Exhibit 4.9




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ASSIGNMENT AND SECURITY AGREEMENT


between


MOBILE ENERGY SERVICES COMPANY, L.L.C.

and

THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF MOBILE, ALABAMA,

as Debtors,


and


BANKERS TRUST (DELAWARE),
as the Secured Party



Dated as of August 1, 1995






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                                TABLE OF CONTENTS

                                                                         Page


1.  Definitions and other Provisions of Interpretation......................1
2.  Creation of Security Interest...........................................1
3.  Representations, Warranties and Covenants...............................5
4.  Default.................................................................7
5.  Rights and Remedies During Trigger Event Period.........................7
6.  Assignment of Governmental Approvals....................................8
7.  Security Interest Absolute..............................................8
8.  Attorney-in-Fact........................................................9
9.  Secured Party and Senior Secured Parties May Perform...................10
10.  The Company Remains Liable............................................10
11.  Indemnification; Subrogation; Waiver of Offset........................10
12.  Reasonable Care.......................................................11
13.  Waivers of Rights Inhibiting Enforcement..............................11
14.  No Duty on Secured Party's Part.......................................11
15.  Notices...............................................................12
16.  Other Remedies........................................................12
17.  Waiver................................................................12
18.  Time of Essence.......................................................12
19.  Successors and Assigns................................................12
20.  Headings..............................................................12
21.  Governing Law.........................................................12
22.  Amendments, Changes and Modifications.................................13
23.  Assignment............................................................13
24.  Severability..........................................................13
25.  Secured Party Not Liable..............................................13
26.  No Recourse...........................................................13
27.  Counterparts..........................................................13
28.  Continuing Assignment, Pledge and Security Interest...................13
29.  Security Only.........................................................14
30.  Payments Set Aside....................................................14
31.  Further Assurances....................................................14
32.  Shared Drafting.......................................................14
34.  Conflict with Intercreditor Agreement.................................15
35.  Effect of Termination of Intercreditor Agreement......................15


APPENDIX A    -                     Defined Terms



                                                   -i-
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                  This ASSIGNMENT AND SECURITY AGREEMENT (this "Agreement"),
dated as of August 1, 1995, among MOBILE ENERGY SERVICES COMPANY, L.L.C., an
Alabama limited liability company ("Company"), THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF MOBILE, ALABAMA, a public corporation organized and existing
under the laws of the State of Alabama (the "IDB" and, severally and not jointly
with the Company, "Debtors"), and BANKERS TRUST (DELAWARE), a Delaware banking
corporation, as Collateral Agent under the Intercreditor Agreement referred to
below (the "Secured Party").

                              W I T N E S S E T H :

                  WHEREAS, in consideration of (a) the execution and delivery by
         the Secured Party and the Senior Secured Parties (as defined below) of
         the Financing Documents (as defined below) to which they are parties,
         (b) the Senior Secured Parties making available to the Company the
         Financing Commitments (as defined below) and advancing monies
         thereunder and (c) the Senior Secured Party providing certain services
         under this Agreement, the Mortgage (as defined below), the
         Intercreditor Agreement and any other Financing Documents to which the
         Secured Party is a party, the Senior Secured Parties require each
         Debtor to grant the security interest contemplated by this Agreement to
         the Secured Party to secure the Secured Obligations (as defined below);
         and

                  WHEREAS, this Agreement is intended as security for the
         Secured Obligations.

                  NOW, THEREFORE, in consideration of the premises set forth
above and the mutual covenants contained herein, in order to induce each Senior
Secured Party to issue or make available the Secured Obligations pursuant to the
terms and provisions of the Financing Documents to which each such Senior
Secured Party is a party and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and FOR THE PURPOSE OF
SECURING the payment and performance of the Secured Obligations, which Secured
Obligations may increase, decrease and increase again, from time to time, the
parties hereto hereby agree as follows:

                  1. Definitions and other Provisions of Interpretation. For all
purposes of this Agreement, except as otherwise expressly provided in this
Agreement or unless the context otherwise requires, all terms used herein shall
have the meanings set forth in Appendix A to the Intercreditor and Collateral
Agency Agreement dated as of August 1, 1995 among the First Union National Bank
of Georgia, as the Indenture Trustee referred to therein, First Union National
Bank of Georgia, as the Tax-Exempt Indenture Trustee referred to therein, Banque
Paribas, as the Working Capital Facility Provider referred to therein, the IDB,
the Company, Mobile Energy Services Holdings, Inc. and the Secured Party.



<PAGE>



                  2. Creation of Security Interest. (a) As security for the full
payment, observance and performance when due (whether at stated maturity, by
acceleration or otherwise) of any and all of the Secured Obligations now
existing or hereafter arising, each Debtor hereby mortgages, pledges and
collaterally assigns to the Secured Party (for the ratable benefit of the Senior
Secured Parties), and grants to and in favor of the Secured Party (for the
ratable benefit of the Senior Secured Parties) a continuing lien upon, and a
continuing security interest in, all estate, right, title and interest (whatever
it may be) of such Debtor in, to and under the following (whether now
foreseeable, whether or not the same is subject to Article 8 or 9 of the Uniform
Commercial Code or constitutes Collateral by reason of one or more of the
following paragraphs and wherever the same may be located) (collectively, the
"Collateral"):

                    (i) all Project Contracts and any other Contract, commitment
         or understanding heretofore or hereafter executed by (or on behalf of)
         such Debtor in connection with the Energy Complex, the Site or any of
         the Project Documents (the "Assigned Agreements"), including (A) all
         rights of such Debtor to receive monies due and to become due, and all
         monies actually received by such Debtor, under or pursuant to the
         Assigned Agreements, (B) all rights of such Debtor to receive proceeds
         of any performance or payment bond, insurance, indemnity, warranty or
         guaranty with respect to the Assigned Agreements, (C) all claims of
         such Debtor for damages arising out of or for breach of or default
         under the Assigned Agreements and (D) all rights of such Debtor to take
         any action to terminate, amend, supplement, modify or waive performance
         of the Assigned Agreements, to perform thereunder and to compel
         performance and otherwise exercise all remedies thereunder; provided,
         however, that, except during a Trigger Event Period, such Debtor may
         exercise all of the foregoing rights in any lawful manner not
         inconsistent with this Agreement, the Mortgage or any of the other
         Security Documents;

                   (ii) all automobiles, trucks, boats and other rolling stock
         or moveable personal property ("Rolling Stock"), including Rolling
         Stock for which the title thereto is evidenced by a certificate of
         title issued by the United States or a state that permits or requires a
         lien thereon to be evidenced upon such certificate, in which the
         Company now or at any time in the future may have an interest or in
         which the IDB now or at any time in future may have an interest in
         connection with the Energy Complex or the Site. In connection
         therewith, such Debtor shall notify the Secured Party before acquiring
         any such Rolling Stock, and provide the Secured Party with (A) all lien
         entry forms and similar documents, duly completed, executed and
         acknowledged, (B) the certificates of title to such Rolling Stock and
         (C) such other information or documents, in each case, to the extent
         required or reasonably desirable in order to enable the Secured Party

                                                        -2-

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         to perfect the lien granted hereunder on such Rolling Stock. Upon
         execution of such lien entry forms and other documents by the Secured
         Party, such Debtor shall, at the sole cost and expense of the Company,
         cause such lien entry forms and other documents to be presented to the
         appropriate authorities in order to perfect the lien granted hereunder
         on such Rolling Stock for the benefit of the Secured Party;

                  (iii) to the extent permitted by Law, all Governmental
         Approvals relating to the Energy Complex; provided, however, that any
         of such Governmental Approvals that by their terms or by operation of
         Law would become void, voidable, terminable or revocable or would
         constitute a breach or default thereunder if pledged or assigned
         hereunder or if a security interest therein were granted hereunder are
         expressly excepted and excluded from the lien and terms of this
         Agreement to the extent necessary to avoid such voidness, voidability,
         terminability or revocability;

                   (iv)    all Equipment (as such term is defined in the
         Uniform Commercial Code as in effect on the date hereof);

                    (v) all accounts (as defined in the Uniform Commercial
         Code), together with any right to payment for goods sold or leased or
         for services rendered in connection with such accounts, whether or not
         such right to payment has been earned by performance, and all
         agreements, rights, interests, inventory (including fuel supplies
         including oil, gas, coal, weak black liquor, biomass and sludge) goods,
         chattel paper, documents, instruments, general intangibles, fixtures,
         trade fixtures, consumer goods, money and other assets owned by such
         Debtor on the date hereof or hereafter arising or acquired, including
         the 1994 Bonds, the Improvements (as such term is defined in the
         Mortgage), and designs, plans and specifications relating to the Site
         and the facilities owned by such Debtor on the date hereof or hereafter
         acquired, if applicable, all offsets or allowances under the Clean Air
         Act Amendments of 1990 and any implementing state Laws in respect
         thereof and any right, title or interest of such Debtor under any
         indemnity, warranty or guaranty in respect of the Site and the Energy
         Complex or of any of the foregoing and any rents, revenues, incomes and
         profits in respect of the Site and the Energy Complex; provided,
         however, that no Debt Service Reserve Account, Tax-Exempt Debt Service
         Reserve Account or Mill Owner Maintenance Reserve Account, nor (except
         in the case of the Mill Owner Maintenance Reserve Account, the
         Company's right to receive amounts therein to the extent such amounts
         are in excess of $2 million) any monies contained therein or hereafter
         transferred thereto or deposited therein (nor any right to receive
         monies thereunder), shall be included in the Collateral and no lien or
         security interest therein shall be deemed to be created hereby;


                                                        -3-

<PAGE>



                   (vi) all proceeds of and any unearned premiums on any
         insurance policies covering the Collateral, including the right to
         receive the proceeds of any insurance, judgments or settlements made in
         lieu thereof for damage to the Collateral;

                  (vii) (A) the Intercreditor Agreement Accounts, all sums of
         money, from any source whatsoever, now or hereafter transferred to and
         comprising the Intercreditor Agreement Accounts or delivered to the
         Secured Party for deposit therein, including all credit balances
         therein, any and all cash and investments at any time on deposit in the
         Intercreditor Agreement Accounts and any and all interest and dividends
         or other income derived from such monies and investments, and (B) all
         statements, certificates, passbooks and instruments representing the
         Intercreditor Agreement Accounts and all other property from time to
         time received, receivable or otherwise distributed in respect of or in
         exchange for the Intercreditor Agreement Accounts; and

                  (viii) to the extent not included in the foregoing, all
         proceeds, products and accessions of and to any and all of the
         foregoing, including "proceeds" (within the meaning of the Uniform
         Commercial Code) and whatever is received upon any collection,
         exchange, sale or other disposition of any of the Collateral, and any
         property into which any of the Collateral is converted, whether cash or
         noncash proceeds, and any and all other amounts paid or payable under
         or in connection with any of the Collateral.

                  Notwithstanding the foregoing, the Security Interest granted
hereby in favor of the Secured Party shall be released without condition as to
monies deposited into any Indenture Account or Tax-Exempt Indenture Account or
into the Mill Owner Maintenance Reserve Account upon, in each case, the deposit
of such monies therein, and the Collateral shall not include, and no Security
Interest is granted hereby in, any right, title or interest of either Debtor in
any Indenture Account or Tax-Exempt Indenture Account or the Mill Owner
Maintenance Reserve Account, all sums of money, from any source whatsoever, now
or hereafter transferred to or deposited into any Indenture Account or
Tax-Exempt Indenture Account (or delivered to the Indenture Trustee or the
Tax-Exempt Indenture Trustee for deposit therein) or, except to the extent
monies on deposit therein exceed $2,000,000, the Company's right to receive such
excess from the Mill Owner Maintenance Reserve Account, including, in each case,
all credit balances therein, any and all cash and investments at any time on
deposit in any Indenture Account or any Tax-Exempt Indenture Account or the Mill
Owner Maintenance Reserve Account, and any and all interest, dividends and other
income derived from such monies and investments on deposit therein and all
certificates, passbooks and instruments representing any Indenture Account or
Tax-Exempt Indenture Account or the Mill Owner Maintenance Reserve Account and
all other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any Indenture Account

                                                        -4-

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or Tax-Exempt Indenture Account or the Mill Owner Maintenance
Reserve Account.

                  In addition, notwithstanding the foregoing, the Security
Interest granted hereby shall be, and shall at all times continue to be, subject
and subordinate in all respects to the lien and security interest of the
Tax-Exempt Indenture Trustee granted by the IDB pursuant to or in connection
with the Tax-Exempt Indenture Securities, the 1983 Bonds, the 1984 Bonds, the
1994 Bonds, the Mixed-Use Bonds and the Environmental Bonds, including, in each
case, any renewal, modification, extension, substitution, replacement or
consolidation thereof. Such subordination shall not be affected by any further
advance, repayment and readvance or prepayment under or in respect of any
instrument secured by the Tax-Exempt Indenture.

                  It is the intention of the parties that the foregoing
description of the Collateral shall be sufficient, together with the description
of the Collateral set forth in the Mortgage, to enable the Secured Party to take
possession of, or foreclose upon, all of the right, title and interest of each
Debtor in and to the Shared Collateral, including the Site and the Energy
Complex and any and all real property and personal property, tangible and
intangible, used or useable in connection therewith, and to enable the Secured
Party or its designee to, in accordance with the terms hereof and of the
Mortgage, operate, sell or otherwise dispose of the entire interest of such
Debtor in and to the Shared Collateral, including the Site and the Energy
Complex or any part thereof, during a Trigger Event Period; provided, however,
that all of the Collateral is hereby assigned to the Secured Party solely as
security, and the Secured Party shall have no duty, liability or obligation
whatsoever to such Debtor with respect to any of the Collateral, unless the
Secured Party so elects in writing consistent with its rights under this
Agreement.

                  (b)      This Agreement secures, in accordance with the
provisions hereof, the Secured Obligations.

                  3.  Representations, Warranties and Covenants.  The
Company hereby represents, warrants and covenants as follows:

                  (a) The Security Interest granted and created pursuant to this
         Agreement is a legal and valid security interest in the Collateral now
         owned by the Company or hereafter acquired.

                  (b) The Security Interest granted and created pursuant to this
         Agreement (i) with respect to such of the Collateral in which a
         security interest may be perfected by the filing of a Financing
         Statement under the Uniform Commercial Code will, upon the filing of
         the necessary Financing Statements in all appropriate jurisdictions,
         create a perfected first priority security interest in such Collateral
         now owned by the Company or hereafter acquired, prior and superior to
         all other Liens (other than Permitted Liens), and (ii) with respect to
         all of

                                                        -5-

<PAGE>



         the other Collateral to which the Uniform Commercial Code is applicable
         will, upon the Secured Party's taking possession of such Collateral,
         create a perfected first priority security interest in such Collateral
         now owned by the Company or hereafter acquired, prior and superior to
         all other Liens (other than Permitted Liens).

                  (c) The Company is the legal and beneficial owner of the
         Collateral now owned by it, and will be the legal and beneficial owner
         of the interest in the Collateral hereafter acquired by it, free and
         clear of all Liens (other than Permitted Liens).

                  (d) No authorization, approval or other action by, and no
         notice to or filing with, any Governmental Authority, any regulatory
         body or any other Person is required of the Company with respect to the
         execution, delivery and performance of, or the grant of the Security
         Interest pursuant to, this Agreement (other than the filing of the
         Financing Statements referred to in Section 3(b) and such
         authorizations, approvals and other actions that have been obtained and
         are in full force and effect).

                  (e) The Company shall notify the Secured Party promptly in
         writing of any claim against the Collateral adverse in any material
         respect to the interest of the Secured Party hereunder.

                  (f) The Company agrees that from time to time upon the request
         of the Secured Party, the Company will, at its sole cost and expense,
         promptly execute and deliver all further instruments and documents, and
         take all further action, that may be necessary or advisable, or that
         the Secured Party may request, in order to perfect, maintain, preserve
         and protect the Security Interest granted or purported to be granted
         hereby in the Collateral, maintain, preserve and protect the
         Collateral, or to enable the Secured Party to exercise and enforce its
         rights and remedies hereunder with respect to the Collateral. Without
         limiting the generality of the foregoing, the Company will (i) if any
         Collateral shall be evidenced by a promissory note or other instrument,
         deliver and pledge to the Secured Party hereunder such note or
         instrument duly endorsed and accompanied by duly executed instruments
         of transfer or assignment, all in form and substance satisfactory to
         the Secured Party, and (ii) execute and file such financing or
         continuation statements, or amendments thereto and assignments thereof,
         and such other instruments, endorsements or notices, as may be
         necessary, or as the Secured Party may request, in order to perfect,
         maintain, preserve and protect the Security Interest granted or
         purported to be granted hereby. Each Debtor hereby authorizes the
         Secured Party to file one or more financing or continuation statements,
         and amendments thereto and assignments thereof, relating to all or

                                                        -6-

<PAGE>



         any part of the Collateral without the signature of such
         Debtor where permitted by Law.

                  (g) The Company shall keep and maintain, at its sole cost and
         expense, satisfactory and complete records of the Collateral. The
         Company shall furnish to the Secured Party from time to time statements
         and schedules further identifying and describing the Collateral and
         such other reports in connection with the Collateral (including such
         file search reports from such Uniform Commercial Code and other filing
         and recording offices and such opinions of counsel relating to the
         Collateral and the attachment and perfection of the Security Interest)
         as the Secured Party may request. The Company's chief executive office
         and principal place of business is 900 Ashwood Parkway, Suite 300,
         Atlanta, Georgia 30338; the Company shall promptly notify the Secured
         Party of any change of the foregoing.

                  (h) The Company shall not create, incur or permit to exist,
         and shall defend the Collateral against and take such other action as
         is necessary to remove, any Lien or claim on or to the Collateral,
         other than Permitted Liens, and will defend the right, title and
         interest of the Secured Party in and to any of the Collateral against
         the claims and demands of all Persons whomsoever. Except with respect
         to Permitted Liens, neither Debtor shall file or suffer to be on file,
         or authorize or permit to be filed or to be on file, in any
         jurisdiction, any financing statement or like instrument with respect
         to the Collateral in which the Secured Party is not named as the sole
         secured party (other than any such instrument on file as of the date
         hereof (and any continuation thereof) naming the Company as secured
         party.

                  (i) The Company shall notify the Secured Party promptly if any
         tangible, material items of Collateral, or any material items that are
         to become Collateral, are to be stored for any length of time (other
         than temporary storage incident to transportation to the Site) in any
         location other than the Site. The notice shall specify, in such detail
         as is required by the Secured Party, (i) the items that are to be
         stored, (ii) the location at which such items are to be stored and the
         name and address of the owner and operator of the storage facility,
         (iii) the length of time that such items are to be stored at such
         location and (iv) the name of the Person who is the owner of such
         items. To the extent necessary, the Company shall execute additional
         security agreements, financing statements and other related documents,
         covering the items that are to be stored, so as to perfect a first
         priority security interest therein in favor of the Secured Party. If
         for any reason a first priority security interest cannot be perfected
         in the items stored or to be stored, the Company shall promptly
         transport such items to the Site. Upon instructions from the Secured
         Party, the Company shall obtain such additional insurance on the
         Collateral stored at any

                                                        -7-

<PAGE>



         location other than the Site as the Secured Party, based on the advice
         of the Independent Insurance Advisor, reasonably deems necessary,
         consistent with the requirements of the Financing Documents, to protect
         the Secured Party's interests.

                  (j) In the event that the Company shall receive directly from
         any party to the Assigned Agreements any payments thereunder, the
         Company shall receive such payments in constructive trust for the
         benefit of the Secured Party, shall segregate such payments from other
         funds of the Company and shall forthwith transmit and deliver such
         payments to the Secured Party in the same form as so received (with any
         necessary endorsements), in each case in accordance with the
         Intercreditor Agreement.

                  4.  Default.  The occurrence and continuation of a
Trigger Event shall be deemed a "Security Agreement Event of
Default" under this Agreement.

                  5.  Rights and Remedies During Trigger Event Period.  (a)
During a Trigger Event Period, the Secured Party may, in accordance
with its obligations under the Intercreditor Agreement, do one or
more of the following:

                    (i) notwithstanding anything in the Financing Documents to
         the contrary, take all cash held by the Secured Party (including any
         resulting from the liquidation of investments) as Collateral, including
         all cash proceeds received or receivable by the Secured Party in
         respect of the Collateral, and use such cash for such purposes in
         accordance with its obligations under the Intercreditor Agreement, and
         in the interest of the Energy Complex and/or apply the same in whole or
         in part, in satisfaction of all or any part of the Secured Obligations
         (whether or not due and payable) in the manner specified in Section
         5(b);

                   (ii) upon notice to the Company, which notice need not be in
         writing (but which notice shall promptly be confirmed in writing), make
         such payments and do such acts in accordance with its obligations under
         the Intercreditor Agreement, to protect, maintain, preserve, perfect or
         continue the perfection of the Security Interest in the Collateral and
         to maintain, preserve and protect the Collateral, including paying,
         purchasing, contesting or compromising any Lien that is, or purports to
         be, prior to or superior to the Security Interest granted hereunder,
         and commencing, appearing or otherwise participating in or controlling
         any action or proceeding purporting to affect the Security Interest in
         or ownership of the Collateral;

                  (iii) foreclose this Agreement as herein provided or in any
         manner permitted by Law and exercise any and all of the rights and
         remedies conferred upon the Secured Party by the Security Documents
         either concurrently or in such order as the

                                                        -8-

<PAGE>



         Secured Party may determine without affecting the rights or remedies to
         which the Secured Party may be entitled under the Security Documents;

                   (iv) require the Company to, and the Company hereby agrees
         that it will, at its expense and upon request of the Secured Party
         forthwith, assemble all or part of the Collateral as directed by the
         Secured Party and make it available to the Secured Party at a place to
         be designated by the Secured Party that is reasonably convenient to
         both parties;

                    (v)    without notice or demand or legal process, enter
         upon any premises of the Company and take possession of the
         Collateral;

                   (vi) without notice, except as specified below, sell the
         Collateral or any part thereof in one or more parcels at public or
         private sale, at any of the Secured Party's offices or elsewhere, at
         such time or times, for cash, on credit or for future delivery, and at
         such price or prices and upon such other terms as the Secured Party may
         deem commercially reasonable. The Company agrees that, to the extent
         notice of sale shall be required by Law, at least ten (10) days' notice
         to the Company of the time and the place of any public sale or the time
         after which any private sale is to be made shall constitute reasonable
         notification. At any sale of the Collateral, if permitted by Law, the
         Secured Party or any Senior Secured Party may bid (which bid may be, in
         whole or in part, in the form of cancellation of indebtedness) for the
         purchase of the Collateral or any portion thereof for the account of
         the Secured Party or such Senior Secured Party. The Secured Party shall
         not be obligated to make any sale of Collateral regardless of notice of
         sale having been given. The Secured Party may adjourn any public or
         private sale from time to time by announcement at the time and place
         fixed therefor, and such sale may, without further notice, be made at
         the time and place to which it was so adjourned. Each Debtor authorizes
         the Secured Party, at any time and from time to time, to execute, in
         connection with a sale of the Collateral pursuant to the provisions of
         this Agreement, any endorsements, assignments or other instruments of
         conveyance or transfer with respect to the Collateral; and

                  (vii) exercise with respect to the Collateral, in addition to
         other rights and remedies provided for herein or otherwise available to
         it, all the rights and remedies of a secured party after default under
         the Uniform Commercial Code.

                  (b)      The proceeds of any sale or realization of the
Collateral shall be applied in accordance with Section 6.1 of the
Intercreditor Agreement.


                                                        -9-

<PAGE>



                  (c) The Secured Party may consult, at the Company's expense,
with counsel (who may or may not be counsel to the Company), and the opinion of
such counsel shall be full and complete authorization and protection, and the
Secured Party shall be entitled to conclusively rely on the opinion of such
counsel, in respect of any action taken or not taken or suffered by the Secured
Party under this Agreement.

                  6. Assignment of Governmental Approvals. During a Trigger
Event Period, the Company agrees to use its best efforts to have renewed or
extended in the name of the Secured Party (or other Person operating the Energy
Complex) or otherwise to obtain for the Secured Party (or such other Person) the
benefits of all of the Company's Governmental Approvals to the extent that such
Governmental Approvals and other rights shall not be assignable or transferable.

                  7.  Security Interest Absolute.  All rights of the
Secured Party hereunder, the Security Interest and all obligations
of the Company hereunder, shall be absolute and unconditional
irrespective of:

                  (a) any lack of validity or enforceability of any of the
         Project Documents, any of the Collateral (including the Assigned
         Agreements) or any other agreement or instrument relating thereto;

                  (b) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Secured Obligations, or any
         other amendment or waiver of or any consent to any departure from any
         of the Project Documents or any of the Collateral (including the
         Assigned Agreements);

                  (c) any exchange, release or non-perfection of any Collateral
         or any other collateral, or any release or amendment or waiver of or
         consent to or departure from any guaranty, for all or any of the
         Secured Obligations; or

                  (d) to the fullest extent permitted by Law, any other
         circumstance that might otherwise constitute a defense available to, or
         a discharge of, the Company or any third party pledgor.

                  8. Attorney-in-Fact. Each Debtor, until payment in full of the
Secured Obligations, irrevocably constitutes and appoints the Secured Party, and
any other Person that the Secured Party may designate, to act, upon the
occurrence and during a Trigger Event Period, as such Debtor's attorney-in-fact
(which appointment as attorney-in-fact shall be coupled with an interest and be
irrevocable), with full authority in the place and stead of such Debtor and in
the name of such Debtor or otherwise, from time to time in the Secured Party's
discretion and subject to Section 7.3 of the Intercreditor Agreement, to take
any action and to execute any and all documents and instruments that the Secured
Party may

                                                       -10-

<PAGE>



deem necessary or advisable to accomplish the purposes of this
Agreement, including:

                  (a) to receive, endorse and collect all instruments made
         payable to such Debtor representing any dividends, interest payments or
         other distributions constituting Collateral or any part thereof and to
         give full discharge for the same and to file any claim or to take any
         other action or proceeding in any court of Law or equity or otherwise
         deemed appropriate by the Secured Party for the purpose of collecting
         any and all of such dividends, payments or other distributions;

                  (b)      to pay or discharge taxes and Liens levied or placed
         on the Collateral; and

                  (c) (i) to direct any party liable for any payment under or
         with respect to any of the Collateral to make payment of any and all
         monies due or to become due thereunder or with respect thereto directly
         to the Secured Party or as the Secured Party shall direct, (ii) to ask
         or demand for, to collect and to receive payment of and receipt for any
         and all monies, claims and other amounts due or to become due at any
         time in respect of or arising out of any Collateral, (iii) to commence
         and prosecute any suits, actions or proceedings at Law or in equity in
         any court of competent jurisdiction to collect the Collateral or any
         part thereof and to enforce any other right in respect of any
         Collateral, (iv) to defend any suit, action or proceeding brought
         against such Debtor with respect to any Collateral, (v) to settle,
         compromise or adjust any suit, action or proceeding described in
         clauses (iii) and (iv) above and, in connection therewith, to give such
         discharges or releases as the Secured Party may deem appropriate and
         (vi) generally, to sell, transfer, pledge and make any agreement with
         respect to or otherwise deal with any of the Collateral as fully and
         completely as though the Secured Party were the absolute owner thereof
         for all purposes and to do, at the Secured Party's option and at such
         Debtor's sole cost and expense, at any time, or from time to time, all
         acts and things that the Secured Party deems necessary to protect,
         maintain, preserve or realize upon the Collateral and the Security
         Interest granted herein and to effect the intent of this Agreement, all
         as fully and effectively as such Debtor might do.

                  Each Debtor hereby ratifies all that the Secured Party shall
do or cause to be done as such Debtor's attorney-in-fact consistent with the
foregoing. Each Debtor also authorizes the Secured Party, during a Trigger Event
Period, to communicate in its own name with any party to any Project Document at
any time, with regard to any matter relating to such Project Document.

                  9.  Secured Party and Senior Secured Parties May Perform.
The Secured Party or any Senior Secured Party (upon notice to the
Secured Party and each other Senior Secured Party), without

                                                       -11-

<PAGE>



releasing the Company from any obligation, covenant or condition hereof, itself
may (but shall not be obligated to), during any Trigger Event Period, make any
payment or perform, or cause the performance of, any such obligation, covenant,
condition or agreement or any other action in such manner and to such extent as
the Secured Party may deem necessary to protect, perfect, maintain, preserve or
continue the perfection of the Security Interest in the Collateral or to
protect, maintain or preserve the Collateral. Any costs or expenses incurred by
the Secured Party or any Senior Secured Party in connection with the foregoing,
including reasonable attorneys' fees and expenses, shall constitute a part of
the Secured Obligations, shall bear interest at a rate per annum equal to the
then highest yield on any of the Outstanding Senior Debt plus two percent (2%)
and shall be payable upon demand by the Secured Party or such Senior Secured
Party, as the case may be.

                  10. The Company Remains Liable. Anything herein to the
contrary notwithstanding, the Company shall remain liable under the Assigned
Agreements and any other Contracts included in the Collateral to the extent set
forth therein to perform all of its duties and obligations thereunder to the
same extent as if this Agreement had not been executed. The exercise by the
Secured Party of any of the rights or remedies hereunder shall not release the
Company from any of its duties or obligations under the Assigned Agreements or
any other Contracts included in the Collateral, except to the extent the Company
is expressly released therefrom by the Secured Party in writing. The Secured
Party shall not have any obligation or liability under the Assigned Agreements
or any other Contracts included in the Collateral by reason of this Agreement,
nor shall the Secured Party be obligated to perform any of the obligations or
duties of the Company thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder, except to the extent the Secured Party
expressly assumes such obligations or duties in writing consistent with its
rights under this Agreement.

                  11. Indemnification; Subrogation; Waiver of Offset. (a) The
Company shall indemnify the Secured Party from and against any and all claims,
losses and liabilities growing out of or resulting from this Agreement or the
Collateral or any part thereof (including enforcement of this Agreement, but
excluding any such claims, losses or liabilities resulting from the Secured
Party's gross negligence or willful misconduct).

                  (b) The Company waives any and all right to claim or recover
against the Secured Party, and its directors, officers, employees, agents and
representatives, for loss of or damage to the Company, the Collateral, the
Company's property or the property of others under the Company's control from
any cause to the extent insured against or required to be insured against by the
provisions of the Financing Documents, except for such loss or damage to the
extent due to gross negligence or willful misconduct of the Secured Party or its
directors, officers, employees or representatives.


                                                       -12-

<PAGE>



                  12. Reasonable Care. The Secured Party shall exercise the same
degree of care hereunder as it exercises or would exercise in connection with
similar transactions for its own account. The Secured Party shall be deemed to
have exercised reasonable care in the custody and preservation of the Collateral
in its possession if the Collateral is accorded treatment substantially equal to
that which the Secured Party accords or would accord collateral held by the
Secured Party in similar transactions for its own account.

                  Without limiting the generality of the foregoing and except as
otherwise provided by applicable Law, the Secured Party shall not be required to
marshall any collateral, including the Collateral subject to the Security
Interest created hereby, or to resort to any item of Collateral in any
particular order; and all of the Secured Party's rights hereunder and in respect
of such Collateral shall be cumulative and in addition to all other rights,
however existing or arising. To the extent that it lawfully may, each Debtor
hereby agrees that it will not invoke any Law relating to the marshaling of
collateral that might cause delay in or impede the enforcement of the Secured
Party's rights under this Agreement, the Mortgage or under any other instrument
evidencing any of the Secured Obligations or under which any of the Secured
Obligations is outstanding or by which any of the Secured Obligations is secured
or guaranteed.

                  13. Waivers of Rights Inhibiting Enforcement. Each Debtor
waives (a) any claim that, as to any part of the Collateral, a public sale, if
such Debtor elects so to proceed, is, in and of itself, not a commercially
reasonable method of sale for such Collateral, (b) the right to assert in any
action or proceeding between it and the Secured Party any offsets or
counterclaims that it may have, (c) except as otherwise provided in any of the
Security Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR
JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY'S TAKING POSSESSION OR
DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING ANY AND ALL PRIOR NOTICE AND
HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT EACH
DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED
STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND
TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE
SECURED PARTY'S RIGHTS HEREUNDER, (d) all rights of redemption, appraisement,
valuation, stay and extension or moratorium, (e) to the extent permitted by Law,
the benefits of all Laws referred to in Section 12 and (f) all other rights the
exercise of which would, directly or indirectly, prevent, delay or inhibit the
enforcement of any of the rights or remedies under the Security Documents or the
absolute sale of the Collateral, now or hereafter in force under any applicable
Law, and each Debtor, for itself and all who may claim under it, insofar as it
or they now or hereafter lawfully may, hereby waives the benefit of all such
Laws and rights.

                  14.  No Duty on Secured Party's Part.  The powers
conferred on the Secured Party hereunder are solely to protect the

                                                       -13-

<PAGE>



Secured Party's interests in the Collateral and shall not impose any duty upon
it to exercise any such powers. The Secured Party shall be accountable only for
amounts that it receives as a result of the exercise of such powers, and neither
it nor any of its officers, directors, employees or agents shall be responsible
to the Company for any act or failure to act hereunder, except for its own gross
negligence or willful misconduct.

                  15.  Notices.  All notices, demands, requests and other
communications required or permitted hereunder shall be in writing
and shall be given and deemed to have been given in accordance with
Section 12.4 of the Intercreditor Agreement.

                  16. Other Remedies. The remedies herein provided are
cumulative and not exclusive of any remedies provided by Law. The Secured Party
shall have all of the rights and remedies granted under the Security Documents
and available at Law or in equity, and these same rights and remedies may be
pursued separately, successively or concurrently against the Company or any
collateral under the Security Documents, at the sole discretion of the Secured
Party. The application of the Collateral to satisfy the Secured Obligations
pursuant to the terms hereof shall not operate to release the Company from its
Secured Obligations until payment in full of any deficiency has been made in
cash.

                  17. Waiver. By exercising or failing to exercise any of its
rights, options or elections hereunder (without also expressly waiving the same
in writing), the Secured Party shall not be deemed to have waived any breach or
default on the part of the Company or to have released the Company from any of
its obligations secured hereby. No failure on the part of the Secured Party to
exercise, and no delay in exercising (without also expressly waiving the same in
writing), any right, power or privilege shall preclude any other or further
exercise thereof, or the exercise of any other right, power or privilege.

                  18.  Time of Essence.  TIME IS OF THE ESSENCE WITH
RESPECT TO EACH AND EVERY COVENANT, AGREEMENT AND OBLIGATION UNDER
THIS AGREEMENT.

                  19. Successors and Assigns. All covenants, agreements,
representations and warranties in this Agreement by the parties hereto shall
bind and, to the extent permitted hereby, shall inure to the benefit of and be
enforceable by their respective successors and assigns, whether so expressed or
not.

                  20.  Headings.  The captions, headings and table of
contents used in this Agreement are for convenience only and shall
not affect the construction hereof.

                  21.  Governing Law.  THE RIGHTS AND DUTIES OF EACH DEBTOR
AND THE SECURED PARTY SHALL, PURSUANT TO SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW, BE GOVERNED BY THE LAW OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS

                                                       -14-

<PAGE>



THEREOF (OTHER THAN SUCH SECTION 5-1401), EXCEPT THAT SUCH LAW SHALL NOT APPLY
WITH RESPECT TO ANY COLLATERAL WHERE, AND TO THE EXTENT THAT, IT IS NECESSARY TO
APPLY THE LAWS OF ANOTHER JURISDICTION TO PERFECT LIENS RELATING TO DEBT ISSUED
UNDER THE FINANCING DOCUMENTS.

                  22.  Amendments, Changes and Modifications.  This
Agreement may not be effectively amended or terminated except as
permitted by the Intercreditor Agreement.

                  23.  Assignment.  The Secured Party may assign this
Agreement to any successor Secured Party under and in accordance
with the Intercreditor Agreement.

                  24. Severability. Any provision of this Agreement that is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization, without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.

                  25. Secured Party Not Liable. Neither this Agreement nor any
action on the part of the Secured Party (other than an express written
assumption) shall constitute an assumption by the Secured Party of any of the
obligations of the Company related to any of the Collateral, and the Company
shall continue to be liable for all such obligations whether incurred before or
after a Security Agreement Event of Default.

                  26. No Recourse. Satisfaction of the obligations of the
Company under this Agreement shall be had solely from the assets of the Mobile
Energy Parties. No recourse shall be had to (a) any assets or properties of the
Members (other than Mobile Energy as provided in the Guaranty) or of the
stockholders of Mobile Energy, other than their respective interests in the
Collateral, (b) any Member (other than Mobile Energy as provided in the
Guaranty) or (c) any Affiliate, incorporator, stockholder, partner, member,
officer, director or employee of any Member (other than the Mobile Energy
Parties and, in respect of any Southern Guaranty on deposit in any Reserve
Account Security Account, Southern) or of the Company (other than Mobile Energy
and, in respect of any Southern Guaranty on deposit in any Reserve Account
Security Account, Southern). Notwithstanding anything in this Section 26 to the
contrary, (i) nothing contained in this Agreement shall limit or otherwise
prejudice in any way the right of the Secured Party and the Senior Secured
Parties to proceed against any Person whomsoever (A) with respect to the
enforcement of such Person's obligations under any Project Document (including
the Guaranty and any Southern Guaranty to which such Person is a party) or limit
or otherwise prejudice in any way the right of the Secured Party, the Senior
Secured Parties or the Holders of any Senior Securities to proceed against such
Person with respect to the enforcement of such obligations or (B) to the extent
necessary to realize the benefit

                                                       -15-

<PAGE>



of the Collateral granted under the Security Documents and (ii) any limitations
of liability herein shall not apply if and to the extent that any Person commits
fraud or willful misrepresentations, including those contained in Officer's
Certificates issued from time to time.

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

                  28. Continuing Assignment, Pledge and Security Interest. This
Agreement shall create a continuing assignment, pledge and security interest in
the Collateral and shall remain in full force and effect for the benefit of the
Secured Party until the satisfaction in full of the Secured Obligations. Except
as set fourth in Section 30, upon the payment in full of the Secured Obligations
and all other amounts owing to the Secured Party under the Financing Documents,
the Security Interest granted hereby shall terminate and all rights to the
Collateral shall revert to each Debtor. In connection with such termination, the
Secured Party shall execute such instruments of release prepared by each Debtor
as such Debtor shall reasonably request at the Company's sole cost and expense.

                  29.  Security Only.  This Agreement is granted for
security purposes only.  Accordingly, except as otherwise permitted
by any of the Security Documents, the Secured Party shall not
enforce its rights with respect to the Collateral other than during
a Trigger Event Period.

                  30. Payments Set Aside. To the extent that either Debtor or
any other Person on behalf of such Debtor makes a payment or payments to the
Secured Party, or the Secured Party enforces its security interests or exercises
its rights of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy Law, state or Federal
Law, common Law or equitable cause, then, to the extent of such recovery, the
Secured Obligations, or any part thereof originally intended to be satisfied,
and this Agreement and all Liens, rights and remedies therefor, shall be revived
and continued in full force and effect as if such payment had not been made or
such enforcement or setoff had not occurred.

                  31. Further Assurances. The Company shall, at its sole cost
and without expense to the Secured Party, do, execute, acknowledge and deliver
all and every further acts, deeds, conveyances, mortgages, assignments, notices
of assignment, transfers and assurances as the Secured Party shall, from time to
time, reasonably require for better assuring, conveying, assigning, transferring
and confirming unto the Secured Party the property hereby conveyed, mortgaged or
assigned or intended now or hereafter

                                                       -16-

<PAGE>



so to be, or that the Company may be or hereafter become bound to convey,
mortgage or assign to the Secured Party, or for carrying out the intention or
facilitating the performance of the terms of this Agreement, or for filing,
registering or recording this Agreement.

                  32. Shared Drafting. If there shall be any ambiguity in the
terms of this Agreement, the doctrine of construction that holds that the
language of the document shall be construed against its drafter shall not apply
as all parties have shared in the drafting of this Agreement.

                  33. Limitation of Liability of Secured Party. Notwithstanding
anything to the contrary contained herein or in any of the other Financing
Documents, this Agreement has been executed by Bankers Trust (Delaware) not in
its individual capacity but solely as the Secured Party in its capacity as
Collateral Agent under the Intercreditor Agreement and, except in the case of
its gross negligence or willful misconduct, Bankers Trust (Delaware) in its
individual capacity shall have no liability for the representations, warranties,
covenants, agreements or other obligations of the Secured Party hereunder or in
any certificates, notices or agreements delivered pursuant hereto. For all
purposes of this Agreement, in the performance of its duties or obligations
hereunder, the Secured Party shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VII of the Intercreditor Agreement.

                  34. Conflict with Intercreditor Agreement. Notwithstanding
anything to the contrary contained herein or in any of the other Financing
Documents, all rights, duties, obligations and indemnities of the Secured Party
hereunder (including the standard of care pursuant to which it acts) shall be
governed by the provisions of the Intercreditor Agreement, including the
exercise of any and all remedies hereunder. In the event of a conflict between
this Agreement and the Intercreditor Agreement, the provisions of the
Intercreditor Agreement shall control.

                  35. Effect of Termination of Intercreditor Agreement.
Notwithstanding anything to the contrary contained herein, if the Intercreditor
Agreement shall be terminated while this Agreement remains in effect, each
reference in this Agreement to a Trigger Event shall be deemed to be a reference
to an Event of Default and no Senior Creditor Certificates under the
Intercreditor Agreement shall be required to be received by the Secured Party
prior to its exercise of remedies hereunder and the term "Trigger Event Period"
shall be deemed to mean the period commencing upon the occurrence of any Event
of Default and continuing for so long as such Event of Default continues.

                                                       -17-

<PAGE>



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


                     MOBILE ENERGY SERVICES COMPANY, L.L.C.,
                      an Alabama limited liability company


                                    By:     /s/
                                        Name:   Christopher J. Kysar
                                        Title:  Vice President


                                    THE INDUSTRIAL DEVELOPMENT BOARD
                                      OF THE CITY OF MOBILE, ALABAMA


                                    By:      /s/
                                        Name:   Clarence Boll, Jr.
                                        Title:  Vice President


                  BANKERS TRUST (DELAWARE), a New York banking
                     corporation, as Collateral Agent under
                                      the Intercreditor Agreement


                                    By:      /s/
                                        Name:   James H. Stallkamp
                                        Title:  President




<PAGE>



STATE OF  NEW YORK                          )
                                            )  ss.:
COUNTY OF NEW YORK                          )

                  I, the undersigned Notary Public in and for said County in
said State, hereby certify that Christopher J. Kysar whose name as Vice
President of Mobile Energy Services Company, L.L.C., an Alabama limited
liability company, is signed to the foregoing Assignment and Security Agreement
and who is known to me, acknowledged before me on this day that, being informed
of the contents of the instrument, he, as such officer and with full authority,
executed the same voluntarily for and as the act of said limited liability
company.

                  Given under my hand and seal this the 24th day of August,
1995.


                               /s/                                    (seal)
                           Notary Public


STATE OF ALABAMA                            )
                                            )  ss.:
COUNTY OF MOBILE                            )

                  I, the undersigned Notary Public in and for said County in
said State, hereby certify that Clarence Boll, Jr. whose name as Vice President
of The Industrial Development Board of the City of Mobile, Alabama, a public
corporation organized under the laws of the State of Alabama, is signed to the
foregoing Assignment and Security Agreement and who is known to me, acknowledged
before me on this day that, being informed of the contents of the instrument,
he, as such officer and with full authority, executed the same voluntarily for
and as the act of said public corporation.

                  Given under my hand and seal this the 17th day of August,
1995.



                                /s/                                     (seal)
                           Notary Public










<PAGE>



STATE OF DELAWARE                           )
                                            )  ss.:
COUNTY OF NEW CASTLE                        )

                  I, the undersigned Notary Public in and for said County in
said State, hereby certify that James H. Stallkamp whose name as President of
Bankers Trust (Delaware), a Delaware banking corporation, is signed to the
foregoing Assignment and Security Agreement and who is known to me, acknowledged
before me on this day that, being informed of the contents of the instrument,
he, as such officer and with full authority, executed the same voluntarily for
and as the act of said banking corporation.

                  Given under my hand and seal this the 21 day of August,
1995.



                              /s/                                        (seal)
                           Notary Public



<PAGE>



                                                                    Appendix A



                                  DEFINED TERMS

         For purposes of any Financing Document (as defined herein), terms used
in such Financing Document (including terms used herein) that are not otherwise
defined therein shall have the following meanings, subject to any provisions
contained in such Financing Document that affect the construction or
interpretation of such terms. Except as otherwise expressly provided in any such
Financing Document, if and to the extent that such Financing Document shall be
amended, restated, supplemented or otherwise modified from time to time pursuant
to the terms and provisions thereof, this Appendix A shall be, or be deemed to
have been, amended, restated, supplemented or otherwise modified concurrently
with the execution and delivery of such amendment, restatement, supplement or
other modification in order to conform the terms herein and therein, mutatis
mutandis, to the terms set forth in or required by such amendment, restatement,
supplement or other modification.

         Except as otherwise expressly provided in any such Financing Document:

                  (a) the terms used in such Financing Document have the
         meanings assigned to them in this Appendix A and include the plural as
         well as the singular; provided, however, that, in the case of the
         Indenture, all such terms that are defined in the Trust Indenture Act,
         either directly or by reference therein, have the meanings assigned to
         them therein;

                  (b) (i) all accounting terms not otherwise defined in such
         Financing Document have the meanings assigned to them, (ii) all
         financial statements and all certificates and reports as to financial
         matters required to be delivered to the Collateral Agent or any Senior
         Secured Party, or any other Person (as the case may be), under such
         Financing Document shall be prepared and (iii) all calculations made
         for the purpose of determining compliance with such Financing Document
         shall (except as otherwise expressly provided herein) be made, in the
         case of clauses (i), (ii) and (iii) above, in accordance with, or by
         application of, GAAP applied on a basis consistent (except
         inconsistencies that are disclosed in writing to the Collateral Agent
         or any Senior Secured Party, or any other Person (as the case may be),
         and are in accordance with GAAP as certified by a firm of independent
         certified public accountants of recognized national standing) with that
         used in the preparation of the then most recent corresponding financial
         statements furnished under such Financing Document to the Collateral
         Agent or any Senior Secured Party, or any other Person (as the case may
         be);


                                                       -21-

<PAGE>



                  (c) all references in such Financing Document to any
         designated "Article," "Section," "Appendix," "Schedule," "Exhibit" and
         other subdivision are to the designated Article, Section, Appendix,
         Schedule, Exhibit and other subdivision, respectively, of such
         Financing Document;

                  (d) all references in such Financing Document to (i) the words
         "herein," "hereof" and "hereunder" and other words of similar import
         refer to such Financing Document as a whole and not to any particular
         Article, Section or other subdivision and (ii) the term "this
         Agreement" or "this Indenture" means such Financing Document as a
         whole, including Appendices, Schedules and Exhibits thereto;

                  (e) all references in such Financing Document to any Project
         Document or other Contract defined or referred to therein shall include
         such Contract (and, in the case of the Senior Securities or any other
         instrument, any other instrument issued in substitution therefor) as
         the terms thereof may have been or may be amended, supplemented, waived
         or otherwise modified, or as such Contract may have been replaced
         (including (i) in the case of an Energy Services Agreement or the
         Master Operating Agreement, any replacement Contract therefor then
         satisfying the Restricted Payment Alternative Agreement Requirements
         with respect thereto and (ii) in the case of any Project Contract, any
         replacement Contract therefor then satisfying the Event of Default
         Alternative Agreement Requirements with respect thereto), from time to
         time;

                  (f) all references in such Financing Document to any Person
         (including any of its capacities) shall include the permitted
         successors and assigns of such Person (including in such capacity) in
         accordance with the terms of such Financing Document and the other
         Project Documents and, in the case of any Governmental Authority, any
         Person succeeding to its functions and capacities;

                  (g) all references in such Financing Document to any Law shall
         include such Law or any successor Law as amended, supplemented or
         otherwise modified and in effect from time to time, and any other Law
         in substance substituted therefor;

                  (h) any item or list of items set forth following the word
         "including," "include" or "includes" in such Financing Document is set
         forth only for the purpose of indicating that, regardless of whatever
         other items are in the category in which such item or items are
         "included," such item or items are in such category, and shall not be
         construed as indicating that the items in the category in which such
         item or items are "included" are limited to such item or items similar
         to such items;


                                                       -22-

<PAGE>



                  (i) all references in such Financing Document to the
         Collateral Agent, the Indenture Trustee, the Tax-Exempt Indenture
         Trustee, the IDB or the Working Capital Facility Provider shall be
         deemed to refer to each such Person however designated in the Financing
         Documents so that (i) references to rights or duties of the Collateral
         Agent under such Financing Document shall be deemed to include the
         rights or duties of such Person as the "Secured Party" under the
         Security Agreement and as the "Mortgagee" under the Mortgage, (ii)
         references to rights or duties of the Indenture Trustee under such
         Financing Document shall be deemed to include the rights or duties of
         such Person as a "Senior Secured Party" under the Intercreditor
         Agreement, (iii) references to rights or duties of the Tax-Exempt
         Indenture Trustee under such Financing Document shall be deemed to
         include the rights or duties of such Person as a "Senior Secured Party"
         under the Intercreditor Agreement and (iv) references to rights or
         duties of the Working Capital Facility Provider under such Financing
         Document shall be deemed to include the rights or duties of such Person
         as a "Senior Secured Party" under the Intercreditor Agreement;
         provided, however, that, if such Financing Document is (A) the Security
         Agreement, references to rights or duties of the "Secured Party"
         thereunder shall be deemed to include the rights or duties of such
         Person as the Collateral Agent, (B) the Mortgage, references to rights
         or duties of the "Mortgagee" thereunder shall be deemed to include the
         rights or duties of such Person as the Collateral Agent and (C) the
         Working Capital Facility, references to rights or duties of the "Agent"
         thereunder or a Lender shall be deemed to include the rights or duties
         of such Person as the Working Capital Facility Provider;

                  (j) all terms defined in such Financing Document shall have
         the meanings therein ascribed to them when used in any certificate,
         opinion or other document delivered pursuant thereto and, in the case
         of the Indenture and the Tax-Exempt Indenture, in the Senior
         Securities;

                  (k) all references in such Financing Document to the knowledge
         of any Person that is a corporation, limited liability company or
         partnership, or any other Person that is not an individual, with
         respect to any subject or event (including the occurrence or
         non-occurrence of any circumstance, the failure to perform or observe,
         or the satisfaction of, any covenant or agreement or the pending or
         threatened nature of any action) shall be deemed to mean that an
         Authorized Officer of such Person (or, if such Person is the Company,
         the Plant Manager thereof) has actual knowledge or awareness of such
         subject or event or when notice of such subject or event shall have
         been given, or deemed to have been given, to such Person in accordance
         with the provisions of such Financing Document; and


                                                       -23-

<PAGE>



                  (l) all references in such Financing Document to the Project
         Contracts shall be deemed to exclude any Project Contract (and the
         Consent to Assignment (if any) with respect thereto) (i) after the date
         on which such Project Contract (A) may have been terminated in
         accordance with Section 5.10 of the Indenture or Section 4.10 of the
         IDB Lease Agreement (or any comparable provision of the Working Capital
         Facility), (B) shall have reached its stated termination date (if any)
         or (C) (other than in the case of the Energy Services Agreements and
         the Master Operating Agreement in connection with a Mill Closure) shall
         have been fully and finally performed by all parties thereto and (ii)
         after the date of any disposition of the Company's rights and
         obligations under such Project Contract in accordance with Section 5.8
         of the Indenture or Section 4.8 of the IDB Lease Agreement (or any
         comparable provision of the Working Capital Facility), except, in the
         case of clauses (i) and (ii) above, if and to the extent that any
         provisions of such Project Contract so excluded provide that the rights
         and obligations of any Person that is a party to such Contract shall
         survive the termination thereof.

         "Accounts" means, collectively, the Intercreditor Agreement
Accounts, the Indenture Accounts and the Tax-Exempt Indenture
Accounts.

         "Act" has the meaning specified (a) in the case of any Holder of
Indenture Securities, in Section 1.4 of the Indenture and (b) in the case of any
Holder of Tax-Exempt Indenture Securities, in Section 1.4 of the Tax-Exempt
Indenture.

         "Additional Available Proceeds" means, with respect to any Event of
Loss or Event of Eminent Domain, monies neither constituting Revenues nor
otherwise required (except pursuant to the provisions of Section 3.10 of the
Intercreditor Agreement) to be deposited into any Account that are deposited
into the Loss Proceeds Account as other amounts available to the Company and
necessary for the rebuilding, repair, restoration or replacement of the Energy
Complex or any part thereof that has been affected by such Event of Loss or
Event of Eminent Domain (as the case may be).

         "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling or controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, the term
"control" (including the correlative meanings of the terms "controlled by" and
"under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management policies of such Person, whether through the
ownership of securities or partnership or other ownership interests or by
contract or otherwise. Notwithstanding the foregoing, Southern, Mobile Energy,
Southern Electric, the Operator and each Person owning, directly or indirectly,
five percent (5%) or more of the membership interests in the Company shall be
deemed to be an Affiliate of the Company.

                                                       -24-

<PAGE>




         "Affiliate Subordinated Debt" means any unsecured, subordinated loan or
loans to the Company from any of its Affiliates pursuant to a Subordinated Loan
Agreement, fully subordinated as to payment and exercise of remedies and payable
only from monies otherwise distributable by the Company from the Distribution
Account in accordance with the Intercreditor Agreement.

         "Aggregate Demand" has the meaning specified in the Master
Operating Agreement.

         "Alabama Act" means Ala. Code ss. 11-54-80 to ss. 11-54-101.

         "Annual Budget" means the operating plan and budget for the Energy
Complex developed by the Company for operation of the Energy Complex for any
Fiscal Year, as the same may be amended, restated, supplemented or otherwise
modified from time to time and as more particularly described in Section 5.12 of
the Indenture or Section 4.12 of the IDB Lease Agreement (or any comparable
provision of the Working Capital Facility) (as the case may be).

         "Approved Institutional Investor" has the meaning specified (a) in the
case of the Tax-Exempt Bonds, in the Limited Offering Memorandum dated August
17, 1995 relating to the initial offering thereof and (b) in the case of any
other Tax-Exempt Indenture Securities, in any other offering memorandum relating
to the initial offering of such Tax-Exempt Indenture Securities.

         "Articles of Organization" means the Articles of Organization of the
Company dated July 13, 1995.

         "Authenticating Agent" means any Person acting as Authenticating Agent
pursuant to, in the case of the Indenture, Section 9.14(b) thereof and, in the
case of the Tax-Exempt Indenture, Section 9.13(b) thereof.

         "Authorized Agent" means any Paying Agent, Authenticating Agent or
Security Registrar or other agent appointed by the Indenture Trustee or the
Tax-Exempt Indenture Trustee (as the case may be) or the Company or the IDB (as
the case may be) in accordance with the Indenture or the Tax-Exempt Indenture
(as the case may be) to perform any function that such indenture authorizes such
agent to perform.

         "Authorized Officer" means (a) in the case of a corporation (including
Mobile Energy) or limited liability company (including the Company), the chief
executive officer, the president, the chief financial officer, a vice president,
the treasurer or an assistant treasurer of such corporation or limited liability
company and (b) in the case of any general or limited partnership, any Person
authorized by the managing general partner (or such other Person that is
responsible for the management of such partnership) to take the applicable
action on behalf of such partnership or any officer (with a title specified in
clause (a) above) of such partnership's

                                                       -25-

<PAGE>



managing general partner (or such other Person that is responsible for the
management of such managing general partner).

         "Authorized Representative" means, in respect of any Person, the
individual or individuals authorized to act on behalf of such Person by the
board of directors, manager, management committee, board of control or any other
governing body of such Person as designated from time to time in a certificate
of such Person, which shall include or attach thereto specimen signatures,
delivered to the Collateral Agent upon which the Collateral Agent may
conclusively rely.

         "Authorized Trust Officer" means any officer of the Indenture Trustee
or the Tax-Exempt Indenture Trustee (as the case may be) or any other individual
who shall be duly authorized by appropriate corporate action on the part of
either such trustee to authenticate Senior Securities.

         "Automatic Acceleration Default" has the meaning specified (a) in the
case of the Indenture, in Section 8.2(a) thereof and (b) in the case of the
Tax-Exempt Indenture, in Section 8.2(a) thereof.

         "Available Amount" means, at any time, (a) in the case of any Reserve
Account Letter of Credit, the undrawn stated amount of such Reserve Account
Letter of Credit at such time and (b) in the case of any Southern Guaranty, an
amount equal to the "Available Amount" set forth therein (as such amount may be
increased or decreased in accordance with such Southern Guaranty).

         "Bankruptcy Code" means the Federal Bankruptcy Code of 1978.

         "Bankruptcy Event" means, in respect of any Person, (a) such Person's
general inability, or its admission of its inability, to pay its debts as such
debts become due, (b) the application by such Person for or its consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property, (c) the
commencement by such Person of a voluntary case under the Bankruptcy Code, (d)
the making by such Person of a general assignment for the benefit of its
creditors, (e) the filing of a petition by such Person seeking to take advantage
as a debtor of any other law relating to bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement, winding-up or readjustment of debts, (f)
the failure by such Person to controvert in a timely and appropriate manner, or
its acquiescence in writing to, any petition filed against it in an involuntary
case under the Bankruptcy Code, (g) the taking of any corporate or other action
by such Person for the purpose of effecting any of the foregoing, (h) the
commencement of a proceeding or case, without the application or consent of such
Person, in any court seeking (i) such Person's reorganization, liquidation,
dissolution, arrangement or winding-up, or the composition or readjustment of
its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator,
examiner or the like of such Person or all or any substantial part of its

                                                       -26-

<PAGE>



property or (iii) similar relief in respect of such Person under any law
relating to bankruptcy, insolvency, reorganization, winding-up or composition or
adjustment of debt and such proceeding or case specified in this clause (h)
shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and (except
in the case of Section 5.19(a)(ii) of the Indenture or Section 4.19(a)(ii) of
the IDB Lease Agreement (or any comparable provision of the Working Capital
Facility)) in effect, for a period of sixty (60) or more days or (i) an order
for relief against such Person shall be entered in any involuntary case under
the Bankruptcy Code.

         "Board of Directors" means (a) when used with respect to the Company,
the Manager of the Company and (b) when used with respect to Mobile Energy,
either the board of directors of Mobile Energy or any committee of such board
duly authorized to act for it.

         "Board Resolution" means (a) when used with respect to the Company, a
copy of a resolution certified by an Authorized Officer of the Company or the
secretary or assistant secretary of the Company as having been adopted by the
Manager of the Company and to be in full force and effect on the date of such
certification and (b) when used with respect to Mobile Energy, means a copy of a
resolution certified by an Authorized Officer or the secretary or assistant
secretary of Mobile Energy as having been adopted by the Board of Directors of
Mobile Energy and to be in full force and effect on the date of such
certification.

         "Boiler Ash Agreement" means the Boiler Ash Disposal Agreement dated as
of December 12, 1994, as amended by the First Amendment thereto dated as of July
13, 1995, between the Pulp Mill Owner and the Company (as assignee of Mobile
Energy).

         "Bond Counsel" means Balch & Bingham or other nationally recognized
counsel experienced in matters of municipal law and the tax-exempt status of
obligations under the Code.

         "Business Day" means any day other than a Saturday or Sunday or other
day on which banks in New York, New York or Atlanta, Georgia are authorized or
required to be closed.

         "Capital Budget" means the capital plan and budget developed by the
Company with respect to the capital improvements to the Energy Complex specified
in the Master Operating Agreement and certain other planned capital expenditures
thereto.

         "Capital Budget Subaccount" means the subaccount of the Completion
Account so designated established and created under Section 2.2(c) of the
Intercreditor Agreement.

         "Casualty Proceeds" means all insurance proceeds (including title
insurance proceeds) and other amounts actually received on account of an Event
of Loss, including any net interest thereon or gain in respect thereof, other
than (a) proceeds of third-party

                                                       -27-

<PAGE>



liability insurance (to the extent paid directly from an insurer or insurers to
a third-party) and (b) proceeds of business interruption insurance and other
payments received for interruption of operations. "Casualty Proceeds" do not
include Additional Available Proceeds with respect to such Event of Loss.

         "Closing Date" means the date on which the First Mortgage Bonds and the
Tax-Exempt Bonds are originally issued.

         "Coal Supplier" means E.J. Hodder & Associates, Inc., a
Tennessee corporation.

         "Coal Supply Agreement" means the Coal Supply Agreement dated as of May
1, 1995 between the Coal Supplier and the Company.

         "Code" means, as applicable, the Internal Revenue Code of 1986 and the
rules and regulations promulgated thereunder or the Internal Revenue Code of
1954 and the rules and regulations promulgated thereunder.

         "Collateral" means, collectively, all of the collateral mortgaged,
pledged or assigned, or purported to be mortgaged, pledged or assigned, to the
Collateral Agent, the Indenture Trustee or the Tax-Exempt Indenture Trustee (as
the case may be) by the Company or the IDB (as the case may be), in each case
pursuant to the granting and assigning clauses of the applicable Financing
Documents.

         "Collateral Agent" means Bankers Trust (Delaware), a Delaware banking
corporation, or any other Person appointed as a substitute or replacement
Collateral Agent under the Intercreditor Agreement.

         "Collateral Agent Claims" means all obligations of the Senior Secured
Parties and the Mobile Energy Parties, now or hereafter existing, to pay fees,
costs and expenses to the Collateral Agent pursuant to Section 7.3(f) and
Article VIII of the Intercreditor Agreement.

         "Combined Exposure" means, at any time, the sum of (a) the aggregate
principal amount of all Senior Securities Outstanding and (b) the aggregate
principal amount of all outstanding Working Capital Facility Loans made, and the
unutilized Working Capital Facility Commitment, under the Working Capital
Facility.

         "Common Services Agreement" means the Common Services Agreement dated
as of December 12, 1994, as amended by the First Amendment thereto dated as of
July 13, 1995, among the Company (as assignee of Mobile Energy), the Pulp Mill
Owner, the Tissue Mill Owner and the Paper Mill Owner.

         "Company" means Mobile Energy Services Company, L.L.C., an Alabama
limited liability company.


                                                       -28-

<PAGE>



         "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by an Authorized Officer of
the Company and delivered to the Indenture Trustee or the Tax-Exempt Indenture
Trustee (as the case may be).

         "Company Step-In Rights" has the meaning specified for "MESC Step-In
Rights" in the Master Operating Agreement.

         "Completion Account" means the Account so designated established and
created under Section 2.2(a) of the Intercreditor Agreement.

         "Consents to Assignment" means, collectively, (a) the Consents to
Assignment, the Lease Estoppel and the Supplementary Lease Estoppel of Scott
with respect to the Project Contracts to which it is a party, (b) the Consent to
Assignment of the Pulp Mill Owner with respect to the Project Contracts to which
it is a party, (c) the Consent to Assignment of the Tissue Mill Owner with
respect to the Project Contracts to which it is a party, (d) the Consent to
Assignment of the Paper Mill Owner with respect to the Project Contracts to
which it is a party, (e) the Consent to Assignment of Southern Electric with
respect to the Project Contracts to which it is a party, (f) the Consent to
Assignment of SCS with respect to the SCS Agreement, (g) any Consent to
Assignment of the Coal Supplier with respect to the Coal Supply Agreement, (h)
the Consent to Assignment of TRT with respect to the Nondisturbance Agreement
(which may be effected pursuant to the Recognition Agreement to which TRT is a
party), (i) the Consent to Assignment of the IDB with respect to the Project
Contracts to which it is a party (which may be effected pursuant to the
Recognition Agreements) and (j) the Consent to Assignment of Ahlstrom Recovery,
Inc. with respect to Purchase Order Number MG-2601.

         "Continuing Disclosure Agreement" means the Continuing Disclosure
Agreement dated as of August 1, 1995 among the Mobile Energy Parties and the
Tax-Exempt Indenture Trustee.

         "Contract" means (a) any agreement (whether executory or non- executory
and whether a Person entitled to rights thereunder is so entitled directly or as
a third-party beneficiary), including an indenture, lease or license, (b) any
deed or other instrument of conveyance, (c) any certificate of incorporation,
articles of organization or charter and (d) any by-law.

         "Corporate Trust Office" means the principal office of the Collateral
Agent, the Indenture Trustee or the Tax-Exempt Indenture Trustee (as the case
may be) at which at any particular time the corporate trust business thereof
shall be administered, which as of the Closing Date is (a) in the case of the
Collateral Agent, Bankers Trust (Delaware), c/o Bankers Trust Company, Four
Albany Street, New York, New York 10006, Attention: Corporate Trust and Agency
Group, (b) in the case of the Indenture Trustee, First Union National Bank of
Georgia, Corporate Trust Department, M/C GA9094, 999 Peachtree Street, N.E.,
Atlanta, Georgia 30309 and (c) in the

                                                       -29-

<PAGE>



case of the Tax-Exempt Indenture Trustee, First Union National Bank of Georgia,
Corporate Trust Department, M/C GA9094, 999 Peachtree Street, N.E., Atlanta,
Georgia 30309, or such other office as may be designated by the Collateral
Agent, the Indenture Trustee or the Tax-Exempt Indenture Trustee (as the case
may be) to the Mobile Energy Parties and, in the case of the Collateral Agent,
to the other Intercreditor Parties.

         "Credit Standard Event" means (a) with respect to any Reserve Account
Letter of Credit on deposit in any Reserve Account Security Account, the
unsecured long-term Debt of the provider of such Reserve Account Letter of
Credit shall not be rated "A" or higher by S&P, "A" or higher by Fitch and "A2"
or higher by Moody's and (b) with respect to any Southern Guaranty on deposit in
any Reserve Account Security Account, (i) the Collateral Agent or the Indenture
Trustee shall have been provided with an Officer's Certificate of Southern
certifying as to the determination that the Southern Credit Standard has not
been satisfied or (ii) Southern shall have failed, or the Company shall have
failed to cause Southern, to provide to the Collateral Agent or the Indenture
Trustee, on or prior to the date that is forty-five (45) days after the end of
each fiscal quarter of Southern, an Officer's Certificate of Southern certifying
as to the determination that the Southern Credit Standard has been satisfied.

         "Current Fiscal Quarter" has the meaning specified in the definition of
Maintenance Reserve Account Required Deposit.

         "Debt" means, in respect of any Person, (a) indebtedness for borrowed
money or the deferred purchase price of property or services (excluding
obligations under agreements for the purchase price of goods and services in the
normal course of business which are not more than ninety (90) days past due),
(b) obligations as lessee under leases that shall have been or should be, in
accordance with GAAP, recorded as capital leases, (c) obligations (whether
matured or contingent) with respect to any letters of credit issued for the
account of such Person, (d) obligations under direct or indirect guaranties or
other similar contingent liabilities in respect of, and obligations (contingent
or otherwise) to purchase or otherwise acquire, or otherwise assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clause (a), (b) or (c) above and (e) all Debt of another Person
secured by a lien on any property owned by the first Person (whether or not such
Debt has been assumed by such first Person).

         "Debt Service Event" means (a) with respect to any Reserve Account
Letter of Credit on deposit in any Reserve Account Security Account, the
authorization of the Collateral Agent, the Indenture Trustee or the Tax-Exempt
Indenture Trustee (as the case may be) to draw upon such Reserve Account Letter
of Credit pursuant to (i) if such Reserve Account Security Account is the
Maintenance Plan Funding Subaccount, clause third of Section 3.5(c) of the
Intercreditor Agreement, (ii) if such Reserve Account Security

                                                       -30-

<PAGE>



Account is the Distribution Account, clause second of Section 3.8(b) of the
Intercreditor Agreement, (iii) if such Reserve Account Security Account is a
Debt Service Reserve Account, clause second of Section 4.5 of the Indenture and
(iv) if such Reserve Account Security Account is a Tax-Exempt Debt Service
Reserve Account, clause second of Section 4.6 of the Tax-Exempt Indenture and
(b) with respect to any Southern Guaranty on deposit in any Reserve Account
Security Account, the authorization of the Collateral Agent or the Indenture
Trustee (as the case may be) to call upon such Southern Guaranty pursuant to (i)
if such Reserve Account Security Account is the Maintenance Plan Funding
Subaccount, clause fourth of Section 3.5(c) of the Intercreditor Agreement, (ii)
if such Reserve Account Security Account is the Distribution Account, clause
third of Section 3.8(b) of the Intercreditor Agreement and (iii) if such Reserve
Account Security Account is a Debt Service Reserve Account, clause third of
Section 4.5 of the Indenture.

         "Debt Service Reserve Account" means any Account so designated (if any)
established and created under any Series Supplemental Indenture to the Indenture
for the benefit of Holders of Indenture Securities established thereunder.

         "Debt Service Reserve Account Required Balance" means, in respect of
any Debt Service Reserve Account, the amount so designated in the Series
Supplemental Indenture to the Indenture establishing such Debt Service Reserve
Account.

         "Default Event" means (a) with respect to any Reserve Account Letter of
Credit on deposit in any Reserve Account Security Account, (i) the provider of
such Reserve Account Letter of Credit shall default in its payment obligations
thereunder or (ii) the provider of such Reserve Account Letter of Credit shall
become insolvent and (b) with respect to any Southern Guaranty, (i) Southern
shall fail to perform any of the "Guaranteed Obligations" thereunder as and when
due or (ii) Southern shall become insolvent.

         "Designated Southern Subsidiaries" means, for purposes of the
satisfaction of the Southern Credit Standard, all of the Eligible Southern
Subsidiaries other than, as designated by the Company to be excluded for such
purposes, any one or all (including any combination) of the Eligible Southern
Subsidiaries, provided that the aggregate net worth of such Eligible Southern
Subsidiaries so excluded is equal to or less than ten percent (10%) of the
aggregate net worth of all of the Eligible Southern Subsidiaries. For such
purposes, "net worth" means (a) par value of common stock plus (b) paid-in
capital plus (c) premium on preferred stock plus (d) retained earnings minus (e)
accrued and unpaid dividends on, or other amounts due and payable in respect of,
capital stock, in each case, of each of such Eligible Southern Subsidiaries.

         "Determination of Taxability" means a final determination by the
Internal Revenue Service or a court of competent jurisdiction in a proceeding in
which the Company has been afforded an

                                                       -31-

<PAGE>



opportunity to participate, or, at the election of the Company in its sole
discretion, a determination by the Company based on an opinion of Bond Counsel,
that as a result of any event the interest payable on any Tax-Exempt Indenture
Security (in respect of which, at the time of original issuance, the Tax-Exempt
Indenture Trustee received an opinion of Bond Counsel to the effect that
interest payable on such Tax-Exempt Indenture Security was not includable for
Federal income tax purposes in the gross income of any owner of such Tax-Exempt
Indenture Security (other than an owner who is a "substantial user" of the
Energy Complex or a "related person" within the meaning of Section 147(a) of the
Code)) is includable for Federal income tax purposes in the gross income of any
owner of such Tax-Exempt Indenture Security (other than any owner who is a
"substantial user" of the Energy Complex or a "related person" within the
meaning of Section 147(a) of the Code). No such determination by the Internal
Revenue Service shall be considered final unless the Company has been given
written notice and, if it so desires, has been given the opportunity to contest
the same, either directly or in the name of any owner of a Tax-Exempt Indenture
Security and until the conclusion of any appellate review, if sought. Interest
on Tax-Exempt Indenture Securities shall not be deemed includable for Federal
income tax purposes merely by reason of such interest being treated as a tax
preference item for purposes of a Federal alternative minimum tax, loss of or
reduction in a related deduction or other indirect adverse tax consequences.

         "Distribution Account" means the Account so designated established and
created under Section 2.2(a) of the Intercreditor Agreement.

         "Distribution Date" means any Business Day following an Interest
Payment Date and preceding the Monthly Transfer Date immediately succeeding such
Interest Payment Date, as selected by
the Company.

         "Easement Deeds" means, collectively, (a) the Easement Deed, dated as
of December 12, 1994 between the Company (as assignee of Mobile Energy) and the
Pulp Mill Owner granting the Company certain easements, (b) the Easement Deed
dated as of December 12, 1994 between the Company (as assignee of Mobile Energy)
and the Pulp Mill Owner granting the Pulp Mill Owner certain easements, (c) the
Easement Deed dated as of December 12, 1994 between the Company (as assignee of
Mobile Energy) and the Tissue Mill Owner granting the Company certain easements,
(d) the Easement Deed dated as of December 12, 1994 between the Company (as
assignee of Mobile Energy) and the Tissue Mill Owner granting the Tissue Mill
Owner certain easements, (e) the Easement Deed dated as of December 12, 1994
between the Company (as assignee of Mobile Energy) and the Paper Mill Owner
granting the Company certain easements and (f) the Easement Deed dated as of
December 12, 1994 between the Company (as assignee of Mobile Energy) and the
Paper Mill Owner granting the Paper Mill Owner certain easements.


                                                       -32-

<PAGE>



         "Easements" means, collectively, all easements, licenses, franchises,
rights-of-way and spur track agreements to which the Company is now or hereafter
a party or beneficiary affecting construction on, or the use or operation of, or
constituting a part of, the Site (including the Easement Deeds).

         "Eligible Southern Subsidiaries" means, at any time, each of Alabama
Power Company, an Alabama corporation, Georgia Power Company, a Georgia
corporation, Gulf Power Company, a Maine corporation, Mississippi Power Company,
a Mississippi corporation, and Savannah Electric and Power Company, a Georgia
corporation, provided that a majority of the voting securities of such Person is
owned, directly or indirectly, by Southern at such time.

         "Eminent Domain Proceeds" means all amounts and proceeds actually
received in respect of any Event of Eminent Domain, including any net interest
thereon or gain in respect thereof. "Eminent Domain Proceeds" do not include
Additional Available Proceeds with respect to such Event of Eminent Domain.

         "Energy Complex" has the meaning specified in the Master
Operating Agreement.

         "Energy Services Agreements" means, collectively, the Pulp Mill Energy
Services Agreement, the Tissue Mill Energy Services Agreement and the Paper Mill
Energy Services Agreement.

         "Environmental Bonds" means, collectively, (a) (i) the IDB's
Environmental Improvement Revenue Bonds (Scott Paper Company Project), Series A
of 1973, (ii) the IDB's Environmental Improvement Revenue Bonds (Scott Paper
Company Project), Series A of 1976 and (iii) the IDB's Environmental Improvement
Revenue Bonds (Scott Paper Company Project), Series A of 1980, in the case of
clauses (i), (ii) and (iii) above, issued under and secured by a Trust Indenture
dated as of April 1, 1973, as supplemented by a First Supplemental Indenture
thereto dated as of September 1, 1976 and a Second Supplemental Indenture
thereto dated as of October 1, 1980 between the IDB and AmSouth Bank of Alabama,
as trustee, and (b) the IDB's Industrial Revenue Bonds (Scott Paper Company
Project), Series B of 1976 issued under and secured by a Trust Indenture dated
as of September 1, 1976 between the IDB and AmSouth Bank of Alabama, as trustee
 .

         "Environmental Indemnity Agreements" means, collectively, (a) the Pulp
Mill Environmental Indemnity Agreement dated as of December 12, 1994, as amended
by the First Amendment thereto dated as of July 13, 1995, between the Company
(as assignee of Mobile Energy) and the Pulp Mill Owner, (b) the Paper Mill
Environmental Indemnity Agreement dated as of December 12, 1994, as amended by
the First Amendment thereto dated as of July 13, 1995, between the Company (as
assignee of Mobile Energy) and the Paper Mill Owner, (c) the Tissue Mill
Environmental Indemnity Agreement dated as of December 12, 1994, as amended by
the First Amendment thereto dated as of July 13, 1995, between the Company (as
assignee of Mobile

                                                       -33-

<PAGE>



Energy) and the Tissue Mill Owner and (d) the Scott Environmental Indemnity
Agreement dated as of December 12, 1994, as amended by the First Amendment
thereto dated as of July 13, 1995, between Scott and the Company (as assignee of
Mobile Energy).

         "Environmental Requirement" means any Governmental Approvals
in effect from time to time relating to the protection of the
environment or otherwise addressing environmental issues or
environmental requirements of or by any Governmental Authority, or
otherwise relating to noise or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport,
emission, discharge, release or handling of Hazardous Material,
including the Comprehensive Environmental Response Compensation,
and Liability Act of 1980 (42 U.S.C. ss. 9601 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. ss. 1801 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. ss. 6901 et seq.),
the Toxic Substance Control Act (15 U.S.C. ss. 2601 et seq.), the
Clean Air Act (42 U.S.C. ss. 7401 et seq.), the Clean Water Act (33
U.S.C. ss. 1251 et seq.), the Emergency Planning and Community Right
to Know Act (42 U.S.C. ss. 1101 et seq.), the Federal Insecticide,
Fungicide and Rodenticide Act (7 U.S.C. ss. 136 et seq.), the Oil
Pollution Act of 1990 (33 U.S.C. ss. 2761), the Occupational Health
and Safety Act (29 U.S.C. ss. 641 et seq.), the Pollution Prevention
Act (42 U.S.C. ss. 1201 et seq.), the Safe Drinking Water Act (42
U.S.C. ss. 300f et seq.), Preservation Development, Etc. of Coastal
Areas (Ala. Code ss. 9-7-1 et seq.), the Alabama Environmental
Management Act (Ala. Code ss. 22-22A-1 et seq.), the Alabama Water
Pollution Control Act (Ala. Code ss. 22-22A-1 et seq.), the Alabama
Safe Drinking Water Act (Ala. Code ss. 22-23-30 et seq.), Water Well
Standards (Ala. Code ss. 22-24-1 et seq.), Water Wastewater Systems
and Treatment Plants (Ala. Code ss. 22-25-1 et seq.), Sewage
Collection, Treatment, and Disposal Facilities (Ala. Code ss. 22-26-1
et seq.), Solid Wastes Disposal Act (Ala. Code ss. 22-27-1 et seq.),
the Alabama Air Pollution Control Act of 1971 (Ala. Code ss. 22-28-1
et seq.), the Hazardous Wastes Management and Minimization Act
(Ala. Code ss. 22-30-1 et seq.), the Alabama Hazardous Substance
Cleanup Fund (Ala. Code ss. 22-30A-1 et seq.), the Water Pollution
Control Authority (Ala. Code ss. 22-34-1 et seq.), the Alabama
Underground and Aboveground and Storage Tank Trust Fund Act (Ala.
Code ss. 22-35-1 et seq.), the Alabama Underground Storage Tank and
Wellhead Protection Act of 1988 (Ala. Code ss. 22-36-1 et seq.) and
the Alabama Lead Ban Act of 1988 (Ala. Code ss. 22-37-1 et seq.) and,
in each case, any regulations promulgated thereunder.

         "ERISA" means the Employee Retirement Income Security Act of
1974.

         "ESA Blockage Event" means, with respect to any Mill Owner or its
respective Energy Services Agreement or its Mill, that:

                  (a) such Energy Services Agreement or the Master Operating
         Agreement has been declared unenforceable by a Governmental Authority
         having jurisdiction, unless the Company has delivered to the applicable
         Senior Secured Parties and the

                                                       -34-

<PAGE>



         Collateral Agent an Officer's Certificate, together with an Independent
         Engineer Confirmation, certifying that either (i) such Energy Services
         Agreement or the Master Operating Agreement (as the case may be) has
         been reinstated on identical and enforceable terms by the Company and
         such Mill Owner, (ii) such declaration of enforceability has been
         overruled, reversed or rescinded by such Governmental Authority or by
         another Governmental Authority having final jurisdiction or greater
         jurisdiction than such first Governmental Authority or (iii) the
         Company has satisfied the Restricted Payment Alternative Agreement
         Requirements with respect to such Energy Services Agreement or the
         Master Operating Agreement (as the case may be);

                  (b) such Mill Owner has either (i) terminated, or delivered
         written notice pursuant to the Master Operating Agreement of its
         intention to terminate (which notice has not been rescinded), its
         rights and obligations under such Energy Services Agreement or the
         Master Operating Agreement in connection with a Mill Closure with
         respect to such Mill or (ii) denied that it has any obligations and
         substantially ceased performance under such Energy Services Agreement
         or the Master Operating Agreement, unless, in either case, the Company
         has delivered to the applicable Senior Secured Parties and the
         Collateral Agent an Officer's Certificate, together with an Independent
         Engineer Confirmation, certifying that either (A) such Energy Services
         Agreement or the Master Operating Agreement (as the case may be) has
         been reinstated on identical and enforceable terms by the Company and
         such Mill Owner or, provided that another Person is reasonably capable
         of performing such Mill Owner's obligations under such Energy Services
         Agreement or the Master Operating Agreement (as the case may be), by
         the Company and such other Person or (B) the Company has satisfied the
         Restricted Payment Alternative Agreement Requirements with respect to
         such Energy Services Agreement or the Master Operating Agreement (as
         the case may be);

                  (c) a default has occurred and is continuing in respect of
         such Mill Owner's obligations under such Energy Services Agreement or
         the Master Operating Agreement, unless, if such Energy Services
         Agreement or the Master Operating Agreement with respect to such Mill
         Owner has been terminated as a result of such default, the Company has
         delivered to the applicable Senior Secured Parties and the Collateral
         Agent an Officer's Certificate, together with an Independent Engineer
         Confirmation, certifying that the Company has satisfied the Restricted
         Payment Alternative Agreement Requirements with respect to such Energy
         Services Agreement or the Master Operating Agreement (as the case may
         be);

                  (d) based upon the knowledge of either of the Mobile Energy
         Parties, it is reasonably likely that, on or prior to the next
         Distribution Date, either (i) there will be a Mill

                                                       -35-

<PAGE>



         Closure with respect to such Mill or (ii) such Mill Owner will deliver
         written notice pursuant to the Master Operating Agreement of such Mill
         Owner's intention to terminate its rights and obligations under such
         Energy Services Agreement or the Master Operating Agreement, unless, in
         either case, if such Energy Services Agreement or the Master Operating
         Agreement with respect to such Mill Owner has been terminated as a
         result of such Mill Closure, the Company has delivered to the
         applicable Senior Secured Parties and the Collateral Agent an Officer's
         Certificate, together with an Independent Engineer Confirmation,
         certifying that the Company has satisfied the Restricted Payment
         Alternative Agreement Requirements with respect to such Energy Services
         Agreement or the Master Operating Agreement (as the case may be); or

                  (e) a Bankruptcy Event has occurred and is continuing in
         respect of such Mill Owner, unless (i) the obligations of such Mill
         Owner under such Energy Services Agreement and the Master Operating
         Agreement have been expressly assumed with the approval of a court of
         competent jurisdiction or (ii) if such Energy Services Agreement or the
         Master Operating Agreement with respect to such Mill Owner has been
         rejected or otherwise terminated, the Company has delivered to the
         applicable Senior Secured Parties and the Collateral Agent an Officer's
         Certificate, together with an Independent Engineer Confirmation,
         certifying that the Company has satisfied the Restricted Payment
         Alternative Agreement Requirement with respect to such Energy Services
         Agreement or the Master Operating Agreement (as the case may be).

         "Event of Default" means, so long as there are any Financing
Commitments or any Financing Liabilities outstanding, an "Event of Default"
under the Indenture, an "Event of Default" under the Tax- Exempt Indenture or an
"Event of Default" under the Working Capital Facility.

         "Event of Default Alternative Agreement Requirements" means, with
respect to any Project Contract, another Contract entered into by the Company
with one or more Persons in substitution for or replacement of any such Project
Contract, with respect to some or all of the Processing Services or other
services formerly provided by or to the Company thereunder, provided that such
alternative Contract (a) contains substantially equivalent terms and conditions
or, if such terms and conditions are no longer available on a commercially
reasonable basis, the terms and conditions then available on a commercially
reasonable basis, (b) would, after giving effect to such alternative Contract
and based on projections prepared by the Company on a reasonable basis, maintain
a minimum annual Senior Debt Service Coverage Ratio for each Fiscal Year through
the final maturity date of the Outstanding Indenture Securities or the
Outstanding Tax-Exempt Indenture Securities (as the case may be) projected to be
equal to or greater than the lesser of (i) the minimum annual Senior Debt
Service Coverage Ratio projected to have been in effect for such Fiscal Year had

                                                       -36-

<PAGE>



performance under such Project Contract continued and (ii) 1.2 to 1.0 and (c) is
reasonably capable of being performed by the parties thereto. Notwithstanding
the foregoing, such alternative Contract need not satisfy the conditions
described in clauses (a) and (b) above, provided that (A) the Company delivers
to the applicable Senior Secured Parties an Officer's Certificate, together with
an Independent Engineer Confirmation, certifying that the Company has satisfied
the Restricted Payment Alternative Agreement Requirements (other than the
conditions set forth in subclauses (C) and (D) of clause (b)(ii) of the
definition of Restricted Payment Alternative Agreement Requirements with respect
to such alternative Contract) and (B) after giving effect to such alternative
Contract and based on projections prepared by the Company on a reasonable basis,
the average of the annual Senior Debt Service Coverage Ratios through the final
maturity date of the Outstanding Indenture Securities or the Tax-Exempt
Indenture Securities (as the case may be) is projected to be at least 1.2 to
1.0.

         "Event of Eminent Domain" means any compulsory transfer or taking, or
transfer under threat of compulsory transfer or taking, of a material part of
the Energy Complex by any Governmental Authority or any Person acting with the
authority thereof for more than six (6) months, unless such transfer or taking
is the subject of a Good Faith Contest.

         "Event of Loss" means any physical loss or destruction of, or
destruction to, the Energy Complex, or any other event that causes all or a
material part of the Energy Complex to be rendered unfit for normal use for any
reason whatsoever, including through failure of title.

         "Excess Loss Proceeds" means, with respect to any Event of Loss or
Event of Eminent Domain, monies in an amount equal to the excess, if any, of all
of the Loss Proceeds with respect to such Event of Loss or Event of Eminent
Domain (as the case may be) over the total cost of the rebuilding, repair,
restoration or replacement of the Energy Complex or any part thereof that has
been affected by such Event of Loss or Event of Eminent Domain (as the case may
be).

         "Exchange Act" means the Securities Exchange Act of 1934.

         "Financing Commitment" means any commitment pursuant to the Financing
Documents to provide credit to the Company.

         "Financing Documents" means all Contracts evidencing or
securing the Financing Liabilities.

         "Financing Liabilities" means all indebtedness, liabilities and
obligations of the Mobile Energy Parties (including principal, interest, fees,
reimbursement obligations, penalties, indemnities and legal expenses, whether
due to acceleration or otherwise) owing to the Senior Secured Parties (of
whatsoever nature and however evidenced) under or pursuant to (a) the Indenture
(including the

                                                       -37-

<PAGE>



Guaranty), (b) the Senior Securities, (c) the IDB Lease Agreement, (d) the
Tax-Exempt Indenture, (e) the Working Capital Facility and any evidence of
indebtedness entered into thereunder and (f) the other Security Documents, in
the case of clause (a) through (f) above, whether direct or indirect, primary or
secondary, fixed or contingent or now or hereafter arising out of or relating to
any such Contract.

         "Financing Statements" means Uniform Commercial Code financing
statements filed in connection with the other Security Documents.

         "First Mortgage Bonds" means the Indenture Securities issued
on the Closing Date under the first Series Supplemental Indenture
to the Indenture.

         "Fiscal Quarter" means the period of time beginning at 12:01
a.m. on the first day of each calendar quarter and ending at
midnight on the last day of such calendar quarter.

         "Fiscal Year" means the period of time beginning at 12:01 a.m.
on January 1 of each year and ending at midnight on December 31 of
such year.

         "Fitch" means Fitch Investors Service, L.P., a New York
limited partnership.

         "Fuel Inventory" means fuel inventory of the Energy Complex, in
whatever form, including oil, gas, coal, black liquor, biomass and sludge.

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

         "GDPIPD" means the Gross Domestic Product Implicit Price Deflator as
published in the United States Department of Commerce, Bureau of Analysis
publication entitled "Survey of Current Business." If the Gross Domestic Product
Implicit Price Deflator ceases to exist or is no longer available, the Company,
with the approval of the Independent Engineer, shall designate a substitute
index that is reasonably similar to the Gross Domestic Product Implicit Price
Deflator.

         "GDPIPD Factor" means, with respect to each Fiscal Year, the GDPIPD
most recently published during or prior to such Fiscal Year divided by the
GDPIPD published with respect to December 1994; provided, however, that such
GDPIPD Factor shall not be less than one (1).

         "Good Faith Contest" means the contest of an item if (a) such item is
diligently contested in good faith by appropriate proceedings and adequate
reserves or bonding are established in accordance with GAAP with respect to such
item and (b) the failure to pay or comply with such item during the period of
such contest would not result in a Material Adverse Effect.

                                                       -38-

<PAGE>




         "Governmental Approvals" means those authorizations, consents,
approvals, waivers, exemptions, variances, registrations, certifications,
permissions, permits and licenses with any Governmental Authority required for
the ownership and operation of the Energy Complex and the performance of a
Person's obligations under the Project Documents.

         "Governmental Authority" means any Federal, state, city, county,
municipal, foreign, international, regional or other governmental or regulatory
authority, agency, department, board, body, instrumentality, commission, arbiter
or court.

         "Guaranteed Obligations" means all indebtedness, liabilities,
obligations, covenants and duties of, and all terms and conditions to be
observed by, the Company (including in its capacity as a "debtor in possession"
under the Bankruptcy Code) due or owing to, or in favor or for the benefit of,
the Senior Secured Parties under the Security Documents or the Working Capital
Facility (as the case may be), in each case (a) whether due or owing to, or in
favor or for the benefit of, the Senior Secured Parties or any other Person that
becomes the Indenture Trustee, the Tax-Exempt Indenture Trustee or the Working
Capital Facility Provider (as the case may be) by reason of any succession or
assignment at any time thereafter and (b) whether or not an allowable claim
against the Company under the Bankruptcy Code, or otherwise enforceable against
the Company, and including, in any event, interest accruing after the filing by
or against the Company of a petition under the Bankruptcy Code; provided,
however, that the satisfaction of the Guaranteed Obligations shall be
non-recourse to any monies or other assets of Mobile Energy acquired through or
on account of its interests in the Southern Master Tax Sharing Agreement to the
extent such assets are not commingled with any of Mobile Energy's other assets
or any monies or assets of the Company.

         "Guaranty" means the unconditional guaranty by Mobile Energy of the
Guaranteed Obligations included in Article XIV of the Indenture, Article VIII of
the IDB Lease Agreement and Article VIII of the Working Capital Facility (as the
case may be).

         "Hazardous Materials" means hazardous wastes, hazardous substances,
hazardous constituents, air contaminants or toxic substances, whether solids,
liquids or gases, including substances defined or otherwise regulated as
"hazardous materials," "regulated substances," "hazardous wastes," "hazardous
substances," "toxic substances," "pollutants," "contaminants," "carcinogens,"
"hazardous air pollutants," "criteria pollutants," "reproductive toxins,"
"radioactive materials," "toxic chemicals," or other similar designations in, or
otherwise subject to regulation under, any Environmental Requirement, including
petroleum hydrocarbons, asbestos-containing materials, urea formaldehyde foam
insulation, polychlorinated biphenyls and radionuclides.

         "Holder" means a Person in whose name an Indenture Security or
a Tax-Exempt Indenture Security (as the case may be) is registered

                                                       -39-

<PAGE>



in the register providing for the registration, including upon transfer or
exchange, thereof pursuant to the Indenture or the Tax- Exempt Indenture (as the
case may be).

         "IDB" means The Industrial Development Board of the City of
Mobile, Alabama.

         "IDB Claims" means all obligations of the Mobile Energy Parties, now or
hereafter existing, to pay fees, costs, expenses, indemnification payments or
other amounts to the IDB under the Financing Documents, other than (a) rent
payments under the IDB Lease Agreement and (b) payments in respect of principal
of and premium, if any, and interest on the 1994 Bonds.

         "IDB Lease Agreement" means the Amended and Restated Lease and
Agreement dated as of August 1, 1995 among the IDB and the Mobile Energy
Parties.

         "IDB Request" and "IDB Order" mean, respectively, a written request or
order signed in the name of the IDB by an Authorized Officer of the IDB and
delivered to the Tax-Exempt Indenture Trustee.

         "Income Tax Deficiency" means (a) with respect to the second
Distribution Date during any Fiscal Year, an amount equal to the excess, if any,
of (i) an amount equal to the sum of (A) the combined Federal and State of
Alabama quarterly estimated income tax payments that would have been required to
be paid by all Members during such Fiscal Year prior to such Distribution Date
and (B) one-half of the amounts estimated to be required to be paid for County
and City of Mobile, Alabama income taxes in respect of such Fiscal Year, if any,
all calculated, solely for this purpose, as if such Members collectively were a
single "stand-alone" domestic Alabama corporation for purposes of Federal, state
and local taxes that would not (1) be a member of a consolidated, affiliated,
combined, unitary or other tax group, (2) be a party to any tax sharing
arrangements with any other Person and (3) have income, loss or credits
(including loss and credit carryovers) available to it that would not be
attributable to any ownership interest in the Company over (ii) the amount of
distributions, if any, from the Distribution Account and the Subordinated Fee
Account made on the first Distribution Date during such Fiscal Year in excess of
the amount of distributions, if any, that would have been calculated by clause
(b) below with respect to such Distribution Date and (b) with respect to the
first Distribution Date during any Fiscal Year, an amount equal to the excess,
if any, of (i) an amount equal to the estimate, as of such Distribution Date, of
the combined Federal, State of Alabama, and County and City of Mobile, Alabama
income taxes that relate to the immediately preceding Fiscal Year of all
Members, all calculated solely for this purpose, as if such Members collectively
were a single "stand-alone" domestic Alabama corporation for purposes of
Federal, state and local taxes that would not (A) be a member of a consolidated,
affiliated, combined, unitary or other tax group, (B) be a party to any tax
sharing

                                                       -40-

<PAGE>



arrangements with any other Person and (C) have income, loss or credits
(including loss and credit carryovers) available to it that would not be
attributable to any ownership interest in the Company over (ii) the amount of
distributions, if any, from the Distribution Account and the Subordinated Fee
Account made on the second Distribution Date of such prior Fiscal Year.

         "Indenture" means the Trust Indenture dated as of August 1, 1995 among
the Mobile Energy Parties and the Indenture Trustee.

         "Indenture Accounts" means, with respect to the Indenture Securities of
any series, the Indenture Securities Account and each Debt Service Reserve
Account (if any) established for the benefit of Holders of the Indenture
Securities of such series.

         "Indenture Distribution Amount" means, in respect of any Excess Loss
Proceeds with respect to an Event of Loss or Event of Eminent Domain to be
applied pursuant to Section 6.2(b) of the Intercreditor Agreement, an amount
equal to the Indenture's Percentage Share of (a) such Excess Loss Proceeds and
(b) the Redistributed Proceeds with respect to such Excess Loss Proceeds.

         "Indenture Securities" means all Debt issued pursuant to the
Indenture.

         "Indenture Securities Account" means the Account so designated
established and created under Section 4.1 of the Indenture.

         "Indenture Securities Collateral" means, collectively, (a) all of the
collateral mortgaged, pledged or assigned, or purported to be mortgaged, pledged
or assigned, to the Indenture Trustee by the Company pursuant to the granting
and assigning clauses of the Indenture and (b) the Shared Collateral.

         "Indenture Securities Interest Subaccount" means the subaccount of the
Indenture Securities Account so designated established and created under Section
4.1 of the Indenture.

         "Indenture Securities Principal Subaccount" means the subaccount of the
Indenture Securities Account so designated established and created under Section
4.1 of the Indenture.

         "Indenture Securities Redemption Subaccount" means the subaccount of
the Indenture Securities Account so designated established and created under
Section 4.1 of the Indenture.

         "Indenture Trustee" means First Union National Bank of Georgia, a
national banking association organized and existing under the laws of the United
States of America.

         "Independent Engineer" means Stone & Webster Engineering Corporation or
another nationally recognized consulting or engineering firm appointed
Independent Engineer pursuant to the terms of the Intercreditor Agreement.

                                                       -41-

<PAGE>




         "Independent Engineer Agreement" means the Independent Engineer
Agreement dated as of August 1, 1995 between the Company and the Independent
Engineer or any other similar Contract among such Persons.

         "Independent Engineer Confirmation" means a certificate signed by an
authorized representative of the Independent Engineer confirming the
reasonableness of statements and projections contained in certain Officer's
Certificates delivered to the applicable Senior Secured Parties or the
Collateral Agent under the Financing Documents, which confirmation may not be
unreasonably withheld, conditioned or delayed.

         "Independent Insurance Advisor" means Sedgwick James or another
nationally recognized insurance advisory firm appointed as insurance advisor
under the Indenture and the Tax-Exempt Indenture by the Collateral Agent.

         "Intercreditor Agreement" means the Intercreditor and Collateral Agency
Agreement dated as of August 1, 1995 among the Senior Secured Parties, the
Collateral Agent, the IDB and the Mobile Energy Parties.

         "Intercreditor Agreement Accounts" means, collectively, the
Completion Account, the Revenue Account, the Mill Owner Reimbursement Account,
the Working Capital Facility Account, the Operating Account, the Maintenance
Reserve Account, the Loss Proceeds Account, the Subordinated Debt Account, the
Subordinated Fee Account and the Distribution Account.

         "Intercreditor Parties" means, collectively, the Senior Secured
Parties, the IDB, the Mobile Energy Parties, any Subordinated Debt Provider and
any other Person party to the Intercreditor Agreement (other than the Collateral
Agent).

         "Interest Payment Date" means each January 1 and July 1 of each year,
commencing January 1, 1996.

         "Investment Grade" means a rating in one of the four highest categories
(without regard to subcategories within such rating categories) by a Rating
Agency.

         "Law" means any constitution, treaty, statute, code, ordinance,
regulation, order, decree, writ or judicial or arbitral decision.

         "Lease" means the Lease Agreement dated as of December 12, 1994, as
amended by the First Amendment thereto dated as of July, 13, 1995, between
Scott, as lessor, and the Company (as assignee of Mobile Energy), as lessee.

         "Lease Documents" means, collectively, the IDB Lease Agreement, the
Tax-Exempt Indenture (including any Series Supplemental Indenture) and (to the
extent relating to, or

                                                       -42-

<PAGE>



securing, the Tax-Exempt Indenture Securities) the other Financing
Documents.

         "Lease Indemnity" means the Letter Agreement dated August 1, 1995 by
the Mobile Energy Parties in favor of Scott, providing for the indemnification
of Scott with respect to matters arising under the Utilities Land Sublease dated
as of December 1, 1983, as amended, between Scott and the IDB.

         "Leased Land" means the land underlying the components of the
Tax-Exempt Project marked on Exhibit A to the IDB Lease Agreement.

         "Lenders" has the meaning specified in the Working Capital
Facility.

         "Lien" means any lien, claim, security interest, mortgage, trust
arrangement, judgment, pledge, option, charge, easement, encumbrance, title
retention, conditional sales agreement, encroachment, right-of-way, building or
use restriction, preferential right or any other security agreement, arrangement
or similar right in favor of any Person, whether voluntarily incurred or arising
by operation of law, and includes any agreement to give any of the foregoing in
the future, and any contingent sale or other title retention agreement or lease
in the nature thereof.

         "Loss Proceeds" means, as applicable, Casualty Proceeds or
Eminent Domain Proceeds.

         "Loss Proceeds Account" means the Account so designated established and
created under Section 2.2(a) of the Intercreditor Agreement.

         "Maintenance Excess Funding Subaccount" means the subaccount of the
Maintenance Reserve Account so designated established and created under Section
2.2(b) of the Intercreditor Agreement.

         "Maintenance Expenditures" means all costs and expenses of operating
and maintaining the Energy Complex and, when the Company is exercising the
Company Step-In Rights, the Pulp Mill Step-In Equipment, other than (a) fuel
costs and expenses, (b) labor and employee expenses, including fringe benefits
and labor relations expense, (c) payments for insurance premiums and like
insurance related expenses required or otherwise maintained under any Project
Document, (d) costs and expenses of consumable items such as process or cleaning
chemicals and lubricants, (e) equipment rental, small tools and vehicle
maintenance expenses, (f) costs and expenses associated with legal, accounting
and other office and administrative functions, (g) permitting fees, (h) costs
and expenses of safety supplies, office supplies and other office expenses, (i)
property taxes and payments made in lieu of taxes, (j) computer maintenance
expenses, (k) any amounts payable for services rendered under the Common
Services Agreement, (l) ash disposal costs, (m) liquidated damages payable to
the Mill Owners under the Master Operating Agreement, (n) amounts payable to the

                                                       -43-

<PAGE>



Mill Owners in connection with the exercise of Mill Owner Step-In Rights, (o)
any amounts required to be rebated to the United States government pursuant to
Section 148 of the Code in connection with any series of the Tax-Exempt
Indenture Securities (to the extent not already provided for in the Tax-Exempt
Indenture) and (p) payments to the IDB (including IDB Claims and payments
required to be made by the Company with respect to the 1994 Bonds), in the case
of clauses (a) through (p) above, to the extent the foregoing costs or expenses
are not customarily treated as capital expenditures.

         "Maintenance Plan" means the maintenance plan and budget for the Energy
Complex, as the same may be amended, restated, supplemented or otherwise
modified from time to time and as more particularly described in Section 5.12 of
the Indenture or Section 4.12 of the IDB Lease Agreement (or any comparable
provision of the Working Capital Facility) (as the case may be).

         "Maintenance Plan Funding Subaccount" means the subaccount of the
Maintenance Reserve Account so designated established and created under Section
2.2(b) of the Intercreditor Agreement.

         "Maintenance Reserve Account" means the Account so designated
established and created under Section 2.2(a) of the Intercreditor Agreement.

         "Maintenance Reserve Account Balance" means, with respect to the
Current Fiscal Quarter, the sum of (a) the monies on deposit in the Maintenance
Reserve Account, (b) amounts available to be drawn or called upon under any
Reserve Account Security deposited in the Maintenance Plan Funding Subaccount
and (c) the monies on deposit in, or otherwise credited to (by means of a
guaranty, capital infusion agreement or otherwise), the Mill Owner Maintenance
Reserve Account, in the case of clauses (a), (b) and (c) above, at the beginning
of the Current Fiscal Quarter.

         "Maintenance Reserve Account Required Deposit" means, with respect to
any Fiscal Quarter during any Fiscal Year (the "Current Fiscal Quarter"), one or
more deposits into the Maintenance Reserve Account on Monthly Transfer Dates
occurring during the Current Fiscal Quarter in an aggregate amount equal to the
excess of the sum of paragraphs (a), (b) and (c) below over the Maintenance
Reserve Account Balance with respect to the Current Fiscal Quarter:

                  (a) the amount of Maintenance Reserve Account Required
         Deposits with respect to each Fiscal Quarter preceding the Current
         Fiscal Quarter that were required to be deposited into the Maintenance
         Reserve Account during each such Fiscal Quarter but were not, and have
         not been since, so deposited;

                  (b) the aggregate amount of any withdrawals from the
         Maintenance Reserve Account and the Mill Owner Maintenance Reserve
         Account during each Fiscal Quarter preceding the Current Fiscal Quarter
         that were in excess of the aggregate projected Maintenance Expenditures
         for each such Fiscal

                                                       -44-

<PAGE>



         Quarter (as specified in the Maintenance Plan) but were not, and have
         not been since, redeposited in the Maintenance Reserve Account; and

                  (c)      the greatest of:

                            (i) if the Current Fiscal Quarter is the first
                  Fiscal Quarter of such Fiscal Year, the amount obtained by
                  dividing the aggregate of the projected Maintenance
                  Expenditures for the Current Fiscal Quarter and the
                  immediately succeeding sixteen (16) Fiscal Quarters (in each
                  case as specified in the Maintenance Plan) by sixteen (16);

                           (ii) if the Current Fiscal Quarter is the first or
                  second Fiscal Quarter of such Fiscal Year, the amount obtained
                  by dividing the aggregate of the projected Maintenance
                  Expenditures for the Current Fiscal Quarter and the
                  immediately succeeding fifteen (15) Fiscal Quarters (in each
                  case as specified in the Maintenance Plan) by fifteen (15);

                           (iii) if the Current Fiscal Quarter is the first,
                  second or third Fiscal Quarter of such Fiscal Year, the amount
                  obtained by dividing the aggregate of the projected
                  Maintenance Expenditures for the Current Fiscal Quarter and
                  the immediately succeeding fourteen (14) Fiscal Quarters (in
                  each case as specified in the Maintenance Plan) by fourteen
                  (14); and

                           (iv) if the Current Fiscal Quarter is the first,
                  second, third or fourth Fiscal Quarter of such Fiscal Year,
                  the greatest of the amount obtained by dividing the aggregate
                  of the projected Maintenance Expenditures for any period
                  consisting of the Current Fiscal Quarter and any number of
                  consecutive Fiscal Quarters from one (1) to thirteen (13)
                  immediately succeeding the Current Fiscal Quarter (in each
                  case as specified in the Maintenance Plan) by such number of
                  consecutive Fiscal Quarters.

         "Manager" means Mobile Energy and any Person appointed as an
additional, substitute or replacement manager of the Company pursuant to the
terms of the Articles of Organization.

         "Master Operating Agreement" means the Amended and Restated Master
Operating Agreement dated as of July 13, 1995 among the Company (as assignee of
Mobile Energy), Scott, the Pulp Mill Owner, the Tissue Mill Owner and the Paper
Mill Owner.

         "Material Adverse Effect" means (a) a change in the financial condition
of either of the Mobile Energy Parties or the Energy Complex that would
reasonably be expected to materially and adversely affect the ability of either
of the Mobile Energy Parties to pay principal of and interest on the Senior Debt
as and when

                                                       -45-

<PAGE>



required or (b) any event or occurrence of whatever nature that would materially
and adversely affect (i) the ability of either of the Mobile Energy Parties to
perform its obligations under the Project Documents or (ii) the Lien of the
Security Documents.

         "Member" means any Person owning a membership interest in the
Company.

         "Mill Closure" means (a) a public announcement by a Mill Owner that it
will close its respective Mill for a period of at least one (1) year or that it
will reduce production of pulp, paper or tissue (as applicable) at such Mill
(permanently or for a period of at least two (2) years) to less than ten percent
(10%) of 1994 production levels or (b) the occurrence of a two (2) year period
during which, for any reason other than the occurrence of a Force Majeure Event
(as defined in the Master Operating Agreement), such Mill Owner's production of
pulp, paper or tissue (as applicable) at such Mill is less than ten percent
(10%) of 1994 production levels.

         "Mill Owner Maintenance Reserve Account" means the account so
designated established and created pursuant to the Master Operating Agreement
for the sole benefit of the Mill Owners.

         "Mill Owner Maintenance Reserve Account Agreement" means the Mill Owner
Maintenance Reserve Account Agreement dated as of August 1, 1995 among Southern,
the Company and the Mill Owners.

         "Mill Owner Reimbursement Account" means the Account so designated
established and created under Section 2.2(a) of the Intercreditor Agreement.

         "Mill Owner Step-In Rights" has the meaning specified in the
Master Operating Agreement.

         "Mill Owners" means, collectively, the Pulp Mill Owner, the
Tissue Mill Owner and the Paper Mill Owner.

         "Mills" means, collectively, the Pulp Mill, the Tissue Mill
and the Paper Mill.

         "Mixed-Use Bonds" means, collectively, the IDB's Industrial Development
Revenue Bonds (Scott Paper Company Project), Series A and the IDB's Industrial
Development Revenue Bonds (Scott Paper Company Project), Series B, in each case
issued under and secured by a Trust Indenture dated as of December 1, 1984, as
supplemented by a First Supplemental Indenture thereto dated as of June 1, 1985,
between the IDB and AmSouth Bank of Alabama, as trustee.

         "Mobile Energy" means Mobile Energy Services Holdings, Inc.,
an Alabama corporation.

         "Mobile Energy Parties" means, collectively, the Company and
Mobile Energy.


                                                       -46-

<PAGE>



         "Mobile Energy Request" or "Mobile Energy Order" means, respectively, a
written request or order signed in the name of Mobile Energy by an Authorized
Officer of Mobile Energy and delivered to the Indenture Trustee or the
Tax-Exempt Indenture Trustee (as the case may be).

         "Mobile Facility" means the integrated pulp, paper and tissue
manufacturing facility located on a 730-acre site along the Mobile River and the
Chickasaw Creek in Mobile, Alabama, comprised of the Mills and the Energy
Complex.

         "Monthly Transfer Date" means the last Business Day of each month of
each Fiscal Year, commencing with the first such day occurring after the Closing
Date.

         "Moody's" means Moody's Investors Service, Inc., a Delaware
corporation.

         "Mortgage" means the Leasehold Mortgage, Assignment of Leases, Rents,
Issues and Profits and Security Agreement and Fixture Filing dated as of August
1, 1995 among the Company, the IDB and the Mortgagee.

         "Mortgagee" means Bankers Trust (Delaware), or any other Person
appointed as a substitute or replacement Mortgagee under the Mortgage.

         "1983 Bonds" means the IDB's Exempt Facilities Revenue Bonds (Scott
Paper Company Project), 1983 Series B, issued under and secured by a Trust
Indenture dated as of December 1, 1983 between the IDB and BankAmerica Trust
Company of New York, as trustee.

         "1984 Bonds" means the IDB's Variable Rate Demand Solid Waste Revenue
Refunding Bonds (Scott Paper Company Project) Series 1984 A, B, C, D and E
issued under and secured by the 1984 Indenture.

         "1984 Indenture" means the Trust Indenture dated as of December 1,
1984, as supplemented by the First Supplemental Indenture thereto dated as of
January 1, 1985 and the Second Supplemental Indenture thereto dated as of August
1, 1995, between the IDB and Chemical Bank, as trustee.

         "1984 Lease" means the Lease and Agreement dated December 1, 1984, as
amended by Amendment No. 1 thereto dated as of November 8, 1994 and Amendment
No. 2 thereto dated as of December 9, 1994, between the IDB and the Company (as
assignee of Mobile Energy (as assignee of Scott)).

         "1994 Bond Payment Date" means each June 1 and December 1 of each year,
commencing December 1, 1995.

         "1994 Bond Trustee" means Bankers Trust (Delaware), in its capacity as
trustee under the 1994 Indenture.


                                                       -47-

<PAGE>



         "1994 Bonds" means the IDB's Industrial Development Revenue Bonds
(Scott Paper Recovery Boiler Project) 1994 Series A. For all purposes of the
Financing Documents, (a) payments in respect of the principal of and premium, if
any, and interest on the 1994 Bonds shall be treated as neither Operation and
Maintenance Costs nor Senior Debt Service Requirements (or any other debt
service) and (b) receipts (or deemed receipts) in respect of the 1994 Bonds
shall not be treated as Revenues.

         "1994 Indenture" means the Trust Indenture dated as of December 1, 1994
between the IDB and the 1994 Bond Trustee.

         "1995 Bonds" has the meaning specified in Section 2.17(a) of the
Tax-Exempt Indenture, which means the Tax-Exempt Bonds.

         "Non-Affiliate Subordinated Debt" means any unsecured loan or loans
from any Person that is not an Affiliate of the Company pursuant to a
Subordinated Loan Agreement, the amounts necessary for repayment of which have
been included in the Annual Budget approved by the Collateral Agent and the
Independent Engineer.

         "Nondisturbance Agreement" means the Estoppel and Nondisturbance
Agreement dated as of December 12, 1994 between TRT and the Company (as assignee
of Mobile Energy).

         "Officer's Certificate" means a certificate that has been signed by an
Authorized Officer of either of the Mobile Energy Parties or of Southern (as the
case may be).

         "O&M Agreement" means the Facility Operations and Maintenance Agreement
dated as of December 12, 1994 between the Company (as assignee of Mobile Energy)
and the Operator.

         "Operating Account" means the Account so designated established and
created under Section 2.2(a) of the Intercreditor Agreement.

         "Operating Agreement" means the Operating Agreement of the Company
dated as of July 13, 1995, as amended by the First Amendment thereto dated as of
July 13, 1995, among the Members.

         "Operation and Maintenance Costs" means all costs and expenses of
operating and maintaining the Energy Complex and, when the Company is exercising
the Company Step-In Rights, the Pulp Mill Step-In Equipment, including and
together with (a) Subordinated Fees, (b) Maintenance Expenditures and (c) any
such costs and expenses specified in clauses (a) through (p) of the definition
of Maintenance Expenditures (other than (i) rent payments under the IDB Lease
Agreement and (ii) payments of principal of and premium, if any, and interest on
the 1994 Bonds).

         "Operator" means Southern Electric, in its capacity as
operator under the O&M Agreement.


                                                       -48-

<PAGE>



         "Opinion of Counsel" means a written opinion of counsel for any Person
either expressly referred to in any Financing Document to which the Collateral
Agent or any of the Senior Secured Parties is a party or otherwise satisfactory
to the Collateral Agent or such Senior Secured Party (which may include counsel
for either of the Mobile Energy Parties, whether or not such counsel is an
employee of either or both of them).

         "Optional Modifications" means all modifications to the Energy
Complex that are not Required Modifications.

         "Optional Modifications Subaccount" means the subaccount of the
Completion Account so designated established and created under Section 2.2(c) of
the Intercreditor Agreement.

         "Outstanding" means, when used with respect to any of the Senior
Securities (however referenced in any Financing Document), as of the date of
determination, all such Senior Securities theretofore authenticated and
delivered under the Indenture or the Tax-Exempt Indenture (as the case may be),
except:

                  (a)      such Senior Securities theretofore canceled by the
         Indenture Trustee or the Tax-Exempt Indenture Trustee (as the
         case may be) or delivered to either such Trustee for
         cancellation;

                  (b) such Senior Securities or portions thereof deemed to have
         been paid within the meaning of, in the case of the Indenture, Section
         12.1 thereof and, in the case of the Tax- Exempt Indenture, Section
         12.1 thereof (as the case may be); and

                  (c) such Senior Securities that have been exchanged for other
         Senior Securities or Senior Securities in lieu of which other Senior
         Securities have been authenticated and delivered pursuant to the
         Indenture or the Tax-Exempt Indenture (as the case may be) unless held
         by a Holder in whose hands such Senior Securities constitute valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Senior Securities (however referenced in any Financing
Document) Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or the Tax-Exempt Indenture (as
the case may be) or whether or not a quorum is present at a meeting of Holders
of such Senior Securities, such Senior Securities owned by either of the Mobile
Energy Parties (or any Affiliate thereof) shall be disregarded and deemed not to
be Outstanding, except that, in determining whether or not the Indenture Trustee
or the Tax-Exempt Indenture Trustee (as the case may be) shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent
or waiver or upon any such determination as to presence of a quorum, only such
Senior Securities that a Responsible Officer of the Indenture Trustee or the
Tax-Exempt

                                                       -49-

<PAGE>



Indenture Trustee (as the case may be) knows to be so owned shall be so
disregarded. Any such Senior Securities so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee or the Tax-Exempt Indenture Trustee (as
the case may be) such pledgee's right so to act with respect to such Senior
Securities and that such pledgee is not a Mobile Energy Party (or any Affiliate
thereof).

         "Paper Mill" means the paper mill located at the Mobile
Facility, which as of the Closing Date is owned by S.D. Warren.

         "Paper Mill Energy Services Agreement" means the Paper Mill Energy
Services Agreement dated as of December 12, 1994, as amended by the First
Amendment thereto dated July 13, 1995, between the Paper Mill Owner and the
Company (as assignee of Mobile Energy).

         "Paper Mill Owner" means S.D. Warren, in its capacity as owner
of the Paper Mill.

         "Paying Agent" means any Person acting as Paying Agent pursuant to, in
the case of the Indenture, Section 9.14(b) thereof and, in the case of the
Tax-Exempt Indenture, Section 9.13(b) thereof.

         "Percentage Share" means an amount (expressed as a percentage)
equal to:

                  (a) with respect to the Working Capital Facility, (i) the
         Working Capital Facility Commitment in effect immediately prior to any
         deposit into the Working Capital Facility Account of any Excess Loss
         Proceeds with respect to an Event of Loss or Event of Eminent Domain
         pursuant to Section 6.2(b)(i) of the Intercreditor Agreement divided by
         (ii) the Combined Exposure immediately prior to such deposit;

                  (b) with respect to the Indenture, (i) the principal amount of
         the Indenture Securities Outstanding immediately prior to any transfer
         to the Indenture Trustee for deposit into the Indenture Securities
         Account of any Excess Loss Proceeds with respect to an Event of Loss or
         Event of Eminent Domain pursuant to Section 6.2(b)(ii) of the
         Intercreditor Agreement divided by (ii) in the case of Excess Loss
         Proceeds, the Combined Exposure and, in the case of Redistributed
         Proceeds, the aggregate principal amount of the Senior Securities
         Outstanding, in each case immediately prior to such transfer; and

                  (c) with respect to the Tax-Exempt Indenture, (i) the
         principal amount of the Tax-Exempt Indenture Securities Outstanding
         immediately prior to any transfer to the Tax- Exempt Indenture Trustee
         for deposit into the Tax-Exempt Indenture Securities Account of any
         Excess Loss Proceeds with respect to an Event of Loss or Event of
         Eminent Domain

                                                       -50-

<PAGE>



         pursuant to Section 6.2(b)(iii) of the Intercreditor Agreement divided
         by (ii) in the case of Excess Loss Proceeds, the Combined Exposure and,
         in the case of Redistributed Proceeds, the aggregate principal amount
         of the Senior Securities Outstanding, in each case immediately prior to
         such transfer.

         "Permitted Indebtedness" means (a) in the case of the Company: (i) the
First Mortgage Bonds; (ii) Debt incurred under a Working Capital Facility having
a Working Capital Facility Commitment not to exceed $15,000,000 (multiplied by
the Working Capital Escalation Factor in effect at any given time, provided (and
the Working Capital Facility shall contain provisions to such effect) that (A)
no more than $5,000,000 (multiplied by the Working Capital Escalation Factor in
effect at any given time) of such Debt may be scheduled to mature during any
calendar month, (B) any Working Capital Facility Loan advanced thereunder shall
mature no later than ninety-three (93) days from the date such Working Capital
Facility Loan was first advanced, (C) the Company shall be required to repay all
amounts advanced thereunder so that no amounts are outstanding once during each
Fiscal Year (other than the Fiscal Year ending December 31, 1995) for a period
of five (5) consecutive days and (D) the Working Capital Facility Provider
thereunder shall become a party to the Intercreditor Agreement; (iii) the
Tax-Exempt Bonds; (iv) reimbursement obligations in respect of letters of credit
(if any) and other financial obligations arising under the Project Contracts and
obligations arising under the Lease Indemnity; (v) purchase money obligations
incurred to finance discrete items of equipment not comprising an integral part
of the Energy Complex that extend only to the equipment being financed and that
do not in the aggregate have annual debt service or lease obligations exceeding
$2,000,000 (multiplied by the GDPIPD Factor in effect at the time such
obligations were incurred); (vi) trade accounts payable (other than for borrowed
money) arising, and accrued expenses incurred, in the ordinary course of
business so long as such trade accounts payable are payable within ninety (90)
days of the date the respective goods are delivered or the respective services
are rendered; (vii) obligations in respect of surety bonds or similar
instruments in an aggregate amount not exceeding $10,000,000 (multiplied by the
GDPIPD Factor in effect at the time such obligations were incurred) at any one
time outstanding; (viii) Affiliate Subordinated Debt; (ix) Replacement Debt
permitted to be issued pursuant to the terms of the Financing Documents; (x)
Debt permitted to be issued pursuant to the terms of the Financing Documents for
Required Modifications and Optional Modifications; (xi) Non-Affiliate
Subordinated Debt (including any Non-Affiliate Subordinated Debt permitted by
clause (x) above) in an aggregate principal amount not to exceed $75,000,000
(multiplied by the GDPIPD Factor in effect at the time such Debt was incurred)
permitted to be issued pursuant to the terms of the Financing Documents; (xii)
Refunding Debt permitted to be issued pursuant to the terms of the Financing
Documents; and (xiii) the Company's obligations in respect of the 1994 Bonds,
the Mixed-Use Bonds, the Environmental Bonds and the Refunding Letter of Credit;
and (b) in the case of Mobile Energy, the Guaranty.

                                                       -51-

<PAGE>




         "Permitted Investments" means investments in securities that are: (a)
direct obligations of the United States of America or of any agency thereof; (b)
obligations fully guaranteed by the United States of America or any agency
thereof; (c) time deposits (which may be represented by certificates of deposit)
issued by commercial banks organized under the laws of the United States of
America or of any political subdivision thereof or under the laws of Canada,
Japan, Switzerland or any country that is a member of the European Union having
a combined capital and surplus of at least $500,000,000 and having long-term
unsecured Debt having a rating at least equal to (i) the highest rating assigned
to the Outstanding Indenture Securities or the Tax-Exempt Indenture Securities
(as the case may be) by at least two of the Rating Agencies or (ii) "B" by
Thompson Bankwatch, Inc. (in either case provided that such investments shall
not be comprised of more than $30,000,000 in principal amount at any given time
from any one such bank); (d) open market commercial paper of any corporation
incorporated or doing business under the laws of the United States of America or
of any political subdivision thereof then rated at least A-1/P-1 (or an
equivalent thereof) by at least two of the Rating Agencies (provided that such
investments shall not be comprised of more than $30,000,000 in principal amount
at any given time from any one such corporation); (e) obligations issued or
guaranteed by, and any other obligations the interest on which is excluded from
income for Federal income tax purposes issued by, any state of the United States
of America or the District of Columbia or the Commonwealth of Puerto Rico or any
political subdivision, agency, authority or instrumentality thereof, which
issuer or guarantor has (i) a short-term Debt rating which is (on the date of
acquisition thereof) A- 1/P-1 (or an equivalent thereof) or better and (ii) a
long-term Debt rating that is (on the date of acquisition thereof) "A" or
better, in each case by at least two of the Rating Agencies (provided that such
investments shall not be comprised of more than $30,000,000 in principal amount
at any given time from any one such issuer or guarantor); (f) guaranteed
investment contracts of any financial institution organized under the laws of
the United States of America or any state thereof or under the laws of Canada,
Japan, Switzerland or any country that is a member of the European Union, which
financial institution has assets of at least $5 billion in the aggregate and has
a long term Debt rating that is (on the date of acquisition thereof) "A" or
better by at least two of the Rating Agencies (provided that such investments
shall not be comprised of more than $30,000,000 in principal amount at any given
time from any one such institution); (g) investment contracts of any financial
institution either (i) (A) fully secured by direct obligations of the United
States, (B) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States or (C) securities or receipts
evidencing ownership interests in obligations or specified portions thereof
described in clause (A) or (B) above, in each case guaranteed as a full faith
and credit obligation of the United States, having a market value at least equal
to 102% of the amount deposited thereunder and possession of which obligation is
held under arrangements satisfactory to the Collateral Agent, the

                                                       -52-

<PAGE>



Indenture Trustee or the Tax-Exempt Indenture Trustee (as the case may be) or
(ii) with long-term Debt ratings of "A" or higher and short-term ratings in one
of the highest two major categories by any of the Rating Agencies; (h) a
contract or investment agreement with a provider or guarantor (i) which provider
or guarantor is rated at least "A" or equivalent by each of the Rating Agencies
(provided that if a guarantor is party to the rating, the guaranty is
unconditional and is confirmed in writing prior to any assignment by the
provider to another subsidiary of such guarantor), (ii) providing that monies
invested shall be payable to the Indenture Trustee or the Tax-Exempt Indenture
Trustee (as the case may be) (except to the extent the monies invested
constitute Shared Collateral, which shall be payable to the Collateral Agent)
without condition (other than notice) and without breakage fee or other penalty,
upon not more than two (2) Business Days' notice for application when and as
required or permitted under the Indenture, the Intercreditor Agreement or the
Tax-Exempt Indenture (as applicable), (iii) stating that such contract or
agreement is unconditional, expressly disclaiming any right of setoff and
providing for immediate termination in the event of insolvency of the provider
and termination upon demand of the Indenture Trustee or the Tax-Exempt Indenture
Trustee (as the case may be) (except to the extent the monies invested
constitute Shared Collateral, which shall provide for termination upon demand of
the Collateral Agent) (which demand shall only be made at the direction of the
Company) after any payment or other covenant default by the provider and (iv)
the terms and provisions of which are in form and substance satisfactory to the
Collateral Agent, the Indenture Trustee or the Tax-Exempt Indenture Trustee (as
the case may be); and (i) investments in money market funds registered under the
Investment Company Act of 1940 then rated in the highest category by S&P and
Moody's.

         "Permitted Liens" means: (a) Liens specifically created, required or
permitted by the Indenture, the Tax-Exempt Indenture or the IDB Lease Agreement;
(b) the Liens created, or purported to be created, on the Collateral pursuant to
the Security Documents; (c) Liens for taxes that are either not yet due, are due
but payable without penalty or are the subject of a Good Faith Contest; (d) any
exceptions to title that are set forth on Schedule B--Section 2 of the title
insurance policy delivered to the Collateral Agent on the Closing Date (to the
extent that such exceptions have not been released or subordinated prior to the
Closing Date); (e) such minor defects, easements, rights of way, restrictions,
irregularities, encumbrances and clouds on title and statutory liens that do not
materially impair the property affected thereby and that do not individually or
in the aggregate materially impair the value of the security interests granted
under the Financing Documents; (f) the easements and other rights in favor of
third-parties contained in the Project Contracts as of the Closing Date; (g)
deposits or pledges to secure statutory obligations or appeals, release of
attachments, stays of execution or injunction, performance of bids, tenders,
contracts (other than for the repayment of borrowed money) or leases, or for
purposes of like general nature in the ordinary

                                                       -53-

<PAGE>



course of business; (h) Liens in connection with worker's compensation,
unemployment insurance or other social security or pension obligations; (i)
legal or equitable encumbrances deemed to exist by reason of the existence of
any litigation or other legal proceeding if the same are the subject of a Good
Faith Contest (excluding any attachment prior to judgment, judgment lien or
attachment in aid of execution on a judgment); (j) mechanic's, workmen's,
materialmen's, construction or other like Liens arising in the ordinary course
of business or incident to the construction or improvement of any property in
respect of obligations that are not yet due or that are the subject of a Good
Faith Contest; (k) Liens securing purchase money obligations that constitute
Permitted Indebtedness; (l) Liens in favor of the Mill Owners on the Mill Owner
Maintenance Reserve Account, including monies on deposit therein or otherwise
credited thereto (in accordance with the Mill Owner Maintenance Reserve Account
Agreement) not exceeding $2,000,000, to the extent arising under the Master
Operating Agreement or the Mill Owner Maintenance Reserve Account Agreement; and
(m) Liens on cash collateral not exceeding $1,500,000 in favor of the issuer of
the Refunding Letter of Credit.

         "Person" means any individual, sole proprietorship, corporation,
partnership, limited liability company, joint venture, trust, unincorporated
association, institution, Governmental Authority or any other entity.

         "Place of Payment" means, when used with respect to the Senior
Securities of any series, the office or agency maintained pursuant to, in the
case of the Indenture, Section 9.14(a) thereof and, in the case of the
Tax-Exempt Indenture, Section 9.13(a) thereof and, in either case, such other
place or places, if any, where the principal of and premium, if any, and
interest on the Senior Securities of such series are payable as specified in the
Series Supplemental Indenture to the Indenture or the Tax-Exempt Indenture (as
the case may be) establishing the Senior Securities of such series.

         "Predecessor Securities" means, with respect to any particular Senior
Security, every previous Senior Security evidencing all or a portion of the same
Debt as that evidenced by such particular Senior Security. For purposes of this
definition, any Senior Security authenticated and delivered under, in the case
of any Indenture Security, Section 2.9 of the Indenture and, in the case of any
Tax-Exempt Indenture Security, Section 2.9 of the Tax-Exempt Indenture in lieu
of a lost, destroyed or stolen Senior Security shall be deemed to evidence the
same Debt as such lost, destroyed or stolen Senior Security.

         "Prepayment Date" has the meaning specified (a) in the case of the
Indenture, in Section 6.2 thereof and (b) in the case of the Tax-Exempt
Indenture, in Section 6.2 thereof.

         "Principal Payment Date" means in respect of (a) the Indenture
Securities, any January 1 or July 1 on which principal payments are

                                                       -54-

<PAGE>



due to Holders thereof and (b) the Tax-Exempt Indenture Securities, any January
1 on which principal payments are due to Holders thereof.

         "Processing Services" has the meaning specified in the Master
Operating Agreement.

         "Project Contracts" means, collectively, (a) the Energy Services
Agreements, (b) the Master Operating Agreement, (c) the Lease, (d) the
Supplementary Lease, (e) the O&M Agreement, (f) the Common Services Agreement,
(g) the Water Agreement, (h) the Boiler Ash Agreement, (i) the Environmental
Indemnity Agreements, (j) the Transition Agreement dated as of December 12,
1994, as amended by the First Amendment thereto dated as of June 16, 1995 and
the Second Amendment thereto dated as of July 13, 1995, between Scott and the
Company (as assignee of Mobile Energy), (k) the Employee Transition Agreement
dated as of December 12, 1994, as amended by the First Amendment thereto dated
as of July 13, 1994, among Scott, the Company (as assignee of Mobile Energy) and
Southern Electric, (l) the SCS Agreement, (m) the Easement Deeds, (n) the Asset
Purchase Agreement dated as of December 12, 1994 between Scott, as seller, and
the Company (as assignee of Mobile Energy), as buyer, (o) the Coal Supply
Agreement, (p) any other Contract entered into by either of the Mobile Energy
Parties for the provision of fuel to the Energy Complex, (q) the IDB Lease
Agreement, (r) the Lease Assignment and Assumption Agreement dated as of
December 12, 1994 between Scott and the Company (as assignee of Mobile Energy),
(s) the Construction, Financing and Installment Sale Agreement dated as of April
1, 1973 between the IDB and Scott, (t) the Lease and Assignment Agreement dated
as of December 12, 1994 between Scott and the Company (as assignee of Mobile
Energy), (u) the Facilities Lease and Agreement dated as of December 1, 1984
between the IDB and Scott, (v) the Sublease and Assignment Agreement dated as of
December 12, 1994 between Scott and the Company (as assignee of Mobile Energy),
(w) the Construction, Financing and Installment Sale Agreement dated as of
September 1, 1976 between the IDB and Scott, (x) the Lease and Assignment
Agreement dated as of December 12, 1994 between Scott and the Company (as
assignee of Mobile Energy), (y) the Recovery Boiler Facilities Lease and
Agreement dated as of December 1, 1994 between the IDB and Scott, (z) the Lease
Assignment and Assumption Agreement dated as of December 12, 1994 between Scott
and the Company (as assignee of Mobile Energy), (aa) the Nondisturbance
Agreement, (bb) the Recognition Agreements, (cc) the Mill Owner Maintenance
Reserve Account Agreement and (dd) the Transfer Agreement.

         "Project Costs" means costs and expenses (other than financing costs
and expenses) paid, incurred or to be incurred by the Company after the Closing
Date to complete the capital improvements to the Energy Complex specified in the
Master Operating Agreement in accordance with the Capital Budget and certain
other planned expenditures relating to the Energy Complex.


                                                       -55-

<PAGE>



         "Project Documents" means, collectively, the Project Contracts
and the Financing Documents.

         "Project Participant" means each Person that is party to a
Project Document.

         "Prudent Plant Operating Standards" has the meaning specified
in the Master Operating Agreement.

         "Pulp Mill" means the pulp mill (including a process water plant and
waste water treatment plant) located at the Mobile Facility, which as of the
Closing Date is owned by Scott.

         "Pulp Mill Energy Services Agreement" means the Pulp Mill Energy
Services Agreement dated as of December 12, 1994, as amended by the First
Amendment thereto dated as of July 13, 1994, between the Pulp Mill Owner and the
Company (as assignee of Mobile Energy).

         "Pulp Mill Owner" means Scott, in its capacity as owner of the
Pulp Mill.

         "Pulp Mill Step-In Equipment" has the meaning specified in the
Master Operating Agreement.

         "PURPA" means the Public Utility Regulatory Policies Act of
1978.

         "Qualified Engineer" means an independent engineer listed on Schedule 1
to the Intercreditor Agreement, as such Schedule may be amended from time to
time in accordance with Section 11.3 of the Intercreditor Agreement.

         "Qualifying Facility" means a "Qualifying Cogeneration Facility" as
specified in section 3(18)(B) of the Federal Power Act or a qualifying small
power production facility within the meaning of section 201 of PURPA.

         "Rating Agencies" means, collectively, S&P, Fitch and Moody's, together
with any other nationally recognized credit agency of similar standing if any
such Person is not then currently rating the proposed subject of such rating.

         "Receivables" means all of the Company's rights to payment for goods
sold or leased or services performed by the Company, including (a) rights
evidenced by an account, note, contract, security, instrument, chattel paper or
other evidence of indebtedness and (b) all "accounts" as defined in Section
9-106 of the Uniform Commercial Code as in effect in the State of New York on
the Closing Date.

         "Recognition Agreements" means, collectively, (a) the Recognition,
Cooperation and Consent Agreement relating to the Mixed-Use Bonds dated as of
August 1, 1995 among the Company, the IDB, AmSouth Bank of Alabama, TRT and the
Collateral Agent and (b)

                                                       -56-

<PAGE>



the Recognition, Cooperation and Consent Agreement relating to the Tax-Exempt
Bonds dated as of August 1, 1995 among the Company, the IDB, the Tax-Exempt
Indenture Trustee and the Collateral Agent.

         "Redemption Date" has the meaning specified (a) in the case of the
Indenture, in Section 6.2 thereof and (b) in the case of the Tax-Exempt
Indenture, in Section 6.2 thereof.

         "Redistributed Proceeds" means, with respect to any Excess Loss
Proceeds, the excess, if any, of the Working Capital Facility's Percentage Share
of such Excess Loss Proceeds over the Working Capital Facility Distribution
Amount in respect of such Excess Loss Proceeds.

         "Refunding Debt" means Debt, the proceeds of which are used to refund
outstanding Senior Debt.

         "Refunding Letter of Credit" means one or more letters of credit issued
by a commercial bank in an aggregate amount not to exceed $1,500,000 to provide
for the payment of accrued interest on the 1984 Bonds upon the redemption
thereof.

         "Regular Record Date" means, for the Stated Maturity of any Senior
Security of a series, or for the Stated Maturity of any installment of principal
thereof or payment of interest thereon, the 15th day (whether or not a Business
Day) of the month prior to such Stated Maturity, or any other date specified for
such purpose in the form of Senior Security of such series attached to the
Series Supplemental Indenture to the Indenture or the Tax-Exempt Indenture (as
the case may be) relating to the Senior Securities of such series.

         "Replacement Debt" means Senior Securities, the proceeds of which are
used to refinance all or a portion of the outstanding Tax-Exempt Indenture
Securities (whether by effecting a gross-up of, or by the issuance of Senior
Securities to replace, affected Tax-Exempt Indenture Securities) upon the
occurrence of a Determination of Taxability.

         "Replacement Facility" means a facility with materially different
performance capabilities from the Energy Complex that can be built to provide
services to some or all of the Mills following the occurrence of an Event of
Loss or an Event of Eminent Domain.

         "Required Deposit" means, at the time of any Required Deposit Event
with respect to any Reserve Account Security on deposit in any Reserve Account
Security Account, an amount equal to the aggregate Available Amount under such
Reserve Account Security at such time; provided, however, that if such Required
Deposit Event results from the occurrence of a Debt Service Event, such amount
shall be equal to the aggregate amount required to be transferred pursuant to,
if such Reserve Account Security Account is (a) the Maintenance Plan Funding
Subaccount, Section 3.5(c) of the Intercreditor Agreement, (b) the Distribution
Account, Section

                                                       -57-

<PAGE>



3.8(b) of the Intercreditor Agreement, (c) a Debt Service Reserve Account,
Section 4.5 of the Indenture and (d) a Tax-Exempt Debt Service Reserve Account,
Section 4.6 of the Tax-Exempt Indenture.

         "Required Deposit Event" means (a) in the case of any Reserve Account
Letter of Credit on deposit in any Reserve Account Security Account, (i) the
occurrence of any Debt Service Event with respect to such Reserve Account Letter
of Credit, (ii) the date that is fifteen (15) days prior to the occurrence of
any Termination Event with respect to such Reserve Account Letter of Credit,
unless such Reserve Account Letter of Credit has been replaced with monies or
other Reserve Account Security (other than, if such Reserve Account Security
Account is a Tax-Exempt Debt Service Reserve Account, a Southern Guaranty) prior
to such date, (iii) the occurrence of a Credit Standard Event or Default Event
with respect to such Reserve Account Letter of Credit and the continuance
thereof for a period of five (5) days, unless such Reserve Account Letter of
Credit has been replaced with other Reserve Account Security (other than, if
such Reserve Account Security Account is a Tax-Exempt Debt Service Reserve
Account, a Southern Guaranty) prior to the expiration of such period or (iv) the
date on which a Trigger Event Notice has been delivered and (b) in the case of
any Southern Guaranty on deposit in any Reserve Account Security Account, (i)
the occurrence of any Debt Service Event with respect to such Southern Guaranty,
(ii) the date that is fifteen (15) days prior to the occurrence of any
Termination Event with respect to such Southern Guaranty, unless such Southern
Guaranty has been replaced with monies or other Reserve Account Security prior
to such date, (iii) the occurrence of a Credit Standard Event with respect to
such Southern Guaranty and the continuance thereof for a period of fifteen (15)
days, unless (A) the Collateral Agent or the Indenture Trustee (as the case may
be) shall have been provided with an Officer's Certificate of Southern
certifying as to the determination that the Southern Credit Standard has been
satisfied after such occurrence and prior to the expiration of such period or
(B) such Southern Guaranty has been replaced with monies or other Reserve
Account Security prior to the expiration of such period, (iv) the occurrence of
a Default Event and the continuance thereof for a period of five (5) days,
unless such Southern Guaranty has been replaced with other Reserve Account
Security prior to the expiration of such period or (v) the date on which a
Trigger Event Notice has been delivered.

         "Required Interest Deposit" means, in the case of any Monthly Transfer
Date with respect to:

                  (a) the Indenture Securities Interest Subaccount, an amount
         that, after giving effect to monies on deposit therein immediately
         prior to such Monthly Transfer Date and together with a uniform amount
         to be deposited therein on each succeeding Monthly Transfer Date prior
         to the next succeeding Interest Payment Date, is equal to the amount of
         interest on the Indenture Securities becoming due on such Interest
         Payment Date (such amount to be reduced if and to the extent that a

                                                       -58-

<PAGE>



         Redemption Date or Prepayment Date for any of the Indenture Securities
         is on or precedes such Interest Payment Date, in which case the amount
         of interest payable on the Indenture Securities to be so redeemed or
         prepaid shall be provided for pursuant to paragraph (c) below in lieu
         of this paragraph (a));

                  (b) the Tax-Exempt Indenture Securities Interest Subaccount,
         an amount that, after giving effect to monies on deposit therein
         immediately prior to such Monthly Transfer Date and together with a
         uniform amount to be deposited therein on each succeeding Monthly
         Transfer Date prior to the next succeeding Interest Payment Date
         (unless such next succeeding Interest Payment Date is January 1, 2020,
         in which case together with a uniform amount to be deposited therein on
         each succeeding Monthly Transfer Date prior to December 1, 2019), is
         equal to the amount of interest on the Tax-Exempt Indenture Securities
         becoming due on such Interest Payment Date (such amount to be reduced
         if and to the extent that a Redemption Date or Prepayment Date for any
         of the Tax-Exempt Indenture Securities is on or precedes such Interest
         Payment Date, in which case the amount of interest payable on the Tax-
         Exempt Indenture Securities to be so redeemed or prepaid shall be
         provided for pursuant to paragraph (d) below in lieu of this paragraph
         (b));

                  (c) the Indenture Securities Redemption Subaccount, an amount
         that, after giving effect to monies on deposit therein immediately
         prior to such Monthly Transfer Date and together with a uniform amount
         to be deposited therein on each succeeding Monthly Transfer Date prior
         to each succeeding Redemption Date or Prepayment Date for the Indenture
         Securities, is equal to the amount of interest thereon becoming due on
         each such Redemption Date or Prepayment Date (as the case may be); and

                  (d) the Tax-Exempt Indenture Securities Redemption Subaccount,
         an amount that, after giving effect to monies on deposit therein
         immediately prior to such Monthly Transfer Date and together with a
         uniform amount to be deposited therein on each succeeding Monthly
         Transfer Date prior to each succeeding Redemption Date or Prepayment
         Date for the Tax- Exempt Indenture Securities, is equal to the amount
         of interest thereon becoming due on each such Redemption Date or
         Prepayment Date (as the case may be).

         "Required Modifications" means those modifications reasonably necessary
for the Energy Complex to remain in compliance with all material Governmental
Approvals and maintain, at a minimum, the Maximum Capacity (as defined in the
Master Operating Agreement) levels as in effect on the Closing Date.


                                                       -59-

<PAGE>



         "Required Modifications Subaccount" means the subaccount of the
Completion Account so designated established and created under Section 2.2(c) of
the Intercreditor Agreement.

         "Required Principal Deposit" means in the case of any Monthly Transfer
Date with respect to:

                  (a) the Indenture Securities Principal Subaccount, an amount
         equal to one-sixth (1/6th) of the amount of principal of the Indenture
         Securities becoming due on each Principal Payment Date therefor
         occurring within the six (6) months immediately succeeding the month in
         which such Monthly Transfer Date occurs (unless such Principal Payment
         Date occurs within six (6) months after the Closing Date or any other
         date on which any Indenture Securities are originally issued, in which
         case an amount that, after giving effect to monies on deposit therein
         immediately prior to such Monthly Transfer Date and together with a
         uniform amount to be deposited therein on each succeeding Monthly
         Transfer Date prior to such Principal Payment Date, is equal to the
         amount of principal thereof becoming due on such Principal Payment
         Date) (such amount to be reduced if and to the extent that a Redemption
         Date or Prepayment Date for any of the Indenture Securities is on or
         precedes such Principal Payment Date, in which case the amount of
         principal payable with respect to the Indenture Securities to be so
         redeemed or prepaid shall be provided for pursuant to paragraph (c)
         below in lieu of this paragraph (a));

                  (b) the Tax-Exempt Indenture Securities Principal Subaccount,
         one-twelfth (1/12th) (unless such Monthly Transfer Date occurs on or
         after January 1, 2019, in which case one- eleventh (1/11th)) of the
         amount of principal of the Tax- Exempt Indenture Securities becoming
         due on each Principal Payment Date therefor occurring within the twelve
         (12) months immediately succeeding the month in which such Monthly
         Transfer Date occurs (unless such Principal Payment Date occurs within
         twelve (12) months after the Closing Date or any other date on which
         any Tax-Exempt Indenture Securities are originally issued, in which
         case an amount that, after giving effect to monies on deposit therein
         immediately prior to such Monthly Transfer Date and together with a
         uniform amount to be deposited therein on each succeeding Monthly
         Transfer Date prior to such Principal Payment Date, is equal to the
         amount of principal thereof becoming due on such Principal Payment
         Date)(such amount to be reduced if and to the extent that a Redemption
         Date or Prepayment Date for any of the Tax-Exempt Indenture Securities
         is on or precedes such Principal Payment Date, in which case the amount
         of principal payable with respect to the Tax-Exempt Indenture
         Securities to be so redeemed or prepaid shall be provided for pursuant
         to paragraph (d) below in lieu of this paragraph (b));


                                                       -60-

<PAGE>



                  (c) the Indenture Securities Redemption Subaccount, an amount
         that, after giving effect to monies on deposit therein immediately
         prior to such Monthly Transfer Date and together with a uniform amount
         to be deposited therein on each succeeding Monthly Transfer Date prior
         to each succeeding Redemption Date or Prepayment Date for the Indenture
         Securities, is equal to the amount of principal thereof and premium, if
         any, thereon becoming due on each such Redemption Date or Prepayment
         Date (as the case may be); and

                  (d) the Tax-Exempt Indenture Securities Redemption Subaccount,
         an amount that, after giving effect to monies on deposit therein
         immediately prior to such Monthly Transfer Date and together with a
         uniform amount to be deposited therein on each succeeding Monthly
         Transfer Date prior to each succeeding Redemption Date or Prepayment
         Date for the Tax- Exempt Indenture Securities, is equal to the amount
         of principal thereof and premium, if any, thereon becoming due on each
         such Redemption Date or Prepayment Date (as the case may be).

         "Required Senior Creditors" means Senior Secured Parties holding or
otherwise representing 331/3% of the Combined Exposure.

         "Reserve Account Letter of Credit" means a letter of credit issued by a
commercial bank whose long-term unsecured Debt is rated at least "A" by S&P, "A"
by Fitch and "A2" by Moody's.

         "Reserve Account Security" means either, or any combination of, (a) one
or more Southern Guaranties or (b) one or more Reserve Account Letters of
Credit.

         "Reserve Account Security Accounts" means, collectively, each Debt
Service Reserve Account (if any), each Tax-Exempt Debt Service Reserve Account
(if any), the Maintenance Plan Funding Subaccount and the Distribution Account.

         "Responsible Officer" means, when used with respect to the Collateral
Agent, the Indenture Trustee and the Tax-Exempt Indenture Trustee, (a) any
officer of the Collateral Agent, the Indenture Trustee or the Tax-Exempt
Indenture Trustee (as the case may be) within the Corporate Trust Office of the
Collateral Agent, the Indenture Trustee or the Tax-Exempt Indenture Trustee (as
the case may be), including any vice president, any assistant vice president,
any assistant secretary or any assistant treasurer, (b) any other officer of the
Collateral Agent, the Indenture Trustee or the Tax-Exempt Indenture Trustee (as
the case may be) performing functions similar to those performed by any of the
officers designated in clause (a) above and (c) with respect to a particular
corporate trust matter, any other officer of the Collateral Agent, the Indenture
Trustee or the Tax-Exempt Indenture Trustee (as the case may be) to whom such
matter is referred because of such other officer's knowledge of and familiarity
with the particular subject.


                                                       -61-

<PAGE>



         "Restricted Payment Alternative Agreement Requirements" means, with
respect to any Project Contract, another Contract entered into by the Company
with one or more other Persons in substitution for or replacement of any such
Project Contract that has been declared unenforceable or rejected or otherwise
terminated, with respect to some or all of the Processing Services or other
services formerly provided by or to the Company thereunder, provided that either
(a) the Company has delivered to the Collateral Agent a letter from any two of
the Rating Agencies (then currently rating the Indenture Securities or the
Tax-Exempt Indenture Securities) confirming that, after giving effect to such
alternative Contract, the ratings of the Outstanding Indenture Securities or the
Outstanding Tax-Exempt Indenture Securities (as the case may be) are Investment
Grade or (b) the Company (i) has provided to the Collateral Agent the Revenue
Sufficiency Certification and (ii) has delivered to the Collateral Agent an
Officer's Certificate, together with an Independent Engineer Confirmation,
certifying that (A) the term of such alternative Contract extends through the
earlier of (1) the final maturity of the Outstanding Indenture Securities or the
Outstanding Tax-Exempt Indenture Securities (as the case may be) and (2) the
term of such Project Contract, (B) such alternative Contract contains
termination provisions no less favorable to the Company than those contained in
such Project Contract, (C) such alternative Contract has been in full force and
effect for at least thirty-six (36) months, (D) the average of the two annual
Senior Debt Service Coverage Ratios for the four immediately preceding
semi-annual payment periods was equal to at least 1.25 to 1.0 and, based on
projections prepared by the Company on a reasonable basis, the average of the
annual Senior Debt Service Coverage Ratios through the final maturity date of
the Outstanding Indenture Securities or the Outstanding Tax-Exempt Indenture
Securities (as the case may be) is projected to be at least 1.25 to 1.0 and (E)
such alternative Contract is reasonably capable of being performed by the
parties thereto.

         "Restricted Payments" means, collectively, (a) payments from the
Subordinated Fee Account or any other payment in respect of Subordinated Fees,
(b) distributions (from the Distribution Account or otherwise), including a
return of capital contributions and dividends, paid to, or at the direction or
for the benefit of, any Affiliate of the Company, but excluding distributions of
cash from any Account to the extent such cash has been replaced with Reserve
Account Security in accordance with the terms of the Financing Documents, (c)
the payment of principal of or premium, if any, or interest on any Affiliate
Subordinated Debt, (d) the repurchase by the Company of any interest of any
Member, or (e) the making of any loans or other advances from the Company to any
Affiliate of the Company, but excluding advances of cash to the extent such cash
(i) has been replaced with Reserve Account Security in accordance with the terms
of the Financing Documents or (ii) constitutes a payment required under the O&M
Agreement or the SCS Agreement.

         "Revenue Account" means the Account so designated established and
created under Section 2.2(a) of the Intercreditor Agreement.

                                                       -62-

<PAGE>




         "Revenue Sufficiency Certification" means an Officer's Certificate of
the Company, together with an Independent Engineer Confirmation, to the effect
that, based upon projections prepared by the Company in accordance with Section
1.15 of the Indenture or Section 1.12 of the IDB Lease Agreement, or of any
comparable provision of the Working Capital Facility, the Project Contracts then
in effect (including any alternative Contract entered into, or to be entered
into, by the Company with one or more other Persons in substitution or
replacement of any other Project Contract as contemplated by the Event of
Default Alternative Agreement Requirements or the Restricted Payment Alternative
Agreement Requirements) generate sufficient Revenues to enable the Company to
pay its debts and other obligations (including Operation and Maintenance Costs)
when they become due through the final maturity of the Outstanding Indenture
Securities or the Tax-Exempt Indenture Securities (as the case may be).

         "Revenues" means (without duplication), for any period, the revenues
received by the Company for use of the services and facilities of the Energy
Complex including (a) amounts received by the Company under the Project
Contracts, (b) interest and other income earned and credited on monies deposited
in the Accounts (to the extent not retained in such Accounts), (c) the proceeds
of the sale of any part of the Energy Complex, provided that such sale is not
prohibited by the Financing Documents, (d) the proceeds of any business
interruption insurance and other payments received for interruption of
operations (excluding any proceeds of any liability or physical damage
insurance) and (e) all other monies that have been deposited into the Revenue
Account as required or permitted by the terms of the Financing Documents.
Notwithstanding the foregoing, "Revenues" do not include (i) capital
contributions to the Company, (ii) the proceeds of any Debt or Loss Proceeds,
(iii) amounts received by the Company in connection with the exercise of Company
Step-In Rights (to the extent in excess of the Company's expenses incurred in
connection therewith, including the cure or the attempted cure of the related
Pulp Mill Triggering Event (as defined in the Master Operating Agreement)), (iv)
monies transferred from the Completion Account to the Revenue Account pursuant
to Section 3.9(c) of the Intercreditor Agreement, (v) monies transferred from
any Debt Service Reserve Account to the Revenue Account pursuant to Section 4.5
of the Indenture, (vi) amounts received by the Company with respect to the 1994
Bonds and (vii) monies deposited into any Reserve Account Security Account in
replacement (or satisfaction) of Reserve Account Security on deposit therein
(including monies deposited into the Maintenance Plan Funding Subaccount
pursuant to the last sentence of Section 3.5(a) of the Intercreditor Agreement).

         "S&P" means Standard & Poor's Ratings Group, a New York
corporation.

         "Scott" means Scott Paper Company, a Pennsylvania corporation.


                                                       -63-

<PAGE>



         "SCS" means Southern Company Services, Inc., an Alabama
corporation.

         "SCS Agreement" means the Agreement dated July 14, 1995 between SCS and
the Company.

         "S.D. Warren" means S.D. Warren Company, a Pennsylvania
corporation.

         "SEC" means the Securities and Exchange Commission of the
United States of America.

         "Secretary" means, in the case of a corporation (including Mobile
Energy) or limited liability company (including the Company) the secretary or an
assistant secretary of such corporation or limited liability company (as the
case may be).

         "Secured Obligations" means, collectively, the Financing
Liabilities, the Trustee Claims, the Collateral Agent Claims and
the IDB Claims.

         "Secured Party" means Bankers Trust (Delaware) or any other Person
appointed as a substitute or replacement Secured Party under the Security
Agreement.

         "Securities" has the meaning specified (a) in the case of the
Indenture, in the first "WHEREAS" clause thereof and (b) in the case of the
Tax-Exempt Indenture, in the last "WHEREAS" clause thereof.

         "Securities Act" means the Securities Act of 1933.

         "Security Agreement" means the Assignment and Security Agreement dated
as of August 1, 1995 among the Company, the IDB and the Secured Party.

         "Security Documents" means, collectively, (a) the Mortgage, (b) the
Security Agreement, (c) the Indenture (including any Series Supplemental
Indenture), (d) the Intercreditor Agreement, (e) the Tax-Exempt Indenture
(including any Series Supplemental Indenture), (f) the IDB Lease Agreement, (g)
the Consents to Assignment and (h) each Financing Statement.

         "Security Interest" means the Liens created, or purported to be
created, on Shared Collateral pursuant to any Security Document.

         "Security Register" has the meaning specified in Section 2.8 of the
Indenture or Section 2.8 of the Tax-Exempt Indenture (as the case may be).

         "Security Registrar" means any Person acting as Security Registrar
under the Indenture or the Tax-Exempt Indenture pursuant to Section 9.14 or
Section 9.13 (as the case may be) thereof.


                                                       -64-

<PAGE>



         "Senior Creditor Certificate" means a certificate of a Senior Secured
Party, signed by an Authorized Representative of such Senior Secured Party, (a)
setting forth the principal amount of the Financing Liabilities due or owing to,
or in favor of or for the benefit of, such Senior Secured Party as of the date
of such certificate and the outstanding unutilized Financing Commitments of such
Senior Secured Party as of the date of such certificate, (b) setting forth a
contact person for such Senior Secured Party, including phone and facsimile
numbers for such person, (c) directing the Collateral Agent to take a specified
action and (d) stating specifically the action the Collateral Agent is directed
to take and the Security Document and the provision thereof pursuant to which
the Collateral Agent is being directed to act.

         "Senior Debt" means, collectively, the Outstanding Senior
Securities and the outstanding Working Capital Facility Loans.

         "Senior Debt Service Coverage Ratio" means, for any period and without
duplication, the ratio of (a) (i) the sum of (A) all Revenues for such period
and (B) the amount of interest and other income earned and credited on monies
deposited in the Accounts (to the extent retained in such Accounts) for such
period minus (ii) the sum of (A) Operation and Maintenance Costs for such period
(except for such costs paid with monies on deposit in the Maintenance Reserve
Account and the Mill Owner Maintenance Reserve Account) and (B) the aggregate of
the amounts deposited into the Maintenance Reserve Account for such period (but
for purposes of calculating any projected Senior Debt Service Coverage Ratio,
not less than the Maintenance Reserve Account Required Deposit for such period)
and the Mill Owner Maintenance Reserve Account for such period to (b) the sum of
(i) all amounts payable by the Company during such period in respect of
principal of and premium, if any, and interest on the Outstanding Indenture
Securities, (ii) all amounts payable by the Company during such period in
respect of rent under the IDB Lease Agreement, (iii) all amounts payable by the
Company during such period in respect of payment obligations under the Working
Capital Facility (other than repayment of principal), (iv) all amounts payable
by the Company during such period as fees and other expenses (including any
interest thereon) to any fiduciary acting in such capacity under the Security
Documents and (v) the aggregate amount of overdue payments in respect of clauses
(b)(i) through (iv) above from previous periods, in each case determined on a
cash basis in accordance with GAAP. Neither payments (including deemed payments)
nor receipts (including deemed receipts) in respect of principal of or premium,
if any, or interest on the 1994 Bonds shall be included for purposes of
calculating the Senior Debt Service Coverage Ratio.

         "Senior Debt Service Requirement" means, for any period, the sum of (a)
all amounts payable by the Company during such period in respect of principal of
and premium, if any, and interest on the Outstanding Indenture Securities, (b)
all amounts payable by the Company during such period in respect of rent under
the IDB Lease Agreement, (c) all amounts payable by the Company during such

                                                       -65-

<PAGE>



period in respect of payment obligations under the Working Capital Facility
(other than repayment of principal), (d) all amounts payable by the Company
during such period as fees and other expenses (including any interest thereon)
to any fiduciary acting in such capacity under the Security Documents and (e)
the aggregate amount of overdue payments in respect of the foregoing from
previous periods, in each case determined on a cash basis in accordance with
GAAP.

         "Senior Debt Termination Date" means the date on which all Financing
Liabilities, other than contingent liabilities and obligations that are
unasserted at such date, have been paid and satisfied in full and all Financing
Commitments have been terminated.

         "Senior Secured Parties" means, collectively, (a) the Indenture Trustee
(on behalf of the Holders of the Indenture Securities from time to time and,
solely in its capacity as trustee on behalf of such Holders, itself), (b) the
Tax-Exempt Indenture Trustee (on behalf of the Holders of the Tax-Exempt
Indenture Securities from time to time and, solely in its capacity as trustee on
behalf of such Holders, itself) and (c) the Working Capital Facility Provider
(on behalf of the Lenders from time to time and itself).

         "Senior Securities" means, collectively, the Indenture
Securities and the Tax-Exempt Indenture Securities.

         "Series Supplemental Indenture" means an indenture supplemental to the
Indenture or the Tax-Exempt Indenture entered into by the Mobile Energy Parties
or the IDB (as the case may be) and the Indenture Trustee or the Tax-Exempt
Indenture Trustee (as the case may be) for the purpose of establishing, in
accordance with such indenture, the title, form and terms of the Senior
Securities of any series.

         "Shared Collateral" means all Collateral other than (a) the Collateral
referenced in clause (a) of the definition of Indenture Securities Collateral
and (b) the Collateral referenced in clause (a) of the definition of Tax-Exempt
Indenture Securities Collateral.

         "Sinking Fund" has the meaning specified in Section 7.2 of the
Indenture or Section 7.2 of the Tax-Exempt Indenture (as the case may be).

         "Sinking Fund Redemption Dates" has the meaning specified in Section
7.2 of the Indenture or Section 7.2 of the Tax-Exempt Indenture (as the case may
be).

         "Sinking Fund Requirements" has the meaning specified in Section 7.2 of
the Indenture or Section 7.2 of the Tax-Exempt Indenture (as the case may be).


                                                       -66-

<PAGE>



         "Site" means the real property on which the Energy Complex is situated,
as more fully described in the Mortgage.

         "Southern" means The Southern Company, a Delaware corporation.

         "Southern Credit Standard" means, at any time, (a) Southern's
outstanding senior long-term Debt is then rated at least, and not rated less
than, "A" by either S&P or Moody's (unless such senior long-term Debt is not
then rated by either S&P or Moody's, in which case each Designated Southern
Subsidiary has outstanding senior long-term Debt that is then rated at least,
and not rated less than, BBB by S&P or Baa2 by Moody's) and (b) the sum of (i)
cash and cash equivalents (including marketable securities) of Southern and the
Designated Southern Subsidiaries, (ii) amounts available from committed credit
facilities of Southern and the Designated Southern Subsidiaries and (iii)
amounts available from commercial paper authorized to be issued by Southern and
rated not less than A-1/P-1 by S&P or Moody's (in each case as of the end of
Southern's most recently completed fiscal quarter and provided that such cash
and cash equivalents and other amounts are available, without restriction, for
distribution to the Collateral Agent or the Indenture Trustee, upon fifteen (15)
days' notice) is equal to at least the aggregate amount of Southern Guaranties
then outstanding multiplied by four.

         "Southern Electric" means Southern Electric International,
Inc., a Delaware corporation.

         "Southern Guaranty" means one or more unconditional, absolute and
irrevocable guaranties from Southern to be delivered to (a) the Collateral Agent
for deposit into the Maintenance Plan Funding Subaccount or the Distribution
Account pursuant to and in accordance with Section 3.15(a) of, and in
substantially the form attached as Exhibit C to, the Intercreditor Agreement or
(b) the Indenture Trustee for deposit into each Debt Service Reserve Account (if
any) pursuant to and in accordance with Section 4.6(a) of, and in substantially
the form attached as Exhibit A to, the Indenture, provided that, in the case of
clause (a) and (b) above, the Southern Credit Standard is satisfied at the time
of such delivery and deposit.

         "Southern Master Tax Sharing Agreement" means the Income Tax
Allocation Agreement dated as of December 29, 1981 among Southern
and its corporate subsidiaries.

         "Special Record Date" means, with respect to the payment of any
defaulted principal or interest, a date fixed by the Indenture Trustee or the
Tax-Exempt Indenture Trustee (as the case may be) pursuant to, in the case of
the Indenture Trustee, Section 2.10 of the Indenture and, in the case of the
Tax-Exempt Indenture Trustee, Section 2.10 of the Tax-Exempt Indenture.

         "Stated Maturity" means, when used with respect to any Senior
Security or any installment of principal thereof or payment of

                                                       -67-

<PAGE>



interest thereon, the date specified in such Senior Security as the fixed date
on which such Senior Security or such installment of principal or payment of
interest is due and payable.

         "Subordinated Debt" means, collectively, Affiliate
Subordinated Debt and Non-Affiliate Subordinated Debt.

         "Subordinated Debt Account" means the Account so designated established
and created under Section 2.2(a) of the Intercreditor Agreement.

         "Subordinated Debt Provider" means any Person providing
Subordinated Debt pursuant to a Subordinated Loan Agreement.

         "Subordinated Fee" means a fee in exchange for the provisions of goods
or services to either of the Mobile Energy Parties, the payment of which is
fully subordinated to the Secured Obligations as to payment and exercise of
remedies and that is payable only to the extent it would otherwise be
distributable if on deposit in the Distribution Account.

         "Subordinated Fee Account" means the Account so designated established
and created under Section 2.2(a) of the Intercreditor Agreement.

         "Subordinated Loan Agreement" means a binding agreement with a
Subordinated Debt Provider providing unsecured debt financing for the benefit of
the Energy Complex and on terms and conditions that shall satisfy the
requirements of the Financing Documents.

         "Supplementary Lease" means the Supplementary Lease Agreement dated as
of December 12, 1994, as amended by the First Amendment thereto dated as of July
13, 1995, between Scott, as lessor, and the Company (as assignee of Mobile
Energy), as lessee.

         "Tax-Exempt Bonds" means the Tax-Exempt Indenture Securities
issued on the Closing Date under the Tax-Exempt Indenture.

         "Tax-Exempt Debt Service Reserve Account" means the Account so
designated established and created under Section 4.4(a) of the Tax- Exempt
Indenture and any Account so designated and created under any Series
Supplemental Indenture to the Tax-Exempt Indenture for the benefit of Holders of
the Tax-Exempt Indenture Securities established thereunder.

         "Tax-Exempt Debt Service Reserve Account Required Balance" means (a) in
respect of the Tax-Exempt Debt Service Reserve Account established and created
under Section 4.4(a) of the Tax-Exempt Indenture, the amount designated in
Section 4.4(b) thereof and (b) in respect of any other Tax-Exempt Debt Service
Reserve Account, the amount so designated in the Series Supplemental Indenture
to the Tax-Exempt Indenture establishing such Tax-Exempt Debt Service Reserve
Account.


                                                       -68-

<PAGE>



         "Tax-Exempt Indenture" means the Amended and Restated Trust Indenture
dated as of August 1, 1995 between the IDB and the Tax- Exempt Indenture
Trustee.

         "Tax-Exempt Indenture Accounts" means, with respect to the Tax-Exempt
Indenture Securities of any series, the Tax-Exempt Indenture Securities Account
and each Tax-Exempt Debt Service Reserve Account (if any) established for the
benefit of Holders of the Tax-Exempt Indenture Securities of such series.

         "Tax-Exempt Indenture Distribution Amount" means, in respect of any
Excess Loss Proceeds with respect to an Event of Loss or Event of Eminent Domain
to be applied pursuant to Section 6.2(b) of the Intercreditor Agreement, an
amount equal to the Tax-Exempt Indenture's Percentage Share of (a) such Excess
Loss Proceeds and (b) the Redistributed Proceeds with respect to such Excess
Loss Proceeds.

         "Tax-Exempt Indenture Securities" means all Outstanding Debt
issued pursuant to the Tax-Exempt Indenture.

         "Tax-Exempt Indenture Securities Account" means the Account so
designated established and created under Section 4.1 of the Tax- Exempt
Indenture.

         "Tax-Exempt Indenture Securities Collateral" means, collectively, (a)
all of the collateral mortgaged, pledged or assigned, or purported to be
mortgaged, pledged or assigned, to the Tax-Exempt Indenture Trustee by the IDB
pursuant to the granting and assigning clauses of the Tax-Exempt Indenture and
(b) the Shared Collateral.

         "Tax-Exempt Indenture Securities Interest Subaccount" means the
subaccount of the Tax-Exempt Indenture Securities Account so designated
established and created under Section 4.1 of the Tax- Exempt Indenture.

         "Tax-Exempt Indenture Securities Principal Subaccount" means the
subaccount of the Tax-Exempt Indenture Securities Account so designated
established and created under Section 4.1 of the Tax- Exempt Indenture.

         "Tax-Exempt Indenture Securities Redemption Subaccount" means the
subaccount of the Tax-Exempt Indenture Securities Account so designated
established and created under Section 4.1 of the Tax- Exempt Indenture.

         "Tax-Exempt Indenture Trustee" means First Union National Bank of
Georgia, a national banking association organized and existing under the laws of
the United States of America.

         "Tax-Exempt Project" means those portions of the Energy Complex
financed with the proceeds of the 1983 Bonds, as described generally in Exhibit
A to the IDB Lease Agreement.

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         "Termination Event" means, with respect to any Reserve Account
Security, such Reserve Account Security shall have terminated or expired (other
than any termination thereof pursuant to the last sentence of Section 3.8(c) of
the Intercreditor Agreement).

         "Third Party Engineer" means the independent engineering firm chosen
from the list of engineers maintained as Schedule 1 to the Intercreditor
Agreement and appointed Third Party Engineer pursuant
to Section 11.2 of the Intercreditor Agreement.

         "Third Party Engineer Dispute Resolution" means the dispute resolution
process involving a Third Party Engineer pursuant to Section 11.2 of the
Intercreditor Agreement.

         "Tissue Mill" means the tissue mill located at the Mobile Facility,
which as of the Closing Date is owned by Scott.

         "Tissue Mill Energy Services Agreement" means the Tissue Mill Energy
Services Agreement dated as of December 12, 1994, as amended by the First
Amendment thereto dated as of July 13, 1995, between the Tissue Mill Owner and
the Company (as assignee of Mobile Energy).

         "Tissue Mill Owner" means Scott, in its capacity as owner of
the Tissue Mill.

         "Total Debt Service Coverage Ratio" means, for any period and without
duplication, the ratio of (a) (i) the sum of (A) all Revenues for such period
and (B) the amount of interest and other income earned and credited on monies
deposited in the Accounts (to the extent retained in such Accounts) for such
period minus (ii) the sum of (A) Operations and Maintenance Costs for such
period (except for such costs paid with monies on deposit in the Maintenance
Reserve Account or the Mill Owner Maintenance Reserve Account) and (B) the
aggregate of the amounts deposited into the Maintenance Reserve Account for such
period (but for purposes of calculating any projected Total Debt Service
Coverage Ratio, not less than the Maintenance Reserve Account Required Deposit
for such period) and the Mill Owner Maintenance Reserve Account for such period
to (b) the sum of (i) all amounts payable by the Company during such period in
respect of principal of and premium, if any, and interest on the Outstanding
Indenture Securities, (ii) all amounts payable by the Company during such period
in respect of rent under the IDB Lease Agreement, (iii) all amounts payable by
the Company during such period in respect of payment obligations under the
Working Capital Facility (other than repayments of principal), (iv) all amounts
payable by the Company as fees and other expenses (including any interest
thereon) to any fiduciary acting in such capacity under the Security Documents,
(v) all amounts payable by the Company during such period in respect of
principal of and premium, if any, and interest on the outstanding Subordinated
Debt, (vi) all amounts payable by the Company during such period as fees and
other expenses (including any interest thereon) to any Subordinated Debt
Provider and (vii) the aggregate

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amount of overdue payments in respect of clauses (b)(i) through (vi) above from
previous periods, in each case determined on a cash basis in accordance with
GAAP. Neither payments (including deemed payments) nor receipts (including
deemed receipts) in respect of principal of or premium, if any, or interest on
the 1994 Bonds shall be included for purposes of calculating the Total Debt
Service Coverage Ratio.

         "Transfer Agreement" means the Omnibus Deed, Bill of Sale,
General Assignment and Conveyance Agreement dated July 14, 1995
between Mobile Energy and the Company.

         "Trigger Event" means (a) an Event of Default under the Indenture and
an acceleration of Indenture Securities thereunder, (b) an Event of Default
under the Tax-Exempt Indenture and an acceleration of Tax-Exempt Indenture
Securities thereunder, (c) an Event of Default under the Working Capital
Facility and an acceleration of Working Capital Facility Loans thereunder or (d)
a Bankruptcy Event in respect of either of the Mobile Energy Parties and the
expiration of the shortest applicable grace period with respect thereto.

         "Trigger Event Period" means that a Trigger Event shall have occurred
and be continuing, provided that, except in the case of any such Trigger Event
that shall have resulted from a Bankruptcy Event in respect of either of the
Mobile Energy Parties, the written request of the Required Senior Creditors
specified in Section 5.1(a) of the Intercreditor Agreement shall have been
delivered to the Collateral Agent and not been rescinded.

         "TRT" means Three Rivers Timber Company, a Washington
corporation.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which the Indenture was executed, except
as provided in Section 11.6 thereof; provided, however, that if the Trust
Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means,
to the extent required by such amendment, the Trust Indenture Act of 1939, as so
amended.

         "Trustee Claims" means all obligations of the Mobile Energy Parties,
now or hereafter existing, to pay fees, costs, expenses or other amounts to (a)
the Indenture Trustee under the Indenture or (b) the Tax-Exempt Indenture
Trustee under the Tax-Exempt Indenture.

         "Uniform Commercial Code" means the Uniform Commercial Code of the
jurisdiction the law of which governs the Contract in which such term is used.

         "U.S. Government Obligations" means non-callable direct
obligations of or obligations as to which the payment of principal
of and interest is unconditionally guaranteed by the United States
of America.

                                                       -71-

<PAGE>




         "Water Agreement" means the Water Procurement and Effluent Service
Agreement dated as of December 12, 1994, as amended by the First Amendment
thereto dated as of July 13, 1995, among the Company (as assignee of Mobile
Energy), the Pulp Mill Owner, the Paper Mill Owner and the Tissue Mill Owner.

         "Wind-Up Event" means, at any time upon and after a Trigger Event, the
application of monies on deposit in any of the Intercreditor Agreement Accounts,
or of proceeds from any sale, disposition or other realization of any Shared
Collateral (other than the Intercreditor Agreement Accounts), in either case to
the payment of amounts owing in respect of any Senior Debt and as a result of
the exercise of remedies by the Collateral Agent under Article V of the
Intercreditor Agreement.

         "Working Capital Escalation Factor" means, with respect to any Fiscal
Year, a factor (calculated in June of such Fiscal Year) equal to the amount
obtained by (a) dividing (i) the GDPIPD most recently published during such
Fiscal Year by (ii) the GDPIPD published during the prior Fiscal Year on the
date that most closely corresponds to, and is on or prior to, the date of such
GDPIPD most recently published (provided that if the amount obtained is less
than or equal to 1.015, then such amount shall be deemed to equal 1.015), (b)
then subtracting 0.015, and (c) then multiplying by the Working Capital
Escalation Factor with respect to the immediately preceding Fiscal Year.

         "Working Capital Facility" means the Revolving Credit Agreement dated
as of August 1, 1995 between the Company and the Working Capital Facility
Provider or any other Contract between the Company and a Working Capital
Facility Provider pursuant to which funds for the working capital requirements
of the Company are provided.

         "Working Capital Facility Account" means the Account so designated
established and created under Section 2.2(a) of the Intercreditor Agreement.

         "Working Capital Facility Commitment" means the aggregate of the
commitments of the Lenders under the Working Capital Facility.

         "Working Capital Facility Distribution Amount" means, in respect of any
Excess Loss Proceeds with respect to an Event of Loss or Event of Eminent Domain
to be applied pursuant to Section 6.2(b) of the Intercreditor Agreement and
provided that the Working Capital Facility Commitment is subject to reduction in
connection with such Event of Loss or Event of Eminent Domain pursuant to the
terms of the Working Capital Facility, an amount equal to the excess, if any, of
the Working Capital Facility's Percentage Share of such Excess Loss Proceeds
over the unutilized Working Capital Facility Commitment in effect immediately
prior to such reduction, unless the Company would not be able to borrow Working
Capital Facility Loans (because the conditions set forth in Article III of the
Working Capital Facility are not available or not satisfied),

                                                       -72-

<PAGE>



in which case the lesser of (a) the Working Capital Facility's Percentage Share
of such Excess Loss Proceeds and (b) the outstanding Working Capital Loans at
such time.

         "Working Capital Facility O&M Loan" means a Working Capital Facility
Loan, to the extent the proceeds thereof are applied to Operation and
Maintenance Costs other than (a) rebates to the United States government
pursuant to Section 148 of the Code, (b) Maintenance Expenditures and (c)
payments of IDB Claims.

         "Working Capital Facility Provider" means Banque Paribas, a French
banking corporation, and each other Person providing funds to the Company
pursuant to a Working Capital Facility.

         "Working Capital Facility Loan" means a Loan (as defined in the Working
Capital Facility) advanced by the Working Capital Facility Provider pursuant to
the Working Capital Facility.

                                                       -73-