Loan
Agreement.

"Notes": collectively, the Bank Notes and Institutional
Notes.

"Notice to Proceed": (a) with respect to the Facility, as
defined in Section 1.1 of the Facility Construction Contract, or (b) with
respect to the Greenhouse, as defined in Section 1.1 of the Greenhouse
Construction Contract.

103

"Operating and Maintenance Agreement": the Amended and
Restated Facility Operations and Maintenance Agreement dated as of May 18, 1994
between the Borrower and the Facility Operator, as amended, supplemented or
otherwise modified from time to time in accordance with Section 11.12(a) of the
Project Loan Agreement.

"Operating Budget": as defined in Section 10.23 of the Project
Loan Agreement.

"Operating Year": the consecutive twelve-month period
commencing on the Commercial Operations Date, and each consecutive twelve-month
period thereafter commencing on each anniversary of the Commercial Operations
Date.

"Optional Prepayment Notice": as defined in Section 7.4(a) of
the Project Loan Agreement.

"Ornamental Flower Market Consultant": Context Consulting, or
such other consultant reasonably acceptable to the Borrower as the Majority
Lenders may designate to examine and advise the Lenders with respect to the
Greenhouse, the Greenhouse Operator and the ornamental flower market.

"Parent Guarantor": Southern, as guarantor under the
Construction Contract Guarantees.

"Partner Collateral": the "Collateral" as defined in each
General Partner Pledge Agreement and each Limited Partner Pledge Agreement.

"Partners": collectively, the General Partners and the
Limited Partners.

"Partnership Agreement": the Limited Partnership Agreement of
the Borrower dated as of July 21, 1993, as amended by a First Amendment dated
as of April 27, 1994 and by a Second Amendment dated as of May 18, 1994,
between Birchwood Development, in its capacity as a general partner, and SEI
Birchwood, in its respective capacities as a general partner and as the sole
limited partner.

"Partnership Interests": collectively, the general
partnership interests and limited partnership interests in the Borrower.

"PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

"Permitted Investments": collectively, (a) direct obligations
of the United States or of any agency or political subdivision thereof, or
obligations guaranteed as to principal and interest by the United States or by
any agency or political subdivision thereof, in any case maturing not more than
90 days from the date of acquisition thereof; (b) certificates of deposit
issued by any bank having capital, surplus and undivided profits of at least
U.S.$500,000,000 and a long-term unsecured senior debt rating of at least "A"
by Standard & Poor's and "A2" by

104

Moody's, in any case maturing not more than 90 days from the date of
acquisition thereof; and (c) commercial paper rated "P-1" or better by Moody's
or "A-1" or better by Standard & Poor's, in any case maturing not more than 90
days from the date of acquisition thereof.

"Permitted Liens": (i) Liens for taxes, assessments or
governmental charges which are not yet due or which are being Contested (as
defined below); (ii) Liens in connection with worker's compensation,
unemployment insurance, old-age pensions or other social security benefits or
obligations; (iii) mechanics', materialmen's, warehousemen's, carriers' or
other like Liens arising in the ordinary course of business securing
obligations incurred in connection with the Project which are not yet due or
which are fully bonded or are being Contested; (iv) Liens incurred or created
in the ordinary course of business in connection with or to secure the
performance of bids, tenders, contracts (other than for the payment of money),
leases, statutory obligations, surety bonds or appeal bonds; (v) Liens of
judgments or awards fully covered by insurance or with respect to which an
appeal or proceeding for review is being prosecuted by a Contest; (vi) the
exceptions to title set forth in Schedule B of the title insurance policy
delivered to the Security Agent pursuant to Section 9.1(j) of the Project Loan
Agreement; and (vii) any easements, rights-of-way, licenses and similar
encumbrances incurred or created in the ordinary course of business which do
not singularly or in the aggregate interfere with the use or impair the value
of the Borrower's property or assets or impair the rights or interests of the
Lenders with respect to the Collateral. For purposes of this definition,
"Contest" means, with respect to any taxes, assessments, governmental charges
or levies or any Lien or other claim (each, a "Claim"), a contest pursued in
good faith challenging the validity or amount of any such Claim by proper
proceedings timely instituted if (a) the Borrower diligently pursues such
contest, (b) the Borrower sets aside on its books adequate reserves in
accordance with GAAP with respect to the contested Claim, (c) during the period
of such contest the enforcement of any contested Claim is effectively stayed
and any Lien asserted thereby is effectively removed of record and (d) such
contest (i) will not interfere with the construction or operation of the
Project and (ii) does not involve any substantial danger of a sale, forfeiture
or loss of any part of the Project, title thereto or any interest therein.

"Person": an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
Government Authority or other entity of whatever nature.

"Plan": at a particular time, any employee benefit plan which
is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

"Power Purchase Agreement": the Power Purchase and Operating
Agreement effective July 13, 1990 between SEI Birchwood and Virginia Power, as
assigned by SEI Birchwood to, and assumed by, the Borrower pursuant to an
Assignment and Assumption Agreement dated as of May 18, 1994 among SEI
Birchwood, the Borrower and Virginia Power, and as amended, supplemented or
otherwise modified from time to time in accordance with Section 11.12(a) of the
Project Loan Agreement.

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"Prepayment Subaccount": as defined in the Security Deposit
Agreement.

"Principal Project Documents": collectively, the Construction
Contracts, the Construction Contract Guarantees, the Power Purchase Agreement,
the Steam Sales Agreement, the Operating and Maintenance Agreement, the Coal
Supply Agreement, the Arch Back-Up Coal Supply Agreement, the SEI Coal
Procurement Letter, the Coal Transportation Agreement, the CSXT Agreement, the
Coal Adjustment Agreement, the Ash Disposal Agreement, the Real Estate
Documents, the Greenhouse Documents (to the extent not specified above) and the
Partnership Agreement, together with any replacement or substitute agreement
for any of the foregoing.

"Proceeds": all cash and other property, real, personal or
mixed, tangible or intangible, received upon the sale, exchange, collection or
other disposition of the Collateral or proceeds thereof, and, in any event,
including, but not limited to, Casualty Insurance Proceeds, Business
Interruption Insurance Proceeds, Requisition Proceeds, Buy-Down Amount
Proceeds, Delay Damages Proceeds, General Indemnity Payments Proceeds,
Greenhouse Prepayment Proceeds, Mandatory Equity Contribution Proceeds and all
proceeds of the Contingent Bond Contribution, if any, and the Contingent
Increased IDC Contribution, if any.

"Project": the Facility, the Site and all licenses, permits
and easements and other real property interests and rights relating to the
Facility or the Site which are owned or leased by the Borrower or in which the
Borrower has any rights, including, without limitation, the Easements.

"Project Cash Flow": for any period, the amount, if any, by
which Project Revenues for such period exceed the sum of (i) Cash Operating
Costs (excluding the Basic O&M Monthly Fee and the Annual O&M Bonus) for such
period plus (ii) the Borrower's Greenhouse Expenses, if any, for such period
plus (or minus) (iii) decreases (or increases) in cash working capital of the
Borrower from the prior period.

"Project Control Account": the Project Control Account
established and maintained pursuant to the Security Deposit Agreement.

"Project Cost Savings": the amount, if any, by which (a) the
sum of (i) the Initial Budgeted Amount and (ii) the Increased IDC Contribution
Amount, if any, contributed to the Borrower pursuant to the Southern Equity
Contribution Agreement on or prior to such date, exceeds (b) the aggregate
amount of all Project Costs which have been or are required to be incurred in
order to achieve the occurrence of the Completion Date and Final Completion of
the Facility and of the Greenhouse, including, in any event, (x) the Required
Completion Date Reserve Deposits specified in clauses (ii) through (v) of the
definition thereof and (y) the Required Debt Service Reserve Amount as of the
Completion Date.

"Project Costs": all costs and expenses incurred or to be
incurred by the Borrower to develop, design, finance, construct, test and
start-up the Project in the manner contemplated by the Principal Project
Documents and to achieve Final Completion of the Facility, including without
limitation (a) the amounts payable by the Borrower pursuant to the Facility
Construction

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Contract; (b) all costs and expenses payable by the Borrower in connection with
the performance by it of its covenants in the Facility Construction Contract;
(c) the costs of acquiring and preparing the Site and the Easements; (d) the
cost of owner-furnished equipment (including the fuel storage facility), spare
parts, power and water for construction and start-up, and utility
interconnection costs; (e) the cost of interconnecting the Facility with the
Greenhouse and of any equipment owned by the Borrower that is located on the
Leased Land; (f) the secured construction loans not exceeding $20,079,000
principal amount and capital contribution not exceeding $7,000,000 which the
Borrower has agreed to make to the Greenhouse Owner pursuant to the Greenhouse
Loan Agreement; (g) initial working capital (not exceeding $3,500,000) for the
Project, (h) the cost of insurance and bonds; (i) consulting fees of the
Independent Engineer, Insurance Consultant, Coal Consultant, Environmental
Consultant and Ornamental Flower Market Consultant; (j) legal, accounting,
engineering and financing fees and expenses, and interest during construction;
(k) other fees and expenses associated with arranging the financing
contemplated by the Project Loan Agreement, the Equity Funding Loan Agreement
and the Bond Documents, including placement agent and underwriting fees and
other issuance costs of the Bonds; (l) ad valorem taxes, real and personal
property taxes and sales, use and excise taxes; (m) general and administrative
expenses directly attributable to the Project; (n) the funding of the Debt
Service Reserve Account on the Completion Date in the amount of the Required
Debt Service Reserve Amount; (o) the funding of the Repair and Maintenance
Account on the Completion Date in the amount of the Initial Repair and
Maintenance Reserve Amount, (p) the Heat Rate Bonus (not exceeding $6,000,000),
if any, payable to the Facility Contractor in accordance with Section 8.5 of
the Facility Construction Contract; (q) project development and construction
management fees, including without limitation the development fee to be paid to
Affiliates of Southern on the Closing Date in an aggregate amount not to exceed
$1,700,000; and (r) the Contingent Distribution Amount, if any, payable on the
Completion Date to Partners affiliated with Southern; excluding, however, (i)
the repayment of the principal amount of Equity Funding Loans and any payment
of interest on overdue amounts of principal thereof and interest thereon and
(ii) any costs, expenses, fees and other amounts payable in connection with the
issuance and sale by the Borrower, or the assignment or transfer by any
Partner, of a general or limited partnership interest in the Borrower. In
addition, for purposes of calculating "Contingent Distribution Amount",
"Project Costs" shall not include any amounts in clause (r) above.

"Project Documents": collectively, the Principal Project
Documents, the CT Corporation Letter and, when entered to, each Additional
Contract.

"Project Loan Agreement": the Loan and Reimbursement
Agreement dated as of May 18, 1994 among the Borrower, the Banks, the
Institutions, the Co-Agents, the Issuing Bank and the Administrative Agent, as
amended, supplemented or otherwise modified from time to time in accordance
with the terms thereof.

"Project Mortgage": the Credit Line Deed of Trust, Assignment
and Security Agreement made by the Borrower, as Grantor, to Lawyers Title
Insurance Corporation, as trustee for the use and benefit of the Security
Agent, as Beneficiary, substantially in the form of Exhibit E of the Project
Loan Agreement, as amended, supplemented or otherwise modified from time to
time.

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"Project Participants": collectively, the Borrower, the
Facility Contractor, the Greenhouse Contractor, the Parent Guarantor, Virginia
Power, the Facility Operator, the Coal Supplier, Arch, the Coal Transporter,
CSXT, the Greenhouse Owner, the Greenhouse Operator, the Partners and each
other Person from time to time party to a Project Document (including without
limitation, SEI as a party to the SEI Coal Procurement Letter).

"Project Revenues": for any period, the sum of (i) all
revenues received by the Borrower from the sale of electrical energy pursuant
to the Power Purchase Agreement and from the sale of steam pursuant to the
Steam Sales Agreement, (ii) any other operating revenues received by the
Borrower for such period, (iii) all payments received by the Borrower of any
scheduled repayment of loans or any mandatory prepayment of loans pursuant to
the Greenhouse Loan Agreement with the proceeds of rent payable pursuant to
Section 3.01 of the Greenhouse Sublease, (iv) any General Indemnity Payment
Proceeds and (v) the earnings on Permitted Investments on deposit in the
Accounts to the extent distributed to the Project Control Account pursuant to
the Security Deposit Agreement.

"Projected Debt Coverage Ratio": as of any Quarterly
Calculation Date, the ratio of (i) Projected Project Cash Flow as of such date
to (ii) Projected Debt Service as of such date.

"Projected Debt Service": as of any Quarterly Calculation
Date, the projected Debt Service for the twelve-month period ending on the
fourth succeeding Quarterly Calculation Date.

"Projected Project Cash Flow": as of any Quarterly
Calculation Date, the projected Project Cash Flow for the twelve-month period
ending on the fourth succeeding Quarterly Calculation Date. Such Projected
Project Cash Flow shall be determined by using the same amount for Project Cash
Flow for the immediately preceding twelve-month period, and then adjusting such
amount for the effect thereon of any planned or anticipated changes during such
succeeding twelve-month period in the operation or maintenance of the Facility
(as determined in good faith by the Borrower, which determination shall be
reasonably acceptable to the Administrative Agent, upon consultation with the
Independent Engineer).

"Pro Rata Prepayment Option": as defined in Section 7.5(b) of
the Project Loan Agreement.

"Pro Rata Prepayment Share": with respect to any mandatory
prepayment of Loans pursuant to Section 7.3(c), 7.3(f) or 7.3(g) of the Project
Loan Agreement, or any optional prepayment of Loans pursuant to Section 7.4 of
the Project Loan Agreement (other than as provided in clause (i), (ii) or (iii)
of Section 7.5(a) thereof):

(a) if none of the Institutions exercises the Pro Rata
Prepayment Option in connection with such prepayment in accordance
with Section 7.5(b) of the Project Loan Agreement, (i) the Pro Rata
Prepayment Share of the Banks shall be equal to the Aggregate
Prepayment Amount, the Buy-Down Amount Proceeds, the Non-Restoration
Prepayment Amount or the Greenhouse Prepayment Amount, as the case may
be, and (ii) the Pro Rata Prepayment Share of the Institutions shall
be zero; and

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(b) if any of the Institutions exercises the Pro Rata
Prepayment Option with respect to such prepayment in accordance with
Section 7.5(b) of the Project Loan Agreement (the "Electing
Institutions"), then:

(A) the Pro Rata Prepayment Share of the Banks shall
be equal to the product of (1) the Aggregate Prepayment
Amount, the Buy-Down Amount Proceeds, the Non-Restoration
Prepayment Amount or the Greenhouse Prepayment Amount, as the
case may be, and (2) a fraction, the numerator of which shall
be the Total Bank Exposure on the date of the Optional
Prepayment Notice, the Buy-Down Prepayment Notice, the
Non-Restoration Prepayment Notice or the Greenhouse Prepayment
Notice, as the case may be, and the denominator of which shall
be the sum of (x) the Total Bank Exposure and (y) the
aggregate outstanding principal amount of Institutional Loans
held by all of the Electing Institutions, in each case on the
date of the Optional Prepayment Notice, the Buy-Down
Prepayment Notice, the Non-Restoration Prepayment Notice or
the Greenhouse Prepayment Notice, as the case may be;

(B) the Pro Rata Prepayment Share of each
Electing Institution shall be equal to the product of (1) the
Aggregate Prepayment Amount, the Buy-Down Amount Proceeds, the
Non-Restoration Prepayment Amount or the Greenhouse Prepayment
Amount, as the case may be, and (2) a fraction, the numerator
of which shall be the aggregate outstanding principal amount
of Institutional Loans held by such Electing Institution on
the date of the Optional Prepayment Notice, the Buy-Down
Prepayment Notice, the Non-Restoration Prepayment Notice or
the Greenhouse Prepayment Notice, as the case may be, and the
denominator of which shall be the sum of (x) the Total Bank
Exposure and (y) the aggregate outstanding principal amount of
Institutional Loans held by all of the Electing Institutions,
in each case on the date of the Optional Prepayment Notice,
the Buy-Down Prepayment Notice, the Non-Restoration Prepayment
Notice or the Greenhouse Prepayment Notice, as the case may
be; and

"Purchasing Banks": as defined in Section 14.7(b) of the
Project Loan Agreement.

"Purchasing Institutions": as defined in Section 14.8(a) of
the Project Loan Agreement.

"PUHCA": the Public Utility Holding Company Act of 1935, as
amended.

"PURPA": the Pubic Utility Regulatory Policies Act of 1978,
as amended from time to time.

"QF Plan": as defined in Section 10.18 of the Project Loan
Agreement.

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"Qualified Financial Institution": (a) Any bank satisfactory
to the Issuing Bank that has capital, surplus and undivided profits of at least
$500,000,000 and that is either organized under the laws of the United States
or any state thereof or has a branch office or agency located in the United
States, and (b) any other bank or financial institution approved by the
Administrative Agent and the Borrower (which approval will not be unreasonably
withheld) and satisfactory to the Issuing Bank.

"Qualified Limited Partner Transferee": any Person which, at
the effective time of the relevant transfer or issuance, (a) is a partnership,
corporation, business trust or unincorporated association, (b) individually, or
if a member of a consolidated group, with such Person's consolidated group, has
a tangible net worth (as defined in accordance with GAAP) of $25,000,000 or
more, (c) has not been convicted or pleaded guilty or no contest to any felony
within the previous five years, and (d) has knowledge and experience in
financial and business matters such that it is capable of evaluating the merits
and risks of the investment in the Borrower; provided that, after giving effect
to such transfer or issuance, more than 50% of the limited partnership
interests will be held by Persons which have knowledge and experience in the
management of or investment in power generating facilities.

"Qualifying Facility": a cogeneration facility meeting all of
the requirements for a "qualifying cogeneration facility" set forth in PURPA
and in Part 292 of the rules and regulations of FERC under PURPA.

"Quarterly Calculation Date": the last day of each March,
June, September and December of each year, commencing on the first of such days
to occur after the Commercial Operations Date.

"Quarterly Distribution Date": the last day of each calendar
month immediately succeeding the month in which a Quarterly Calculation Date
occurs (or, if any such date is not a Business Day, the immediately preceding
Business Day), commencing on the first of such dates to occur after the initial
Quarterly Calculation Date.

"Real Estate Documents": collectively, the Project Mortgage,
the Easement Agreements, the Greenhouse Mortgage Assignment and the Virginia
Power First Refusal Agreement.

"Reference Banks": Barclays Bank PLC, Credit Suisse and Union
Bank.

"Refinancing Indebtedness": Indebtedness incurred by the
Borrower which is permitted by clause (f) of Section 11.1 of the Project Loan
Agreement.

"Refinancing Transaction": as defined in clause (f) of
Section 11.1 of the Project Loan Agreement.

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"Refunding Drawing": a drawing on a Bond Letter of Credit on
the applicable Bond L/C Expiration Date, the proceeds of which are to be used
to repay in full the Relevant Bonds or the purchase price of the Relevant
Bonds.

"Register": as defined in Section 14.7(c) of the Project Loan
Agreement.

"Registered Institutional Notes": as defined in Section
4.7(a) of the Project Loan Agreement.

"Reimbursable Expenses": as defined in Section 14.5 of the
Project Loan Agreement.

"Relative Bank Exposure": on any day, the number obtained by
dividing (i) the Total Bank Exposure on such date by (ii) the sum of (x) the
Total Bank Project Loan Commitments (calculated based on the assumption that
all of the Bonds have been issued prior to such day and that the Total Bank
Project Loan Commitments have been reduced by a corresponding amount in
accordance with Section 2.4 of the Project Loan Agreement), (y) the Total VP
Letter of Credit Commitments and (z) the Total Bond Letter of Credit
Commitments.

"Relative Institution Exposure": on any day, the number
obtained by dividing (x) the aggregate principal amount of Institutional Loans
then outstanding by (b) the Total Institutional Commitments then in effect.

"Release of Hazardous Materials": the release of any
Hazardous Material into or upon or under any land or water or air, or otherwise
into the environment, including, without limitation, by means of burial,
disposal, discharge, emission, injection, spillage, leakage, seepage, leaching,
dumping, pumping, pouring, escaping, emptying, placement and the like.

"Relevant Bonds": with respect to any Bond Letter of Credit,
the Bonds which are or are proposed to be supported by such Bond Letter of
Credit.

"Reorganization": with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning of Section
4241 of ERISA.

"Reportable Event": any of the events set forth in Section
4043(b) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg.
Section 2615.

"Repair and Maintenance Account": the Repair and Maintenance
Account established and maintained pursuant to the Security Deposit Agreement.

"Reporting Party": the Borrower, the Greenhouse Operator, the
Coal Supplier, Arch, CSX and, prior to the Equity Funding Termination Date,
Southern.

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"Required Completion Date Reserve Deposits": the sum of (i)
with respect to the Debt Service Reserve Account, the Required Initial Debt
Service Reserve Deposit Amount (less, if a Debt Service Letter of Credit shall
be outstanding on the Completion Date, the aggregate amount available to be
drawn under such Debt Service Letter of Credit on such date), plus (ii) with
respect to the Repair and Maintenance Account, the Initial Repair and
Maintenance Reserve Amount, plus (iii) with respect to the Final Completion
Escrow Account, the amount required to be deposited into the Final Completion
Escrow Account on the Completion Date pursuant to clause (d) of the definition
of "Completion Date", plus (iv) with respect to the Project Control Account,
the amount if any, by which $3,500,000 exceeds the amount expended by the
Borrower prior to the Completion Date for initial working capital purposes plus
(v) with respect to the Distributions Account, $13,700,000, to be used to make
the Contingent Distribution.

"Required Debt Service Reserve Amount": as of any date of
determination, the projected Debt Service for the six months next succeeding
such date.

"Required Initial Debt Service Reserve Deposit Amount":
$8,250,000, or such lesser amount as shall have been agreed to in writing by
the Majority Lenders and the Borrower prior to the Completion Date.

"Required Project Control Reserve Amount": as defined in
Section 1.2 of the Security Deposit Agreement.

"Required Repair and Maintenance Reserve Amount": as defined
in Section 1.2 of the Security Deposit Agreement.

"Required Secured Parties": at any time, each of (i) Banks,
Institutions, Unsupported Bondholders (acting through the relevant Bond
Trustee) and Accelerated Interest Rate Hedging Counterparties (as defined
below) the Senior Creditor Percentages of which at such time aggregate at least
66 2/3%; and (ii) Banks and Accelerated Interest Rate Hedging Counterparties
the Bank Commitment Percentages of which at such time aggregate at least 66
2/3% and (iii) Institutions and Unsupported Bondholders (acting through the
relevant Bond Trustee) the Investor Percentages of which at such time aggregate
at least 66 2/3%; provided, however, that if at any time on or after the first
day of the fourteenth year following the Commercial Operations Date, the Senior
Creditor Percentage of either the Banks and the Accelerated Interest Rate
Hedging Counterparties or the Institutions is less than 20% of the Total Senior
Creditor Exposure (as defined in the definition of "Senior Creditor
Percentage"), then "Required Secured Parties" shall be determined without
reference to clause (ii) or (iii) above; provided, further, that on and after
the date on which the Bank Loans and all amounts payable to the Banks, the
Issuing Bank and the Administrative Agent under the Loan Documents have been
paid in full, no Letter of Credit is outstanding and all of the Commitments of
the Banks and the Interest Rate Hedging Agreements have been terminated,
"Required Secured Parties" shall be determined without reference to clause (ii)
above and clause (i) above shall be calculated without reference to "Banks" or
"Accelerated Interest Rate Hedging Counterparties". For purposes of this
definition, "Accelerated Interest Rate Hedging Counterparties" shall include
each

112

Interest Rate Hedging Counterparty party to an Interest Rate Hedging Agreement
the Swap Termination Obligations in respect of which have become payable
following an unwind of all or a portion of such Interest Rate Hedging
Agreement.

"Requirements of Law": as to any Person, the Certificate of
Incorporation and By-Laws or the partnership agreement or other organizational
or governing documents of such Person, and any law, treaty, rule or regulation
or determination of an arbitrator or a court or other Government Authority, in
each case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

"Requisite Partnership Interest": with respect to any Person,
both (i) 50% of all general partnership interests and (ii) Partnership
Interests entitling such Person to receive at least 35% of the profits and
losses of the Borrower.

"Requisition Proceeds": any and all payments (in any form
whatsoever) made or due and payable from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Project by any Government Authority (or any person acting under
color of any Government Authority).

"Reserved Amounts": on any date of calculation, the sum of:

(a) the amount by which the Required Initial Debt Service
Reserve Deposit Amount exceeds the sum of (i) the amount, if any, on
deposit in the Debt Service Reserve Account and (ii) if a Debt Service
Letter of Credit shall then be outstanding, the aggregate amount
available to be drawn under such Debt Service Letter of Credit on such
date; and

(b) the amount by which the Initial Repair and
Maintenance Reserve Amount exceeds the amount, if any, on deposit in
the Repair and Maintenance Account; and

(c) prior to the later to occur of Substantial Completion
and completion of the Unit Reliability Test (as defined in the
Facility Construction Contract), $6,000,000; and thereafter, the
amount by which the Heat Rate Bonus payable to the Facility Contractor
exceeds the amount of such Heat Rate Bonus paid to the Facility
Contractor on or prior to such date.

"Responsible Officer": (i) with respect to any Person other
than the Borrower, the president, vice president, treasurer or assistant
treasurer of such Person, and (ii) with respect to the Borrower, its chief
executive officer, its chief financial officer or any Responsible Officer of a
General Partner.

"Scheduled Senior Debt Service Payment Date": each date
occurring after the Completion Date on which (a) regularly scheduled
installments of principal, interest and/or fees are due on any Senior Debt
(other than the Interest Rate Hedging Agreements) or (b) payment of Swap
Obligations specified in clause (a) of the definition thereof which do not
constitute Swap

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Terminations Obligations are due pursuant to any Interest Rate Hedging
Agreement to which a Secured Counterparty is a party. For purposes of clause
(a) of the preceding sentence, each Bank Loan Interest Payment Date shall be
deemed to be a regularly scheduled interest payment date with respect to Bank
Loans.

"Secured Bond Trustees": the one or more Bond Trustees which
become parties to the Security Deposit Agreement by executing a Security
Deposit Agreement Supplement in accordance with Section 9.4 of the Security
Deposit Agreement.

"Secured Counterparties": the one or more Co-Agents or
Affiliates thereof, as parties to the Interest Rate Hedging Agreements, which
are or become parties to an Interest Rate Hedging Agreement.

"Secured Obligations": the principal of and interest on the
Loans and the Unsupported Bonds (including any interest accruing after the
filing of a petition initiating any proceeding in bankruptcy, insolvency or
like proceeding with respect to the Borrower whether or not the claim for such
interest is allowed in such proceeding), the L/C Reimbursement Obligations, all
amounts payable from time to time under any Interest Rate Hedging Transaction
entered into with an Interest Rate Hedging Counterparty described in clause (i)
of the definition thereof, and all other indebtedness, obligations and
liabilities of the Borrower to the Secured Parties, whether direct or indirect,
absolute or contingent, due or to become due, or now or hereafter existing,
which may arise under, out of, or in connection with any of the Loan Documents
or the Bond Documents relating to any Unsupported Bonds (as any of the Loan
Documents or such Bond Documents may from time to time be amended, modified,
substituted, extended or renewed) and any other document made, delivered or
given in connection therewith, whether on account of principal, interest,
premiums, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise, and all deferrals, renewals, extensions and refinancings of any
indebtedness, obligations or liabilities referred to above.

"Secured Parties": collectively, the Security Agent, the
Administrative Agent, the Banks, the Issuing Bank, the Institutions, the
Interest Rate Hedging Counterparties described in clause (i) of the definition
thereof and each Secured Bond Trustee.

"Security Agent": Credit Suisse, in its capacity as security
agent for the Secured Parties under the Security Deposit Agreement, or any
successor security agent appointed pursuant to Section 2.6 of the Security
Deposit Agreement.

"Security Deposit Agreement": the Security Deposit and
Intercreditor Agreement to be entered into among the Borrower, the Secured
Parties and the Security Agent, substantially in the form of Exhibit D to the
Project Loan Agreement, as amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.

"Security Deposit Agreement Supplement": as defined in
Section 9.4(a) of the Security Deposit Agreement.

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"Security Deposit Collateral": as defined in Section 1.2 of
the Security Deposit Agreement.

"Security Documents": collectively, the Security Deposit
Agreement, the Project Mortgage, the General Partner Interest Pledge
Agreements, the Limited Partner Interest Pledge Agreements, the Greenhouse
Mortgage Assignment, the Borrower Stock Assignment, the Consents to Assignment,
the Southern Equity Contribution Agreement, each Bond Pledge Agreement and any
other agreement or instrument entered into by the Borrower or any other Person
which secures payment of all or any portion of the Secured Obligations.

"SEI": Southern Electric International, Inc., a Delaware
corporation.

"SEI Birchwood": SEI Birchwood, Inc., a Delaware corporation.

"SEI Coal Procurement Letter": the letter dated May 18, 1994
from SEI to the Borrower, as amended, supplemented or otherwise modified from
time to time in accordance with Section 11.12(a) of the Project Loan Agreement.

"Senior Creditor Percentage": at any time, either:

(a) for purposes of the definition of "Majority Lenders":

(i) with respect to any Bank, a fraction (expressed as a
percentage), the numerator of which is the sum of (i) the aggregate
unpaid principal amount of Bank Loans then outstanding, (ii) the
unused portion of the Total Bank Loan Commitments then in effect and
(iii) the Letter of Credit Exposure at such time, and the denominator
of which is the Total Senior Creditor Exposure;

(ii) with respect to any Institution, a fraction
(expressed as a percentage), the numerator of which is the sum of (i)
the aggregate unpaid principal amount of Institutional Loans then
outstanding and (ii) the unused portion of the Total Institutional
Commitments, and the denominator of which is the Total Senior Creditor
Exposure; and

(iii) with respect to the Unsupported Bondholders, a
fraction (expressed as a percentage), the numerator of which is the
aggregate unpaid principal amount of Unsupported Bonds then
outstanding, and the denominator of which is the Total Senior Creditor
Exposure; or

(b) for purposes of the definition of "Required Secured
Parties":

115

(iv) with respect to any Interest Rate Hedging
Counterparty, a fraction (expressed as a percentage), the numerator of
which is the aggregate amount of Swap Termination Obligations
calculated as of such day, and the denominator of which is the Total
Senior Creditor Exposure.

As used in this definition, "Total Senior Creditor Exposure" means, at any
time, the sum of (i) the aggregate unpaid principal amount of Loans then
outstanding, (ii) the unused portion of the Total Loan Commitments then in
effect, (iii) the Letter of Credit Exposure at such time, (iv) the aggregate
unpaid principal amount of Unsupported Bonds then outstanding and, for purposes
of the definition of "Required Secured Parties" only, (v) the aggregate amount
of Swap Termination Obligations calculated as of such day.

"Senior Debt": collectively, Indebtedness of the Borrower
incurred under or pursuant to (a) the Bank Loan Facility, (b) the Institutional
Loan Facility, (c) the VP Letter of Credit Facility, (d) the Bond Letter of
Credit Facility, (e) the Bonds and (f) Interest Rate Hedging Agreements.

"Senior Debt Agreements": the Loan Documents, the Bond
Documents executed in connection with the Bonds issued from time to time in
accordance with Section 10.25 of the Project Loan Agreement, the Interest Rate
Hedging Agreements and each other agreement evidencing any Senior Debt or
pursuant to which any Senior Debt is incurred.

"Senior Debt to Capital Ratio": as of the Completion Date,
the ratio of (a) the sum of (i) the aggregate principal amount of outstanding
Loans, (ii) the Letter of Credit Exposure and (iii) the aggregate principal
amount of outstanding Unsupported Bonds, in each case on the Completion Date,
to (b) the sum of (x) the Total Equity Contribution Amount and (y) (A) the
aggregate principal amount of Equity Funding Loans outstanding on the
Completion Date which are paid by Southern pursuant to the Equity Funding
Guarantee, or (B) the aggregate principal amount of any Equity Funding Loans
repaid by Southern pursuant to the Equity Funding Guarantee prior to the
Completion Date, provided that concurrently therewith the Equity Funding
Commitments shall have been terminated.

"SEWG": Southern Electric Wholesale Generators, Inc., a
Delaware corporation.

116

"Single Employer Plan": any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

"Significant Project Participants": the Persons from time to
time party to the Principal Project Documents.

"Site": the land located in King ▇▇▇▇▇▇ County, Virginia
which is described in Schedule 5 to the Project Loan Agreement, on which the
Facility and the Greenhouse are to be located.

"Sixth Amendment": the Sixth Amendment, dated as of
September 18, 1995, to the Project Loan Agreement, among the Borrower, the
Lenders and the Administrative Agent.

"Sixth Amendment Effective Date": the date on which the Sixth
Amendment becomes effective in accordance with Article II(1) of the Sixth
Amendment.

"Southern": The Southern Company, a Delaware corporation.

"Southern Documents": collectively, the Equity Funding
Guarantee, the Southern Equity Contribution Agreement and the Construction
Contract Guarantees.

"Southern Equity Contribution Agreement": the Equity
Contribution Agreement to be entered into by Southern in favor of the Borrower
and the Security Agent, in substantially the form of Exhibit G of the Project
Loan Agreement, as amended, supplemented or otherwise modified from time to
time in accordance with Section 11.11(a) of the Project Loan Agreement.

"Southern Equity Contribution Collateral": the Equity
Contribution Amount payable pursuant to Section 2.1 of the Southern Equity
Contribution Agreement and all other claims, rights, powers, privileges,
interests and remedies referred to in clause (ii) of Section 3.1 thereof.

"Special Payment Account": the Special Payment Account
established and maintained pursuant to the Security Deposit Agreement.

"Special Senior Debt Prepayment Date": each date on which (a)
mandatory or optional prepayments of principal of the Bank Loans and/or
Institutional Loans are to be made pursuant to Section 7.3, 7.4 or 10.31 of the
Project Loan Agreement, (b) an early unwind of all or a portion of any Interest
Rate Hedging Agreement is to be effected or (c) mandatory or optional
prepayments of principal of the Bonds are to be made pursuant to the relevant
Bond Indenture.

"Specified Default": any Default under Section 12.1(a),
12.1(b) or 12.1(e) of the Project Loan Agreement.

"Standard & Poor's": Standard & Poor's Ratings Services.

117

"Steam Sales Agreement": the Steam Sales Agreement dated as
of May 18, 1994 between the Borrower and the Greenhouse Owner, as amended,
supplemented or otherwise modified from time to time in accordance with Section
11.12(a) of the Project Loan Agreement.

"Stormwater and Surface Water Runoff Easement Agreement": the
Easement Agreement dated as of April 22, 1994 by and between the Greenhouse
Operator and the Borrower, as amended, supplemented or otherwise modified from
time to time in accordance with Section 11.12(a) to the Project Loan Agreement.

"Subsequent Funding Period": the period from and including
the Closing Date to and including the Institutional Commitment Termination
Date.

"Subsidiary": as to any Person, a corporation, partnership or
other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which
is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person.

"Substantial Completion": (a) with respect to the Facility,
as defined in Section 1.1 of the Facility Construction Contract, and (b) with
respect to the Greenhouse, as defined in Section 1.1 of the Greenhouse
Construction Contract.

"Substitute VP Letter of Credit": an irrevocable direct pay
letter of credit substantially in the form of Exhibit C-2 to the Project Loan
Agreement or in a form acceptable to Virginia Power (as evidenced by a written
confirmation from Virginia Power to such effect) to be issued in favor of
Virginia Power by a bank which at all times meets the credit rating
requirements set forth in clause (i) of the definition of "Interest Rate
Hedging Counterparty"; provided that no such letter of credit shall be deemed a
"Substitute VP Letter of Credit" unless (i) if any such letter of credit is
being issued prior to the Bank Loan Final Maturity Date, the Issuing Bank and
the Banks shall have been unwilling to extend the expiration date of the then
outstanding VP Letter of Credit, if any, pursuant to Section 6.7 of the Project
Loan Agreement, and (ii) the reimbursement obligations, if any, of the Borrower
to the issuer of such letter of credit or to any other Person in respect of
draws under such letter of credit shall be unsecured.

"Substitute VP Security": any security arrangement entered
into by the Borrower which meets the requirements of Section 13.3 or 13.5, as
the case may be, of the Power Purchase Agreement and is otherwise acceptable to
Virginia Power (as evidenced by a written confirmation from Virginia Power to
such effect); provided that no such security shall be deemed "Substitute VP
Security" unless (i) if any such security arrangement is entered into prior to
the Bank Loan Final Maturity Date, the Issuing Bank and the Banks shall have
been unwilling to extend the expiration date of the then outstanding VP Letter
of Credit, if any, pursuant to Section 6.7 of the Project Loan Agreement and
(ii) the reimbursement or payment obligations, if any, of the Borrower to the
provider of such security or to any other Person in respect of such security
are unsecured.

118

"Swap Obligations": collectively, the payment of (a) all
scheduled amounts payable to the Secured Counterparties by the Borrower, as the
fixed-rate payor, under the Interest Rate Hedging Agreements with Secured
Counterparties (including, without limitation, interest accruing after the date
of any filing by the Borrower of any petition in bankruptcy or the commencement
of any bankruptcy, insolvency or similar proceeding with respect to the
Borrower), net of all scheduled amounts payable to the Borrower by such Secured
Counterparties as floating-rate payors, and (b) all other indebtedness, fees,
indemnities and other amounts payable by the Borrower to the Secured
Counterparties under the Interest Rate Hedging Agreements.

"Swap Termination Obligations": the aggregate amount of Swap
Obligations payable to any Secured Counterparty by the Borrower, as the fixed
rate payor, upon the early unwind of all or a portion of an Interest Rate
Hedging Agreement with such Secured Counterparty, net of all amounts payable to
the Borrower by such Secured Counterparty, as floating-rate payor.

"Taxes": as defined in Section 7.6(a) of the Project Loan
Agreement.

"Term VP Expiration Date": the seventh anniversary of the
Closing Date, or such later date to which the Term VP Expiration Date has been
extended in accordance with Section 6.7 of the Project Loan Agreement.

"Term VP Letter of Credit": the irrevocable direct pay letter
of credit to be issued by the Issuing Bank in favor of Virginia Power on the
Commercial Operations Date pursuant to Section 6.3(a) of the Project Loan
Agreement, substantially in form of Exhibit C-2 to the Project Loan Agreement,
as amended, supplemented or otherwise modified from time to time in accordance
with its terms, and any replacement therefor issued pursuant to Section 6.3(b)
of the Project Loan Agreement.

"Term VP Letter of Credit Disbursement": any payment or
disbursement made by or on behalf of the Issuing Bank under the Term VP Letter
of Credit.

"Term VP Reimbursement Payment": as defined in Section 6.6(a)
of the Project Loan Agreement.

"Title Company": Lawyers Title Insurance Corporation, or such
other title insurance company approved by the Co-Agents and the Institutions to
insure the priority of the Lien of the Project Mortgage.

"Total Available Project Credit": as of any date, the sum of
(a) the unutilized portion of the Total Bank Project Loan Commitments then in
effect, (b) the unutilized portion of the Total Institutional Commitments then
in effect, (c) the unutilized portion of the Equity Funding Commitments then in
effect and (d) the Increased IDC Contribution Amount, if any, contributed by
Southern to the Borrower pursuant to the Southern Equity Contribution Agreement
prior to such date.

119

"Total Bank Exposure": on any day, the sum of (a) the
aggregate principal amount of Bank Loans then outstanding and (b) the Letter of
Credit Exposure on such date.

"Total Bank Loan Commitments": at any time, the sum of (i)
the Total Bank Project Loan Commitments then in effect and (ii) the Total Bank
L/C Loan Commitments then in effect; provided that in no event shall the Total
Bank Loan Commitments at any time exceed $215,976,000.

"Total Bank L/C Loan Commitments": at any time, the
obligation of the Banks to make Bank L/C Loans and Bank Liquidity Loans during
the Bank Loan Commitment Period in an aggregate principal amount equal to the
excess of (i) the aggregate stated amount of the Letters of Credit then
outstanding over (ii) the aggregate amount of Letter of Credit Disbursements,
the L/C Reimbursement Payment in respect of which has previously been paid by
the Borrower other than through a Bank L/C Loan or a Bank Liquidity Loan.

"Total Bank Project Loan Commitments": the obligation of the
Banks to make Bank Project Loans to the Borrower under the Project Loan
Agreement during the Bank Loan Commitment Period in an aggregate principal
amount equal to $208,191,000, as such amount may be reduced from time to time
pursuant to Section 2.3 and/or 2.4 of the Project Loan Agreement.

"Total Bond Letter of Credit Committments": $51,000,000.

"Total Equity Contribution Amount": as defined in Section 1.2
of the Southern Equity Contribution Agreement.

"Total Institutional Commitments": the obligation of the
Institutions to make Institutional Loans to the Borrower under the Project Loan
Agreement during the Institutional Commitment Period in an aggregate amount
equal to $135,000,000, as such amount may be reduced from time to time pursuant
to Section 2.3 of the Project Loan Agreement.

"Total Lender Exposure": as defined in Section 14.10(b) of
the Project Loan Agreement.

"Total Loan Commitments": the sum of (i) the Total Bank Loan
Commitments and (ii) the Total Institutional Commitments.

"Total VP Letter of Credit Commitments": $7,272,000.

"True-Up Amount": as defined in Section 14.10(b) of the
Project Loan Agreement.

"True-Up Obligation": the irrevocable and unconditional
obligation of the Banks to purchase undivided participating interests in the
Institutional Loans upon an acceleration of

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such Loans following an Event of Default under the Project Loan Agreement, as
set forth in Section 14.10(b) of the Project Loan Agreement.

"Trust Indenture-Series 1994A": the Trust Indenture by and
between the Industrial Development Authority of King ▇▇▇▇▇▇ County, Virginia,
and Bankers Trust Company, as trustee, dated as of October 1, 1994.

"Trust Indenture-Series 1994B": the Trust Indenture by and
between the Industrial Development Authority of King ▇▇▇▇▇▇ County, Virginia,
and Bankers Trust Company, as trustee, dated as of December 1, 1994.

"Trust Indenture-Series 1995": the Trust Indenture by and
between the Industrial Development Authority of King ▇▇▇▇▇▇ County, Virginia
and Bankers Trust Company, as trustee, dated as of November 1, 1995.

"Trust Indenture-Series 1996A": the Trust Indenture by and
between the Industrial Development Authority of King ▇▇▇▇▇▇ County, Virginia,
and Bankers Trust Company, as trustee (the "Trustee"), dated as of April _____,
1996.

"Trust Indenture-Series 1996B": the Trust Indenture by and
between the Industrial Development Authority of King ▇▇▇▇▇▇ County, Virginia,
and the party therein named as trustee, pursuant to which the Series 1996B
Bonds, if any, are issued.

"Type": as to any Bank Loan, its nature as a Base Rate Loan,
a Eurodollar Loan or a C/D Rate Loan.

"Uniform Customs": the Uniform Customs and Practice for
Documentary Credits (1994 Revision), International Chamber of Commerce Brochure
No. 500, as the same may be amended from time to time.

"Unsupported Bondholders": holders from time to time of
Unsupported Bonds.

"Unsupported Bonds": Bonds issued pursuant to Section 10.25
of the Project Loan Agreement which are not or are not proposed to be supported
by a Bond Letter of Credit.

"Virginia Power": Virginia Electric and Power Company, a
Virginia public service corporation.

"Virginia Power First Refusal Agreement": the Right of First
Refusal Agreement dated as of 23 between the Borrower and Virginia Power.

"Virginia Power Purchase Proceeds": any and all payments made
by Virginia Power in connection with its exercise of its purchase option
pursuant to Section 5.6 of the Power Purchase Agreement.

121

"VP Cash Collateral Proceeds": as defined in Section 1.2 of
the Security Deposit Agreement.

"VP Letter of Credit Facility": the letter of credit facility
provided by the Issuing Bank and the Banks to the Borrower pursuant to Section
6 of the Project Loan Agreement, under which the Issuing Bank agrees to issue
the VP Letters of Credit in accordance with the terms thereof.

"VP Letters of Credit": collectively, the Construction VP
Letter of Credit and the Term VP Letter of Credit.

"VP Reimbursement Obligations": as defined in Section 6.6(b)
of the Project Loan Agreement.

"VP Reimbursement Payments": at any time, the sum of (i) the
Construction VP Reimbursement Payments and (ii) the Term VP Reimbursement
Payments.

"Water Line and Pumping Station Easement Agreement": the
Water Line and Pumping Station Easement Agreement dated September 22, 1992
between SEI Birchwood and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, as amended
by that certain Easement Amendment dated November 30, 1993 among ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, and SEI Birchwood and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and as further amended by that certain Second Amendment to
Easement, dated March 18, 1994 among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
and the Borrower, as the same may be further amended, supplemented or otherwise
modified in accordance with Section 11.12(a) to the Project Loan Agreement.

SECURITY DEPOSIT AND INTERCREDITOR AGREEMENT

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